**Exhibit 3.10**

 

**EXHIBIT B**

 

**BY-LAWS**

 

**OF**

 

**LEWISTONGOLF COURSE CORPORATION**

 

**(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 of Votes**.

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

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### (b)                                 The Board shall consist of no less thanfive (5) nor more than eight (8) members.

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### (c)                                  No less than five (5) members of theBoard shall be enrolled Senecas.  NoCouncilor may serve on the Board, nor shall any Company employee or any personwith an economic interest in any of the Company’s activities.  Board members shall constitute “publicofficials” for purposes of the Nation’s Ethics Law.

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

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### (e)                                  The Board shall be divided into three (3) termclasses: Term A, Term B, and Term C, and shall be assigned to a class at thetime of their appointment or the initial directors shall be deemed to be incertain of the foregoing Terms 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 

 

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### in Section 3 of thisArticle II, each director shall serve for a period of three (3) yearsand until his or her successor has been appointed and qualified or until his orher earlier death, resignation or removal.

 

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

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

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

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## (1)                                  If the number of directors in any classis increased, the term of a director elected to such newly created vacancyshall end at the same time of other directors in that class;

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## (2)                                  A director elected to fill a vacancy shallbe elected for the unexpired term of his or her predecessor in office, anduntil his successor is elected and qualified;

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## (3)                                  In 2008 and every third year thereafter,the term of any director in Term A shall end at the annual meeting of theBoard;

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## (4)                                  In 2009 and every third year thereafter,the term of any director in Term B shall end at the annual meeting of theBoard; and

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## (5)                                  In 2010 and every third year thereafter,the term of any director in Term C shall end at the annual meeting of theBoard.

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## The Board shall consist of two (2) Term A directors, three (3) TermB directors and three (3) Term C directors.

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

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### (a)                                  At each meeting of the Board, theChairperson or, in the absence of the Chairperson, the Vice Chairperson shallpreside, or in the absence of either such officers, a chairperson chosen by amajority of the directors present shall preside. The Secretary, or a personselected in the Secretary’s absence, shall act as secretary.

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### (b)                                 Any director or committee member mayparticipate in a meeting of such Board or committee by means of a conferencetelephone or similar communications equipment allowing all personsparticipating in the meeting to hear each other at the same time. Participationby such means constitutes presence in person at a meeting.

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## **5.****                                     ****Resignations and Removal of Directors**.

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### (a)                                  Any director may resign at any time bygiving written notice to the Board directed to the Chairperson or to theSecretary.  Such resignation is effectiveat the time specified therein or, if no time is specified, 

 

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### on delivery of thenotice, and unless otherwise specified therein no acceptance of suchresignation shall be necessary to make it effective.

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### (b)                                 After three consecutive absences withnotice from Board meetings, or two consecutive absences without notice fromBoard meetings, a recommendation of the majority of the Board may be made tothe Council to remove such director for cause.

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### (c)                                  The Council, upon a recommendation of amajority of the Board, may remove a Board member for cause.  The Council, upon its own initiative, mayremove a Board member for cause upon the affirmative vote of at least ten (10) membersof the Council.

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## **6.****                                     ****Newly Created Directorships and Vacancies**. Vacancies occurring in the Board forany reason 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 of Directors**. An action taken or approved by at least five (5) of the directorsat a meeting at which a quorum is present shall be necessary to constitute anofficial act of the Company.  Proxyvoting shall not be permitted.

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## **8.****                                     ****Place of Meeting**. The Board shall hold its meetings at either the Allegany or CattaraugusTerritory.

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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 practical thereafter,to organize and to transact other business, and no notice to the newly electeddirectors of such meeting shall be necessary for such meeting to be lawful,provided a quorum is present thereat (and such first Board meeting after eachfiscal year of the Company shall hereinafter be referred to as the “AnnualMeeting”).

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## **10.****                              ****Regular Meetings**. Regular meetings of the Board shall beheld 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 Board shall beheld whenever called by the Chairperson, Vice Chairperson, President &CEO or any three (3) directors who sign a request to the Chairperson, ViceChairperson or President & CEO to call a special meeting. Saiddirectors’ request shall contain the 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 ofmeetings may be communicated to directors either in writing or verbally.  Notice must be provided in a mannerreasonably calculated to allow all directors to attend the meeting, but in anyevent, to the extent practicable, at least twenty-four (24) hours notice shallbe given of all meetings of the Board. The purpose of any regular meeting of the Board need not be stated inthe notice thereof.  All annual andregular meetings of the Board shall be general meetings, and any and allbusiness may be transacted thereat whether or not stated in the noticethereof.  Unless otherwise indicated inthe notice thereof, all special meetings of the Board shall be generalmeetings, and any and all business may be transacted thereat whether or notstated in the notice thereof.

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### (b)                                 Board meetings are open to the public,and meeting notices must be posted to provide notice to members of theNation.  Notwithstanding the above, theBoard may hold work sessions and closed executive sessions as may be reasonablydetermined necessary by the Board.

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## **13.****                              ****Waivers of Notice**. Notice of a meeting need not be givento any director who submits a signed waiver of notice whether before or afterthe meeting, or who attends the meeting without protesting the lack of notice.

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

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### (a)                                  Five (5) directors shall constitutea quorum for the transaction of business at each and every meeting of theBoard.

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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 andplace.

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## **15.****                              ****Compensation**. Directors shall be entitled to such compensation fortheir services as directors as from time to time may be fixed by the Council,including, without limitation, for their services as members of committees ofthe Board, and in any event shall be entitled to reimbursement of allreasonable expenses incurred by them in attending meetings of the Board or anycommittee(s) of which they are members. Any director may waive any retainer for service as a director orcompensation for any meeting.

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

 

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(a)                                  a detailed report outlining theoperations of the Company during the fiscal year;

 

(b)                                 the complete financial condition of theCompany, including without limitation assets and liabilities, and revenue orreceipts and expenses or disbursements, both unrestricted and restricted toparticular purposes;

 

(c)                                  the principal changes in assets andliabilities during said fiscal year;

 

(d)                                 any significant problems and accomplishments;

 

(e)                                  plans for the following fiscal year; and

 

(f)                                    such other information as the Board orthe Council deems pertinent.

 

This report shallbe prepared and audited by an independent certified public accountant and filedwit the records of the Company within 60 days of the Annual Meeting and a copythereof entered in the minutes of the proceedings of the Annual Meeting.

 

# **III**.**COMMITTEES**

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## **1.****                                     ****Standing or SpecialCommittees**.  The Board may designate from time to timeamong its members any standing or special committees consisting of three (3) ormore directors.  The standing or specialcommittees shall have such authority as the Board shall by resolution provide.

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## **2.****                                     ****Meetings**. Meetings of committees, of which no notice to theBoard shall be necessary, shall be held at such time and place as shall befixed by the Chairperson of the Company or the chairperson of the committee orby 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 by resolutionof the Board, a majority of all of the members of a committee shall constitutea quorum for the transaction of business, and the vote of a majority of all ofthe members of the committee shall be the act of the committee. The procedureand manner of acting of both standing and special committees shall be subjectat all times to the directions of the Board.

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## **4.****                                     ****Tenure of Members of Committees of the Board**. Each committee of the Board and everymember thereof 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 

 

 

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## any meeting andnot disqualified from voting, whether or not such directors constitute aquorum, may unanimously appoint another member of the Board to act at themeeting in the place of any such absent or disqualified director.

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## **6.****                                     ****Records**. Minutes shall be kept of each meetingof each committee.  Copies of the minutesof each such meeting shall be filed with the corporate records and supplied toeach member of the Board.

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

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

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## **2.****                                     ****Term of Office and Qualifications**. Those officers whose titles arespecifically mentioned in Section 1 of this Article IV shall beelected by the Board at its Annual Meeting; provided, however,that such officers may be elected by resolution of the Board prior to the firstAnnual Meeting 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 specificallymentioned in Section 1 of this Article IV, except for the President &CEO, shall be elected from among the directors.

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## **3.****                                     ****Additional Officers**. Any additional officers may be electedfor such period, have such authority and perform such duties, either in anadministrative 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 a majorityvote of the Board, with or without cause, at any time.

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## **5.****                                     ****Resignation**. Any officer may resign at any time by giving writtennotice to the Board, to the Chairperson, or to the Secretary. Any suchresignation is effective at the time specified therein or, if no time isspecified, on delivery of the notice.

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## **6.****                                     ****Vacancies**. A vacancy in any office shall be filled by theBoard.

 

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## **7.****                                     ****Chairperson**. The Chairperson shall preside at all meetings of theBoard. The Chairperson shall supervise generally the management of the businessof the Company, subject only to the supervision of the Board. The Chairpersonshall also perform such other duties as may be assigned from time to time bythe Board.

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## **8.****                                     ****Vice Chairperson**. In the absence or incapacity of theChairperson, the Vice Chairperson shall preside at all meetings of the Board,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 havesuch powers and shall perform such other duties as may be assigned by the Boardor the Chairperson.

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## **9.****                                     ****President & CEO**. The President & CEO shall be responsible for the day-to-dayoperations of the Company, and shall have such authority and perform suchduties as the Board may from time to time determine.

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

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## **11.****                              ****Secretary**. It shall be the duty of the secretary to act assecretary of all meetings of the Board, and to keep the minutes of all suchmeetings in a proper book or books to be provided for that purpose.  The Secretary shall see that all noticesrequired to be given by the Company are duly given and served; the Secretaryshall keep a current list of the Company’s directors and officers and theirresidence addresses; and the Secretary shall be the custodian of the seal ofthe Company and shall affix the seal, or cause it to be affixed, to allagreements, documents and other papers requiring the same. The Secretary shallhave custody of the minute book containing the minutes of all meetings ofdirectors and any committees, and of all other contracts and documents whichare not in the custody of the Treasurer, or in the custody of some other personauthorized by the Board to have such custody.

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## **12.****                              ****Treasurer**. The Treasurer shall have the custody of, and be responsible for, allfunds and securities of the Company.  TheTreasurer shall keep or cause to be kept complete and accurate accounts ofreceipts and disbursements of the Company and shall deposit all monies andother valuable property of the Company in the name and to the credit of theCompany in such banks or depositories as the Board may designate.  Whenever required by the Board, the Treasurershall render a statement of accounts. The Treasurer shall at all reasonable times exhibit the books andaccounts to any officer or director of the Company, and shall perform allduties incident to the 

 

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## office of theTreasurer, subject to the supervision of the Board, and such other duties asshall from time to time be assigned by the Board.  The Treasurer shall, if required by theBoard, give such bond or security for the faithful performance of his or herduties as the Board may require, for which he or she shall be reimbursed.

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## **13.****                              ****Assistant Treasurer(s) andSecretary/ies**.  The Board may designate from time to timeAssistant Treasurers and Assistant Secretaries, who shall perform such dutiesas 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 any officeror committee the power to appoint and remove any officer, agent or employeeother than the Chairperson, Vice Chairperson, President & CEO,Treasurer and Secretary.

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## **15.****                              ****Assignment and Transfer of Stocks, Bonds andSecurities**. The Chairperson shall have power to assign or to endorse for transferand to deliver any stock, bonds, subscription rights, or other securities, orany beneficial interest therein, held or owned by the Company.

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

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## **1.****                                     ****Execution of Contracts**. The Board, except as in these by-lawsotherwise provided, may authorize any officer or officers, agent or agents, inthe name of and on behalf of the Company to enter into any contract or executeand deliver any instrument, and such authority may be general or confined tospecific instances; but, unless so authorized by the Board, or expresslyauthorized by these by-laws, no officer, agent or employee shall have any poweror authority to bind the Company by any contract or engagement or to pledge itscreditor to render it liable pecuniarily in any amount for any purpose.

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## **2.****                                     ****Loans**. No loans shall be contracted on behalf of theCompany unless specifically authorized by the Board or approved in accordancewith Article III, Section 1(d) above.

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## **3.****                                     ****Checks, Drafts, etc**. All checks, drafts and other orders forthe payment of money out of the funds of the Company, and all notes or otherevidences of indebtedness of the Company, shall be signed on behalf of theCompany by such officers or other person as the Board or the President &CEO may designate from time to time.  TheBoard or the President & CEO may authorize the use of the facsimilesignatures of any such persons.

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## **4.****                                     ****Deposits**. All funds of the Company not otherwise employedshall be deposited from time to time to the credit of the Company in suchbanks, trust companies or other depositories as the Board may select.

 

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

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## **1.****                                     ****Office**. The office of the Company shall be at 310 4th Street, PO Box77, Niagara Falls, New York (Seneca Nation territory) 14303, or at such otherlocation within the Nation’s territories as the Board may determine.

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## **2.****                                     ****Books and Records**. There shall be kept at the office ofthe Company (i) correct and complete books and records of account, (ii) minutesof the proceedings of the Board, (iii) a current list of the directors andofficers 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 law or Section 2of this Article VII, the Company shall indemnify any person (“IndemnifiedPerson”) made, or threatened to be made, a party in any action orproceeding, whether civil, criminal, administrative or otherwise, including anyaction by or in the right of the Company, by reason of the fact that he or she(or his or her testator or intestate), whether before or after adoption of thisby-law, (a) is or was a director or officer of the Company, or (b) inaddition is serving or served, in any capacity, at the request of the Company,any other corporation, or any partnership, joint venture, trust, employeebenefit plan or other enterprise. The indemnification shall be against alljudgments, fines, penalties, amounts paid in settlement (provided the Companyshall have consented to such settlement) and reasonable expenses, includingattorney’s fees and costs of investigation, incurred by an Indemnified Personwith respect to any such threatened or actual action or proceeding, and anyappeal thereof.

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## **2.****                                     ****Prohibited Indemnification**. The Company shall not indemnify anyperson 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 of anyIndemnified 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. 

 

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## 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. AnIndemnified Person shall cooperate in good faith with any request by theCompany that common legal counsel be used by the parties to such action orproceeding who are similarly situated unless it would be inappropriate to do sobecause of actual or potential conflicts between the interests of the parties.

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## **4.****                                     ****Indemnification of Others**. Unless clearly prohibited by law or Section 2of this Article VII, the Board may approve Company indemnification as setforth in Section 1 of this Article VII, and advancement of expensesas set forth in Section 3 of this Article VII, to a person (or thetestator or estate of a person) who is or was employed by the Company or who isor was a volunteer for the Company, and who is made, or threatened to be made,a party in any action or proceeding, by reason of the fact of such employmentor volunteer activity, including actions undertaken in connection with serviceat the request of the Company in any capacity for any other corporation,partnership, joint venture, trust, employee benefit plan or other enterprise.

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## **5.****                                     ****Determination of Indemnification**. Indemnification mandated by a finalorder of a court of competent jurisdiction will be paid. After termination ordisposition of any actual or threatened action or proceeding against anIndemnified Person, if indemnification has not been ordered by a court, theBoard shall, upon written request by the Indemnified Person, determine whetherand to what extent Indemnification is permitted pursuant to these by-laws.Before indemnification can occur, the Board must explicitly find that suchindemnification will not violate the provisions of Section 2 of this Article VII.No Director with a personal interest in the outcome, or who is a party to suchactual or threatened action or proceeding concerning which indemnification issought, shall participate in this determination. If a quorum of disinteresteddirectors is not obtainable, the Board shall act only after receiving theopinion in writing of independent legal counsel that indemnification is properin the circumstances under then applicable law and these by-laws.

 

## **6.****                                     ****Binding Effect**. Any person entitled to indemnificationunder these bylaws has a legally enforceable right to indemnification whichcannot be abridged by amendment of these by-laws with respect to any event,action or omission occurring prior to the date of such amendment.

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## **7.****                                     ****Insurance**. The Company is not required to purchase directors’and officers’ liability insurance, but the company may purchase such insuranceif authorized and approved by the Board. To the extent permitted by 

 

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## law, suchinsurance may insure the Company for any obligation it incurs as a result ofthis Article VII or operation of law, and it may insure directly thedirectors, officers, employees or volunteers of the Company for liabilitiesagainst which they are not entitled to indemnification under this Article VIIas well as for liabilities against which they are entitled or permitted to beindemnified by the 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 authorized to enter into agreements on behalf ofthe Company with any director, officer, employee or volunteer providing themrights to indemnification or advancement of expenses in connection withpotential indemnification in addition of the provisions therefor in this Article subjectin all cases to the limitations of Section 2 of this Article VII.

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

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## **1.****                                     ****Seal**. The corporate seal shall be in such form and shallhave such inscription thereon as may be determined by resolution of the Board.

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## **2.****                                     ****Interested Directors and Officers**. No contract or other transactionbetween the Company and one or more of its directors or officers, or betweenthe Company and any other corporation, firm, association or other entity inwhich one or more of its directors or officers are directors or officers, orhave a substantial financial interest, shall be either void or voidable forthis reason alone or by reason alone that such director or directors or officeror officers are present at the meeting of the Board, or of a committee thereof,which authorizes such contract or transaction, or that their votes are countedfor such purpose provided that the material facts as to such director’s orofficer’s interest in such contract or transaction and as to any such commondirectorship, officership or financial interest are disclosed in good faith orknown to the Board or committee, and the Board or committee authorizes suchcontract or transaction by a vote sufficient for such purpose without countingthe vote or votes of such interested directors or officers. Counted orinterested directors may be counted in determining the presence of a quorum ata meeting of the Board or committee which authorizes such contract ortransaction.

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

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

 

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

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These by-laws of the Company may be amended or repealed by the Boardsubject to the approval of Council.

 

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