**Exhibit3.7**

 

**THIRD AMENDED AND RESTATED CHARTER**

 

**OF THE**

 

# **SENECAERIE GAMING CORPORATION**

# ** **

**WHEREAS**, Section Iof the Constitution of the Seneca Nation of Indians of 1848, as amended, veststhe Legislative Authority of the Seneca People in the Nation’s Tribal Council;and

 

**WHEREAS**, it isdeclared the policy of the Nation to promote the welfare and prosperity of itsmembers and to actively promote, attract, encourage and develop economicallysound commerce and industry through governmental action for the purpose ofpreventing unemployment and economic stagnation; and

 

**WHEREAS**, the Gamingindustry is vitally important to the economy of the Nation and the generalwelfare of its members; and

 

**WHEREAS**, the Nation by charter has created theSeneca Gaming Corporation for purposes of developing, financing, operating andconducting the business of Nation Gaming Facilities, as more fully set forth insuch charter; and

 

**WHEREAS**, the charter of the Seneca GamingCorporation grants to the Seneca Gaming Corporation the power, upon thedirection of the Council and in a manner consistent with the purposes of suchcharter, to exercise any or all of its powers through the control, operationand management of a subsidiary company or other entity created by or underauthority of the Nation for the purpose of developing, financing, operating andconducting the business of any one or more Nation Gaming Facility; and

 

**WHEREAS**, the Nation desires to establish a separatelegal entity for purposes of 

 

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developing, financing, operating andconducting the business of the Nation Gaming Facility to be established onNation territory within the exterior boundaries of Erie County pursuant to theterms of the Nation-State Gaming Compact between the Nation and the State ofNew York, and further desires that such legal entity to be subject to thecontrol, operation and management of the Seneca Gaming Corporation; and

 

**WHEREAS**, the need now arises to amend and restatethe Second Amended and Restated Charter of the SENECA ERIE GAMING CORPORATION.

 

**NOW,THEREFORE**, the Nation’s Council, pursuant to itsconstitutional authority, does hereby grant this Third Amended and RestatedCharter to re-create, re-appoint and re-constitute the SENECA ERIE GAMING CORPORATION.

 

**1.****                                     ****Creation of Seneca Erie Gaming Corporation and Principal Place ofBusiness**

 

By this Charter, the Nationcreates the Seneca Erie Gaming Corporation (the “Company”). The Company shallhave its principal place of business at the William Seneca AdministrationBuilding, 1490 Route 438, Cattaraugus Reservation, Irving, New York 14081, orat such other location within the Nation’s territories that the Board ofDirectors of the Company shall determine.

 

**2.****                                     ****Purpose**

 

The Company is organized forthe purpose of developing, constructing, owning, leasing, operating, managing,maintaining, promoting and financing a Nation Gaming Facility to be establishedon Nation territory within the exterior boundaries of Erie County pursuant tothe terms of the Compact, and engaging in any other lawful activity, subject toany 

 

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limitations imposed by anycontract, indenture or other instrument by which the Company is bound. TheNation intends that the Company shall assume all obligations, responsibilitiesand duties and exercise all powers, of the Seneca Gaming Corporation to theextent applicable to the Erie Gaming Facility, subject to the control of theSeneca Gaming Corporation.

 

**3.****                                     ****Relation to Nation**

 

a.               The Company shallconstitute a governmental instrumentality of the Nation, having autonomousexistence separate and distinct from the Nation.

 

b.              For purposes oftaxation, civil jurisdiction and regulatory jurisdiction, the Company shall bedeemed a subordinate arm of the Nation and shall be entitled to all of theprivileges and immunities of the nation.

 

c.               The Companyshall have no power to exercise any regulatory or legislative power; the Nationreserves from the Company all regulatory, legislative and other governmentalpower, including, but not limited to the power to grant, issue, revoke, suspendor deny licenses, conduct background investigations, and enact legislationregulating Gaming on the territories of the Nation.

 

**4.****                                     ****Definitions**

 

For purposes of thisCharter, when capitalized, the following terms shall have the meaningsrespectively specified—

 

a.               “Board ofDirectors” shall mean the Board of Directors of the Company created by thisCharter.

 

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b.              “Compact” shallmean the “Nation-State Gaming Compact Between The Seneca Nation of Indians AndThe State Of New York, dated August 18, 2002.”

 

c.               “Company” shallmean the Seneca Erie Gaming Corporation, created by this Charter.

 

d.              “Councillors”shall mean the duly elected Councillors of the Nation.

 

e.               “Council” shallmean the duly elected legislative body of the Nation.

 

f.                 “Erie GamingFacility” shall mean any Nation Gaming Facility established on Nation territorywithin the exterior boundaries of Erie County pursuant and subject to the termsof the Compact.

 

g.              “Felony” shallmean only those offenses set forth under the Indian Major Crimes Act (18 U.S.C.§ 1153).

 

h.              “Gaming” shallmean to deal, operate, carry on, conduct, maintain or expose for play anygaming as contemplated in the Seneca Nation of Indians Class III GamingOrdinance of 2002 or the Indian Gaming Regulatory Act.

 

i.                  “ManagementContract” shall mean any contract, subcontract or collateral agreement betweenthe Company and a contractor or a contractor and a subcontractor if suchcontract or agreement provides for the management of all or a part of a NationGaming Facility.

 

j.                  “Nation” shallmean the Seneca Nation of Indians, a sovereign nation.

 

k.               “Nation Entity”shall mean any entity created or owned by the Nation for economic orgovernmental purposes and any entity which is controlled by the Council. Anentity shall be deemed controlled by the Council if a majority of personsserving on the body which governs the entity are chosen by or are required to beCouncillors.

 

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l.                  “Nation GamingFacility” shall mean any existing and future establishment of the Nation (i) uponwhich Gaming takes place, (ii) which is authorized and licensed underapplicable law, and (iii) which the Council designates for ownership,lease, development, construction, operation or management by the Company,including without limitation any Class III Gaming facilities establishedin accordance with the Compact.

 

m.            “Nation GamingOperation” shall have the meaning ascribed to such term in the Compact.

 

n.              “Seneca GamingCorporation” or “SGC” shall mean the corporation chartered by the Nation on August 1,2002, for the purpose of developing, constructing, owning, leasing, operating,managing, maintaining, promoting and financing Nation Gaming Facilities

 

o.              “SGC Board”shall mean the Board of Directors of the Seneca Gaming Corporation..

 

p.              “Obligations”shall mean any notes, bonds, interim certificates, debentures or otherevidences of indebtedness issued by the Company under this Charter.

 

q.              “Obligee” shallmean any holder of an Obligation, and any agent or trustee for any holder ofany Obligation.

 

**5.****                                     ****Assets of Company**

 

The Company shall have onlythose assets of the Nation formally assigned or leased to it by the Council orby a Nation Entity, together with whatever assets it acquires by other means asprovided in this Charter. No activity of the Company nor any indebtednessincurred by it shall encumber, implicate or in any way involve assets of theNation or

 

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another Nation Entity notassigned or leased in writing to the Company.

 

**6.****                                     ****Perpetual Succession**

 

The Company shall haveperpetual succession in its corporate name, provided, that the Councilshall review the Company’s operations at least every ten (10) years toassess whether the Company continues to serve the interests of the Nation andits people.

 

**7.****                                     ****Ability to Sue and Be Sued**

 

a.               The Councilhereby gives its consent to allowing the Company, by resolution duly adopted bythe Board of Directors, to sue and to be sued in its corporate name, upon, orto submit to arbitration or alternative dispute resolution any controversyarising under, any contract, claim or obligation arising out of its activitiesunder this Charter, provided, that such resolution shall be subject tothe approval of Council.  The Councilalso authorizes the Company, by resolution duly adopted by the Board ofDirectors, to agree by contract to waive its immunity from suit, provided,that such waiver shall be subject to the approval of Council.  Notwithstanding the foregoing, the Nationshall not be liable for the debts or obligations of the Company, and theCompany shall have no power to pledge or encumber the assets of the Nation.This action does not constitute a waiver of any immunity of the Nation or adelegation to the Company of the power to make such a waiver. The Company’sability to sue and be sued and to waive its immunity from suit shall at alltimes remain with the Board of Directors to be granted by duly adoptedresolution subject to the approval of Council.

 

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b.              The Company, byresolution duly adopted by the Board of Directors and approved by the Council,shall have the authority to consent (i) to the exercise of jurisdictionover any suit or over the Company by the courts of any state, the federalcourts, the courts of the Nation or any other Indian Nation, or the courts ofany United States territory or foreign jurisdiction, and (ii) toarbitration or alternative dispute resolution. Such authority shall at alltimes remain with the Board of Directors to be granted by duly adoptedresolution subject to the approval of Council.

 

c.               Except asexpressly provided in this section, the Nation by the adoption of this Charterand the establishment of the Company is not waiving its sovereign immunity inany respect or consenting to the jurisdiction of any court. This section shallbe strictly construed with a view toward protecting Nation assets from thereach of creditors and others.

 

**8.****                                     ****Powers of Company**

 

a.               It is thepurpose and intent of this Charter to authorize the Company to do any and allthings necessary or desirable in connection with the financing, development,construction, ownership, lease, operation, management, maintenance, andpromotion of the Erie Gaming Facilities, or in connection with any otherauthorized activities conducted by the Company, and to secure the financing andassistance necessary for such activities.

 

b.              The Erie GamingFacility shall be operated by the Company as provided in this Charter.

 

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c.               Subject to thelimitations set forth in this Charter and Nation law, the Board of Directors shallmanage and have complete control over the conduct of Company affairs and shallhave the full power to act for and bind the Company. Such authority shall beexercised pursuant to the bylaws of the Company and, where appropriate, by dulyadopted resolution.

 

d.              Subject to thelimitations set forth in this Charter and Nation law, the Company, by andthrough the Board of Directors acting on behalf of the Company, shall have thefollowing powers which it may exercise consistent with the purposes for which theCompany was established:

 

i.           to develop,construct, own, lease, mortgage, operate, manage, promote and finance the ErieGaming Facility, including expansions and enlargements thereof, including thepower to enter into leases and leasehold mortgages, provided, that priorto engaging in any of the activities authorized by this subsection that requirea significant expenditure of Company resources that the Company submit acomprehensive business plan to Council for its review and approval;

 

ii.          if the Board ofDirectors determines it to be in the best interests of the Company and theNation, to terminate the operation of the Erie Gaming Facility and to disposeof, demolish or abandon any facilities relating thereto, subject to theapproval of Council;

 

iii.         to have a corporateseal, and alter the seal, and use it by causing it or a facsimile to beaffixed, impressed or reproduced in any other manner;

 

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iv.         to adopt, amend orrepeal bylaws, including emergency bylaws, relating to the business of theCompany, the conduct of its affairs, its rights and powers and powers of itsBoard of Directors and officers, subject to the review and approval of Council;

 

v.          to elect or appointofficers, employees or other agents of the Company, prescribe their duties andfix their compensation, and indemnify members, officers, employees and agents;

 

vi.         to enter into, make,perform and carry out, cancel and rescind contracts, agreements andunderstandings for any lawful purpose pertaining to its business with anyNation, federal, state or local governmental agency or Company or with anyperson, partnership, limited partnership, corporation, limited liabilitycompany, Indian Nation, Nation Entity, or other entity, provided, that anysuch contracts, agreements or understandings with any government or governmentagency shall be subject to the approval of Council;

 

vii.        to enter into, make,perform and carry out, cancel and rescind any Management Contract, subject tothe approval of Council;

 

viii.       to lease property fromthe Nation, a Nation Entity or others for such periods as are authorized bylaw, and to hold, mortgage, manage or sublease the same; provided, however,that nothing herein shall be construed to include, and the Company shall nothave, any power to grant or permit or purport to grant or permit any right,lien, encumbrance or interest in or on any real

 

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propertywithin Nation territories unless pursuant to a lease, authorized and approvedby the Council;

 

ix.         to give guarantees andincur liabilities, provided, that significant guarantees or liabilitiesshall be subject to the approval of Council;

 

x.          to lend money to anysubsidiary or parent corporation subject to the approval of Council, invest andreinvest funds, and take and hold real and personal property as security forthe payment of funds so loaned or invested;

 

xi.         subject to theprovisions of this Charter, to obtain financing and refinancing, to borrowmoney at rates of interest as the Company may determine, to issue temporary orlong term indebtedness and to repay the same;

 

xii.        subject to theprovisions of this Charter, to mortgage or pledge assets and receipts of theCompany as security for debts;

 

xiii.       to agree to anyconditions attached to federal, state or local financial assistance;

 

xiv.       to purchase, receive,take by grant, devise, bequest or otherwise, lease or otherwise acquire, own,hold, improve, employ, use, and otherwise enjoy all powers necessary or appropriateto deal in and with, real and personal property, or an interest in real orpersonal property, wherever situated, provided, that purchases of realproperty and significant expenditures of personal property shall be subject tothe approval of Council;

 

xv.        subject to theprovisions of this Charter, to sell, convey, lease, exchange, transfer orotherwise dispose of, or mortgage or pledge, or create a security interest inany of its property or an interest in its property, wherever situated;

 

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provided, however, that nothing herein shall beconstrued to include, and the Company shall not have, any power to grant orpermit or purport to grant or permit any right, lien, encumbrance or interestin or on any real property within the Nation unless pursuant to a lease,authorized and approved by the Council;

 

xvi.       to purchase, take,receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell,lend, lease, exchange, transfer or otherwise dispose of, pledge, use andotherwise deal in and with, bonds and other obligations, shares or othersecurities or interests issued by others, whether engaged in similar ordifferent business, governmental, or other activities, including bankingcorporations and trust companies, subject to the approval of Council;

 

xvii.      to employ contractors,consultants, attorneys and accountants, provided, that the Company shall notengage in any efforts to politically influence any Indian nation, federal,state, or local government or their officials;

 

xviii.     to employ, disciplineand discharge employees and establish personnel policies and terms andconditions of employment;

 

xix.       to undertake and carryout studies and analyses of the Erie Gaming Facility;

 

xx.        to establish proceduresfor resolving disputes between the Gaming public and the Erie Gaming Facilityor any management contractor, and to establish and implement any suchprocedures that may be required to be established and implemented with respectto operation of the Erie Gaming Facility in accordance with the Compact orapplicable law;

 

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xxi.       to purchase insurancefrom any stock or mutual company for any property or against any risk orhazards;

 

xxii.      to establish andmaintain such bank accounts as may be necessary or convenient;

 

xxiii.     to participate withothers in any corporation, partnership, limited partnership, limited liabilitycompany, or other association of any kind, or in any transaction, undertaking,or agreement which the Company would have power to conduct by itself, subjectto the approval of Council;

 

xxiv.     subject to theprovisions of this Charter, to allow the Company to sue and be sued in itscorporate name, upon any contract, claim or obligation arising out of itsactivities under this Charter and to agree by contract to waive its immunityfrom suit;

 

xxv.      subject to theprovisions of this Charter, to consent to the exercise of jurisdiction over anysuit or over the Company by the courts of any state, the federal courts, thecourts of the Nation or any other Indian Nation, or the courts of any UnitedStates territory or foreign jurisdiction, or to arbitration or alternativedispute resolution;

 

xxvi.     to utilize, with theconsent of the President of the Nation, the agents, employees and facilities ofthe Nation for in-kind services, paying the Nation mutually agreed upon shareof the costs for said in-kind services;

 

xxvii.    solely with respect tothe Erie Gaming Facility, to act as, and to exercise all rights and perform allobligations of, the Nation Gaming Operation;

 

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xxviii.         to take suchfurther specific actions as the Board of Directors may deem necessary toeffectuate any or all of the purposes for which the Company is organized; and

 

xxix.                 to enjoy thesovereign immunity of the Nation, to the same extent as the Nation, provided,that the actions of the Company or any its officials, employees, or dulyauthorized agents are authorized by the provisions of this Charter.

 

**9.****                                     ****Management of the Company**

 

a.               There is hereby establisheda Board of Directors of the Company, the purpose of which is to carry out theduties and powers of the Company as set forth in this Charter.

 

b.              The Board of Directors ofthe Company shall be comprised solely of the members of the board of directorsof the Seneca Gaming Corporation.

 

**10.****                              ****Operation of Company**

 

a.               The Company shall conductbusiness pursuant to bylaws consistent with this Charter and adopted by theBoard of Directors, subject to the approval of Council.

 

b.              The Company may have suchofficers and committees as the bylaws may provide.

 

c.               In its capacity as theNation Gaming Operation for the Erie Gaming Facility, the Company shallestablish such departments and employ such personnel, and otherwise shalloperate, as required under the Compact.

 

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d.              The Board of Directors shallmeet as often as necessary to conduct its business, but no less frequently thanmonthly. Four (4) of the members of the Board of Directors shallconstitute a quorum for the transaction of business. An action taken orapproved by at least four (4) Board members present at a meeting at whicha quorum is present shall be necessary to constitute an official act of theCompany. The Board of Directors shall keep complete and accurate records of allmeetings and actions taken.

 

e.               The Board of Directors shallkeep full and accurate financial records, make periodic reports to the SGCBoard and submit a complete annual report, in written form, to the SGC Board asrequired by the provisions of this Charter.

 

f.                 The members of the Board ofDirectors may receive a stipend for their services as provided in the bylaws,and shall be reimbursed for actual expenses incurred in the discharge of theirduties, including necessary travel expenses. In no event shall compensation be basedon the profitability of Gaming operations.

 

**11.****                              ****Obligations**

 

a.               The Company may obtainfinancing and issue Obligations from time to time subject to the approval ofCouncil for any of its purposes and may also refinance and issue refundingobligations for the purpose of paying or retiring Obligations as it maydetermine, including Obligations on which the principal and interest arepayable:

 

i.      exclusively from the incomeand revenues of the Erie Gaming Facility financed with the proceeds of suchObligations, or with such income and revenues together with a grant or subsidyfrom the federal, state or Nation government in aid of such establishment ordevelopment; or

 

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ii.   from its revenues generally.

 

b.              Neither the members of theBoard of Directors nor any person executing the Obligations shall be liablepersonally on the Obligations by reason of issuance thereof.

 

c.               The Obligations of theCompany shall not be a debt of the Nation or of the Seneca Gaming Corporationor any other Nation-chartered Gaming corporation, and the Obligations shallexplicitly so state on their face.

 

d.              Obligations of the Companymay be in negotiable form.

 

e.               In connection with theissuance of Obligations and to secure the payment of such Obligations, theCompany, subject to the limitations in this Charter and the requirements of theCompact, may;

 

i.                                  pledge all orany part of the gross fees or revenues of the Company to which its rights thenexist or may thereafter come into existence;

 

ii.                               provide for thepowers and duties of Obligees and limit their liabilities; and provide theterms and conditions on which such Obligees may enforce any covenant or rightssecuring or relating to the Obligations;

 

iii.                            covenantagainst pledging all or any part of the fees and revenues of the Company oragainst mortgaging any or all of the real or personal property of the Companyto which its title or right then exists or may thereafter come into existenceor permitting or suffering any lien on such revenues or property;

 

iv.                           covenant withrespect to limitations on the right of the Company to sell, lease or otherwisedispose of the Erie Gaming Facility or any part thereof;

 

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v.                              covenant as towhat other or additional debts or obligations may be incurred by it;

 

vi.                           covenant as tothe Obligations to be issued and as to the issuance of such Obligations inescrow or otherwise, and as to the use and disposition of the proceeds thereof;

 

vii.                        provide for thereplacement of lost, destroyed or mutilated Obligations;

 

viii.                     covenantagainst extending time for the payment of its Obligations or interest thereon;

 

ix.                             redeem theObligations and covenant for their redemption and provide for the terms andconditions thereof;

 

x.                                covenantconcerning any fees to be charged in the operation of the Erie Gaming Facility,the amount to be raised each year or other period of time by such fees andother revenues, and as to the use and disposition to be made thereof;

 

xi.                             create orauthorize the creation of special funds for monies held for construction,development or operating costs, debt service, reserve or other purposes, andcovenant as to the use and  dispositionof the  monies held in such funds;

 

xii.                          prescribe theprocedure, if any, by which the terms of any contract with holders ofObligations may be amended or abrogated, the proportion of outstandingObligations the holders of which must consent thereto, and the manner in whichsuch consent may be given;

 

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xiii.                       covenant as tothe use, maintenance and replacement of the real and personal property of theCompany, the insurance to be carried thereon and the use and disposition ofinsurance proceeds;

 

xiv.                      covenant as tothe rights, liabilities, powers and duties arising upon the breach by it of anycovenant, condition or obligation;

 

xv.                         covenant andprescribe as to events of default and terms and conditions upon which any orall of its Obligations become or may be declared due before maturity, and as tothe terms and conditions upon which such declaration and its consequences maybe waived;

 

xvi.                      vest in anyObligees or any proportion of them the right to enforce the payment ofObligations or any covenant securing or relating to the Obligations;

 

xvii.                   exercise all ora part or a combination of the powers granted in this section;

 

xviii.              make covenantsother than and in addition to the covenants expressly authorized in thissection, of like or different character;

 

xix.                      make anycovenants and do any acts and things necessary or convenient or desirable inorder to secure its Obligations, or, in the absolute discretion of the Company,tending to make the Obligations more marketable although the covenants, acts orthings are not enumerated in this section;

 

xx.                         pledge,mortgage or grant a security interest in all or any part of the assets of theCompany; and

 

xxi.                      waive,conditionally, or unconditionally, the sovereign immunity of the Company;

 

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provided, however, that nothing herein shall beconstrued to include, and the Company shall not have, any power to waive any ofthe privileges or immunities of the Nation, to borrow or lend money on behalfof the Nation, or to grant or permit or purport to grant or permit any right, lien, encumbrance or interest inor on any of the assets of the Nation.

 

**12.****                              ****Reports to the SGC Board**

 

a.               The Board of Directors shallprepare and submit to the SGC Board within thirty (30) days after the close ofeach quarter a quarterly report, signed by the Board Chairperson and theChairperson of the Board Finance Committee, showing:

 

i.     a summary of the quarter’sactivities;

 

ii.    the financial condition ofthe Company and of the Erie Gaming Facility;

 

iii.   any significant problems andaccomplishments;

 

iv.   plans for the followingquarter; and

 

v.    such other information asthe Board of Directors or the SGC Board deems pertinent.

 

b.     The Board of Directors shallprepare and submit to the SGC Board within sixty (60) days after the close ofeach fiscal year an annual report, signed by the Board Chairperson and theChairperson of the Board Finance Committee, showing;

 

i.     a summary of the fiscal year’sactivities;

 

ii.    the complete financialcondition of the Company and of the Erie Gaming Facility including a detailedreport outlining the operations of the Company and of the Erie Gaming Facility;

 

iii.   any significant problems andaccomplishments;

 

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iv.   plans for the followingfiscal year; and

 

v.    such other information asthe Board of Directors or the SGC Board deems pertinent.

 

**13.****                              ****Finances and Accounting**

 

a.               The fiscal year of theCompany shall be the fiscal year of the Nation.

 

b.              The Board of Directors shallestablish and install an accounting system (i) in conformity withaccounting principles generally accepted in the Gaming industry, and (ii) necessaryand advisable, in the reasonable discretion of the Board of Directors, in orderto manage the assets of the Company and the Gaming assets of the Nation. Suchaccounting system shall insure the availability of information as may benecessary to comply with the Compact, and with applicable Nation and federalregulatory requirements.

 

c.               The accounts and records ofthe Company shall be audited at the close of each fiscal year in accordancewith the provisions of the Indian Gaming Regulatory Act and the regulations ofthe National Indian Gaming Commission and, to the extent applicable, theCompact. Copies of such audit reports shall be furnished to the Council.

 

d.              In its capacity as theNation Gaming Operation for the Erie Gaming Facility, the Company shallestablish a “System of Internal Controls” for purposes of, and as defined in,the Compact.

 

e.               The books, records andproperty of the Company shall be available for inspection at all reasonabletimes by authorized representatives of the Nation.

 

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**14.****                              ****Indemnification**

 

a.               The Company shall (i) indemnify,save and hold harmless the Nation and its agents and employees from any and allclaims arising out of its activities, (ii) defend at its own cost andexpense any action or proceeding commenced for the purpose of asserting anyclaim arising out of its activities, and (iii) reimburse any expense whichmay be incurred by the Nation to defend any such claim until the Companyassumes such defense; provided, however, that the Nation shallhave the right, but not the obligation, to participate, at the Company’sexpense, in any settlement, compromise or litigation thereof through counsel ofits own choice and shall have the right to direct and control the negotiations,settlement and litigation if the same shall have a direct effect upon theNation.

 

b.              The Company shall indemnify,save and hold harmless the Board members and officers of the Company and of theSGC, or any person acting at their official direction, if any one of them is aparty or is threatened to be made a party to any threatened, pending orcompleted action or proceeding, whether civil, criminal, administrative orinvestigative, by reason of the fact that he or she is or was a member of theSGC Board or Company Board, or officer, or person acting at their officialdirection, against expenses (including attorneys’ fees), judgments, fines andamounts paid in connection with such action, suit or proceeding, if such personhad no reasonable cause to believe that his or her conduct was unlawful orotherwise improper; provided, however, that no indemnification shallbe made for which such person shall have been adjudged to be liable for willfulmisconduct or a violation of the criminal law in the performance of such person’sduty to the Company, unless, and then only to the extent that, the court inwhich such action or suit is brought shall 

 

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determine upon applicationthat, despite the adjudication of liability but in view of all thecircumstances of the case, such person is fairly and reasonably entitled to indemnityfor such expense as such court shall deem proper.

 

**15.****                              ****Bond**

 

TheBoard of Directors, on behalf of and in the name of the Company, shall obtainor provide for the obtaining of adequate fidelity bond coverage of itsofficers, agents, or employees handling cash or authorized to sign checks orcertify vouchers.

 

**16.****                              ****Judgment Proof Property**

 

Allproperty including funds acquired or held by the Company pursuant to thisCharter shall be exempt from levy and sale by virtue of an execution, and noexecution or other judicial process shall issue against the same nor shall anyjudgment against the Company be a charge or lien upon such property. However,the provisions of this section shall not apply to or limit the right of lendersor Obligees to pursue any remedies for the enforcement of any pledge or liengiven by the Company on its fees or revenues, nor to any explicit waiver ofimmunity specifically subjecting Company property to levy, execution orjudicial process which is contained in a contract and approved by resolution ofthe Board of Directors as provided in this Charter.

 

**17.****                              ****Dissolution or Liquidation**

 

a.               In the event of thedissolution or final liquidation of the Company, none of the property of theCompany nor any proceeds thereof shall be distributed to or divided 

 

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among any of the directorsor officers of the Company or inure to the benefit of any individual.

 

b.              After all liabilities andobligations of the Company have been paid, satisfied and discharged, oradequate provision made therefor, all remaining property and assets of theCompany shall be distributed to the Nation or, at the Nation’s direction, toone or more organizations designated pursuant to a plan of distribution.

 

**18.****                              ****Amendment**

 

ThisCharter may be amended within the first sixty (60) days if its adoption by amajority vote of the Council; provided, however, that thereafterno provision of this Charter may be amended unless the Council shall have twiceapproved such amendment by twelve (12) votes of the Councillors at two (2) separatesessions of the Council convened no less than one (1) week apart.

 

**19.****                              ****Severability**

 

Ifany provision of this Charter is held invalid, the remainder of the provisionsof this Charter shall not be affected.

 

**20.****                              ****Effective Date**

 

ThisThird Amended and Restated Charter shall be effective on April 23, 2009.

 

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