**E****xhibit****3.9**

 

**CHARTER**

 

**OF THE**

 

**LEWISTON GOLF COURSE 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 Council; and

 

**WHEREAS**, itis declared the policy of the Nation to promote the welfare and prosperity ofits members and to actively promote, attract, encourage and developeconomically sound commerce and industry through governmental action for thepurpose of preventing unemployment and economic stagnation; and

 

**WHEREAS**, theeconomic success of the Nation’s gaming operations is vitally important to theeconomy of the Nation and the general welfare of its members; and

 

**WHEREAS,**theNation has found it to be in the best interests of the Nation and its gamingoperations to develop and operate a golf course located in the Town ofLewiston, New York, including related clubhouse, retail and food and beverageoperations (the “Lewiston Golf Course”); and

 

**WHEREAS**, the Nation by charter has created the Seneca Niagara Falls GamingCorporation (“SNFGC”) for purposes of developing, financing, operating andconducting the Nation’s gaming operations on its Niagara Falls Territory at theNiagara Falls Gaming Facility (as defined in the SNFGC charter); and

 

**WHEREAS**, the Nation desires to establish a separate legal entity, as asubsidiary of  SNFGC, for the purposes ofdeveloping, financing, operating and conducting the business of the LewistonGolf Course to be established in the Town of Lewiston, New York, as an amenityto Nation gaming facilities, including the Niagara Falls Gaming Facility, andfurther desires that such legal entity be subject to the ownership, control,operation and management of SNFGC, consistent with this Charter and the Charterof SNFGC.

 

**NOW, THEREFORE**,the Nation’s Council, pursuant to its constitutional authority, does herebygrant this Charter to create, appoint and constitute the LEWISTON GOLF COURSECORPORATION, as a wholly-owned subsidiary of the Seneca Niagara Falls GamingCorporation.

 

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**1.****                                     ****Creation of Lewiston GolfCourse Corporation and Principal Place of Business**

 

Bythis Charter, the Seneca Nation of Indians creates the Lewiston Golf CourseCorporation (the “Company”), a wholly-owned subsidiary corporation of theSeneca Niagara Falls Gaming Corporation (“SNFGC”). The Company shall have itsprincipal place of business at the William Seneca Administration Building,12837 Route 438, Cattaraugus Territory, Irving, New York 14081, or at suchother location within the Nation’s territories that the Board of Directors ofthe Company shall determine.

 

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

 

TheCompany is organized for the purpose of developing, constructing, owning,leasing, operating, managing, maintaining, promoting and financing the LewistonGolf Course on land (currently owned by SNFGC as of the date of this Charter)in the Town of Lewiston, New York, and engaging in any other lawful activity,subject to any limitations imposed by any contract, indenture or otherinstrument by which the Company is bound.

 

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

 

a.               The Company shall be indirectly owned by theNation through the Seneca Gaming Corporation and its wholly-owned subsidiary,SNFGC, and shall constitute a governmental instrumentality of the Nation,having autonomous existence separate and distinct from the Nation.

 

b.              For purposes of taxation, civil jurisdictionand regulatory jurisdiction, the Company shall be deemed a subordinate arm ofthe Nation and shall be entitled to all of the privileges and immunities of theNation.

 

c.               The Company shall have no power to exerciseany regulatory or legislative power; the Nation reserves from the Company allregulatory, legislative and other governmental power, including, but notlimited to the power to grant, issue, revoke, suspend or deny licenses, conductbackground investigations, and enact legislation regulating Gaming on theterritories of the Nation.

 

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

 

Forpurposes of this Charter, when capitalized, the following terms shall have themeanings respectively specified---

 

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

 

b.              “Company” shall mean the Lewiston Golf CourseCorporation, created by this Charter.

 

c.               “Councillors” shall mean the duly electedCouncillors of the Nation.

 

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d.              “Council” shall mean the legislative electedbody of the Nation.

 

e.               “Felony” shall mean only those offenses setforth under the Indian Major Crimes Act (18 U.S.C. § 1153).

 

f.                 “Lewistown Golf Course” shall mean the golfcourse planned for development and operation in the Town of Lewiston, New York,including related clubhouse, retail and food and beverage operations.

 

g.              “Management Contract” shall mean anycontract, subcontract or collateral agreement between the Company and acontractor or a contractor and a subcontractor if such contract or agreementprovides for the management of all or part of the Lewiston Golf Course.

 

h.              “Nation” shall mean the Seneca Nation ofIndians, a sovereign nation.

 

i.                  “Nation Entity” shall mean any entity createdor owned by the Nation for economic or governmental purposes and any entitywhich is controlled by the Council. An entity shall be deemed controlled by theCouncil if a majority of persons serving on the body which governs the entityare chosen by or are required to be Councillors.

 

j.                  “Seneca Gaming Corporation” or “SGC” shallmean the corporation chartered by the Nation on August 1, 2002, for thepurpose of developing, constructing, owning, leasing, operating, managing,maintaining, promoting and financing Nation Gaming Facilities (as defined inthe SGC Charter).

 

k.               “SNFGC Board” shall mean the Board ofDirectors of the Seneca Niagara Falls Gaming Corporation.

 

l.                  “Obligations” shall mean any notes, bonds,interim certificates, debentures or other evidences of indebtedness issued bythe Company under this Charter.

 

m.            “Obligee” shall mean any holder of anObligation, and any agent or trustee for any holder of any Obligation.

 

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

 

TheCompany shall have only those assets of the Nation formally assigned or leasedto it by the Council or by a Nation Entity, including SNFGC as the owner of theCompany, together with whatever assets it acquires by other means as providedin this Charter. No activity of the Company nor any indebtedness incurred by itshall encumber, implicate or in any way involve assets of the Nation or anotherNation Entity not assigned or leased in writing to the Company.

 

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

 

TheCompany shall have perpetual succession in its corporate name, provided,that the Council shall review the Company’s operations at least every ten (10) yearsto assess whether the Company continues to serve the interests of the Nationand its people.

 

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

 

a.               The Council hereby gives its consent toallowing the Company, by resolution duly adopted by the Board of Directors, tosue and to be sued in its corporate name, upon, or to submit to arbitration oralternative dispute resolution any controversy arising under, any contract,claim or obligation arising out of its activities under this Charter, provided,that such resolution shall be subject to Council approval.  The Council also authorizes the Company, byresolution duly adopted by the Board of Directors, to agree by contract towaive its immunity from suit, provided, that such waiver shall besubject to the approval of Council. Notwithstanding the foregoing, the Nation shall not be liable for thedebts or obligations of the Company, and the Company shall have no power topledge or encumber the assets of the Nation. This action does not constitute awaiver of any immunity of the Nation or a delegation to the Company of thepower to make such a waiver. The Company’s ability to sue and be sued and towaive its immunity from suit shall at all times remain with the Board ofDirectors to be granted by duly adopted resolution subject to the approval ofCouncil.

 

b.              The Company, by resolution duly adopted bythe Board of Directors and approved by Council, shall have the authority toconsent (i) to the exercise of jurisdiction over any suit or over theCompany by the courts of any state, the federal courts, the courts of theNation or any other Indian Nation, or the courts of any United States territoryor foreign jurisdiction, and (ii) to arbitration or alternative disputeresolution. Such authority shall at all times remain with the Board ofDirectors to be granted by duly adopted resolution subject to the approval ofCouncil.

 

c.               Except as expressly provided in this section,the Nation by the adoption of this Charter and the establishment of the Companyis not waiving its sovereign immunity in any respect or consenting to thejurisdiction of any court. This section shall be strictly construed with a viewtoward protecting Nation assets from the reach of creditors and others.

 

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

 

a.               It is the purpose and intent of this Charterto authorize the Company to do any and all things necessary or desirable inconnection with the financing, development, construction, ownership, lease,operation, management, maintenance, and promotion of the Lewiston Golf Course,or in connection with any other authorized activities conducted by the Company,and to secure the financing and assistance necessary for such activities.

 

b.              The Lewiston Golf Course shall be operated bythe Company as provided in this Charter.

 

c.               Subject to the limitations set forth in thisCharter and Nation law, the Board of Directors shall manage and have completecontrol over the conduct of Company affairs and shall have the full power toact for and bind the Company. Such authority shall be exercised pursuant to thebylaws of the Company and, where appropriate, by duly adopted resolution.

 

d.              Subject to the limitations set forth in thisCharter and Nation law, the Company, by and through the Board of Directorsacting on behalf of the Company, shall have the following powers which it mayexercise consistent with the purposes for which the Company was established:

 
|   | i.     | to develop, construct, own, lease, mortgage, operate, manage, promote  and finance the Lewiston Golf Course, including expansions and enlargements  thereof, including the power to enter into leases and leasehold mortgages,  provided, that prior to engaging in any of the activities authorized by this  subsection that require a significant expenditure of Company resources that  the Company submit a comprehensive business plan to Council for its review  and approval; |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | ii.    | if the Board of Directors determines it to be in the best interests  of the Company and the Nation, to terminate the operation of the Lewiston  Golf Course and to dispose of, demolish or abandon any facilities relating  thereto, subject to the approval of Council;                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | iii.   | to have a corporate seal, and alter the seal, and use it by causing  it or a facsimile to be affixed, impressed or reproduced in any other manner;                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | iv.    | to adopt, amend or repeal bylaws, including emergency bylaws,  relating to the business of the Company, the conduct of its affairs, its  rights and powers and powers of its Board of Directors and officers, subject  to the review and approval of Council;                                                                                                                                                                                                                        |

 

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|   | v.     | to elect or appoint officers, employees or other agents of the  Company, prescribe their duties and fix their compensation, and indemnify  members, officers, employees and agents;                                                                                                                                                                                                                                                                                                                  |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | vi.    | to enter into, make, perform and carry out, cancel and rescind  contracts, agreements and understandings for any lawful purpose pertaining to  its business with any Nation, federal, state or local governmental agency or  with any person, partnership, limited partnership, corporation,                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | limited liability company, Indian Nation, Nation Entity, or other  entity, provided, that any such contracts, agreements or  understandings with any government or governmental agency or entity shall be  subject to approval of Council;                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | vii.   | to lease property from the Nation, a Nation Entity or others for such  periods as are authorized by law, and to hold, mortgage, manage or sublease  the same; provided, however, that nothing herein shall be  construed to include, and the Company shall not have, any power to grant or  permit or purport to grant or permit any right, lien, encumbrance or interest  in or on any real property within Nation territories unless pursuant to a  lease, authorized and approved by the Council; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | viii.  | to give guarantees and incur liabilities, provided, that  significant guarantees or liabilities shall be subject to the approval of  Council;                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | ix.    | to lend money to any subsidiary or parent corporation subject to the  approval of Council, invest and reinvest funds, and take and hold the  Company’s real and personal property as security for the payment of funds so  loaned or invested;                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | x.     | subject to the provisions of this Charter, to obtain financing and  refinancing, to borrow money at rates of interest as the Company may determine,  to issue temporary or long term indebtedness and to repay the same;                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | xi.    | subject to the provisions of this Charter, to mortgage or pledge  assets and receipts of the Company as security for debts;                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | xii.   | to agree to any conditions attached to federal, state or local  financial assistance;                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | xiii.  | 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 appropriate to deal in and with, real and  personal property, or an interest in real or personal property,                                                                                                                                                                                                             |

 

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|   |   | wherever situated, provided, that purchases of real property  and significant expenditures of personal property shall be subject to the  approval of Council;                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | xiv.   | subject to the provisions of this Charter, to sell, convey, lease,  exchange, transfer or otherwise dispose of, or mortgage or pledge, or create  a security interest in any of its property or an interest in its property,  wherever situated; provided, however, that nothing herein shall  be construed to include, and the Company shall not have, any power to grant  or permit or purport to grant or permit any right, lien, encumbrance or  interest in or on any real property within the Nation unless pursuant to a  lease, authorized and approved by the Council; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | xv.    | to purchase, take, receive, subscribe for, or otherwise acquire, own,  hold, vote, employ, sell, lend, lease, exchange, transfer or otherwise  dispose of, pledge, use and otherwise deal in and with, bonds and other  obligations, shares or other securities or interests issued by others,  whether engaged in similar or different business, governmental, or other  activities, including banking corporations and trust companies, subject to  the approval of Council;                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | xvi.   | to employ contractors, consultants, attorneys and accountants,  provided, that the Company shall not engage in any efforts to politically  influence any Indian nation, federal, state, or local government of their  officials;                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | xvii.  | to employ, discipline and discharge employees and establish personnel  policies and terms and conditions of employment;                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | xviii. | to undertake and carry out studies and analyses of the Lewiston Golf  Course;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | xix.   | to establish procedures for resolving disputes between the public and  the Lewiston Golf Course or any management contractor, and to establish and  implement any such procedures that may be required to be established and  implemented with respect to operation of the Lewiston Golf Course in  accordance with applicable law;                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | xx.    | to purchase insurance from any stock or mutual company for any  property or against any risk or hazards;                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | xxi.   | to establish and maintain such bank accounts as may be necessary or  convenient;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | xxii.  | to participate with others in any corporation, partnership, limited  partnership, limited liability company, or other association of any kind, or  in any transaction, undertaking, or agreement                                                                                                                                                                                                                                                                                                                                                                                |

 

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|   |    | which the Company would have power to conduct by itself, subject to  the approval of Council;                                                                                                                                                                                                                                                               |
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|   |    |                                                                                                                                                                                                                                                                                                                                                        |
|   | xxiii.  | subject to the provisions of this Charter, to allow the Company to  sue and be sued in its corporate name, upon any contract, claim or obligation  arising out of its activities under this Charter and to agree by contract to  waive its immunity from suit;                                                                                              |
|   |    |                                                                                                                                                                                                                                                                                                                                                        |
|   | xxiv.   | subject to the provisions of this Charter, to consent to the exercise  of jurisdiction over any suit or over the Company by the courts of any state,  the federal courts, the courts of the Nation or any other Indian Nation, or  the courts of any United States territory or foreign jurisdiction, or to  arbitration or alternative dispute resolution; |
|   |    |                                                                                                                                                                                                                                                                                                                                                        |
|   | xxv.    | to utilize, with the consent of the President of the Nation, the  agents, employees and facilities of the Nation for in-kind services, paying  the Nation mutually agreed upon share of the costs for said in-kind services;                                                                                                                                |
|   |    |                                                                                                                                                                                                                                                                                                                                                        |
|   | xxvi.   | to declare and pay distributions in the form of cash or otherwise to  SNFGC, as the Company’s immediate owner;                                                                                                                                                                                                                                         |
|   |    |                                                                                                                                                                                                                                                                                                                                                        |
|   | xxvii.  | to enter into, make, perform and carry out, cancel and rescind any  Management Contract, subject to the approval of Council;                                                                                                                                                                                                                                |
|   |    |                                                                                                                                                                                                                                                                                                                                                        |
|   | xxviii. | to take such further specific actions as the Board of Directors may  deem necessary to effectuate any or all of the purposes for which the Company  is organized; and                                                                                                                                                                                       |
|   |    |                                                                                                                                                                                                                                                                                                                                                        |
|   | xxix.   | to enjoy the sovereign immunity of the Nation, to the same extent as  the Nation, provided that the actions of the Company or any of its  officials, employees, or duly authorized agents are authorized by the  provisions of this Charter.                                                                                                                |

 

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

 

a.               There is hereby established a Board ofDirectors of the Company, the purpose of which is to carry out the duties andpowers of the Company as set forth in this Charter.

 

b.              There shall be no less than five (5) normore than eight (8) members of the Board, not less than five (5) ofwhom shall be enrolled Senecas.  NoCouncillor 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 Ethics Law.

 

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c.               The Council shall appoint all members ofthe Board of Directors of the Company. Vacancies shall also be filled byCouncil appointment. An appointment of a Board member shall take effect fromthe date and time at which the Council adopts the resolution authorizing suchappointment.

 

d.              Any Board candidate who is at leasttwenty-one years old, who has earned at least a high school diploma orequivalent, and who shall not have been convicted of a Felony, is eligible toserve as a member of the Board.

 

e.               Any SNFGC Board member may contemporaneouslyserve as a member of the Board of the Company, if so appointed.

 

f.                 Board members shall serve for a term of three(3) years, provided, however, that of the initial Board,three (3) members shall be appointed to serve a term of three (3) years,three (3) members shall be appointed to serve a term of two (2) years,and two (2) member shall be appointed to serve a term of one (1) yearfrom the date of appointment by the Council.

 

g.              The Council, upon the recommendation of amajority of the Board, may remove a Board member for cause. The Council, uponits own initiative, may remove Board member for cause upon the affirmative voteof at least ten (10) Councillors.

 

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

 

a.               The Company shall conduct business pursuantto bylaws consistent with this Charter and adopted by the Board of Directors,subject to the approval of Council.

 

b.              The Company may have such officers andcommittees as the bylaws may provide.

 

c.               The Board of Directors shall meet as often asnecessary to conduct its business, but no less frequently than monthly.  All meetings shall be held at either theAllegany or Cattaraugus Territory.  Five (5) membersof the Board of Directors shall be necessary to constitute a quorum for thetransaction of business. An action taken or approved by at least five (5) ofthe Board members present at a meeting at which a quorum is present shall benecessary to constitute an official act of the Company. The Board of Directorsshall keep complete and accurate records of all meetings and actions taken.

 

d.              The Board of Directors shall keep full andaccurate financial records, make periodic reports to the SNFGC Board and submita complete annual report, in written form, to the SNFGC Board as required bythe provisions of this Charter.  Copiesof such reports shall be provided to the Nation’s Council.

 

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The members of the Board of Directors may receive a stipend for theirservices as provided in the bylaws, and shall be reimbursed for actual expensesincurred in the discharge of their duties, including necessary travelexpenses.  In no event shall compensationbe based on the profitability of the operations of the Lewiston Golf Course.

 

**11.          ****Obligations**

 

a.               The Company may obtain financing and issueObligations from time to time subject to the approval of Council for any of itspurposes and may also refinance and issue refunding obligations for the purposeof paying or retiring Obligations as it may determine, including Obligations onwhich the principal and interest are payable:

 
| i.     | exclusively from the income and revenues of the Lewiston Golf Course  financed with the proceeds of such Obligations, or with such income and  revenues together with a grant or subsidy from the federal, state or Nation  government in aid of such establishment or development; or |
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|   |                                                                                                                                                                                                                                                                                   |
| ii.    | from its revenues generally.                                                                                                                                                                                                                                                           |

 

b.              Neither the members of the Board of Directorsnor any person executing the Obligations shall be liable personally on theObligations by reason of issuance thereof.

 

c.               The Obligations of the Company shall not be adebt of the Nation or of the Seneca Gaming Corporation or any otherNation-chartered Gaming corporation, and the Obligations shall explicitly sostate on their face.

 

d.              Obligations of the Company may be innegotiable form.

 

e.               In connection with the issuance ofObligations and to secure the payment of such Obligations, the Company, subjectto the limitations in this Charter and the requirements of the Compact, may;

 

i.              pledge all or any part of the gross fees orrevenues of the Company to which its rights then exist or may thereafter comeinto existence;

 

ii.              provide for the powers and duties of Obligeesand limit their liabilities; and provide the terms and conditions on which suchObligees may enforce any covenant or rights securing or relating to theObligations;

 

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| iii.   |   | covenant against pledging all or any part of the fees and revenues of  the Company or against mortgaging any or all of the real or personal property  of the Company to which its title or right then exists or may thereafter come  into existence or permitting or suffering any lien on such revenues or  property; |
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|   |   |                                                                                                                                                                                                                                                                                                                   |
| iv.    |   | covenant with respect to limitations on the right of the Company to  sell, lease or otherwise dispose of the Lewiston Golf Course or any part  thereof;                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                   |
| v.     |   | covenant as to what other or additional debts or obligations may be  incurred by it;                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                   |
| vi.    |   | covenant as to the Obligations to be issued and as to the issuance of  such Obligations in escrow or otherwise, and as to the use and disposition of  the proceeds thereof;                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                   |
| vii.   |   | provide for the replacement of lost, destroyed or mutilated  Obligations;                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                   |
| viii.  |   | covenant against extending time for the payment of its Obligations or  interest thereon;                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                   |
| ix.    |   | redeem the Obligations and covenant for their redemption and provide  for the terms and conditions thereof;                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                   |
| x.     |   | covenant concerning any fees to be charged in the operation of the  Lewiston Golf Course, the amount to be raised each year or other period of  time by such fees and other revenues, and as to the use and disposition to be  made thereof;                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                   |
| xi.    |   | create or authorize the creation of special funds for monies held for  construction, development or operating costs, debt service, reserve or other  purposes, and covenant as to the use and disposition of the monies held in  such funds;                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                   |
| xii.   |   | prescribe the procedure, if any, by which the terms of any contract  with holders of Obligations may be amended or abrogated, the proportion of  outstanding Obligations the holders of which must consent thereto, and the  manner in which such consent may be given;                                                |
|   |   |                                                                                                                                                                                                                                                                                                                   |
| xiii.  |   | covenant as to the use, maintenance and replacement of the real and  personal property of the Company, the insurance to be carried thereon and the  use and disposition of insurance proceeds;                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                   |
| xiv.   |   | covenant as to the rights, liabilities, powers and duties arising  upon the breach by it of any covenant, condition or obligation;                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                   |

 

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| xv.    |   | covenant and prescribe as to events of default and terms and  conditions upon which any or all of its Obligations become or may be declared  due before maturity, and as to the terms and conditions upon which such  declaration and its consequences may be waived;                               |
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|   |   |                                                                                                                                                                                                                                                                                                |
| xvi.   |   | vest in any Obligees or any proportion of them the right to enforce  the payment of Obligations or any covenant securing or relating to the  Obligations;                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                |
| xvii.  |   | exercise all or a part or a combination of the powers granted in this  section;                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                |
| xviii. |   | make covenants other than and in addition to the covenants expressly  authorized in this section, of like or different character;                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                |
| xix.   |   | make any covenants and do any acts and things necessary or convenient  or desirable in order to secure its Obligations, or, in the absolute  discretion of the Company, tending to make the Obligations more marketable  although the covenants, acts or things are not enumerated in this section; |
|   |   |                                                                                                                                                                                                                                                                                                |
| xx.    |   | pledge, mortgage or grant a security interest in all or any part of  the assets of the Company; and                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                |
| xxi.   |   | waive, conditionally, or unconditionally, the sovereign immunity of  the Company;                                                                                                                                                                                                                   |

 

provided, however,that nothing herein shall be construed to include, and the Company shall nothave, any power to waive any of the privileges or immunities of the Nation, toborrow or lend money on behalf of the Nation, or to grant or permit or purportto grant or permit any right, lien, encumbrance or interest in or on any of theassets of the Nation.

 

**12.****                              ****Reports to the SNFGC Board**

 

a.               The Board of Directors shall prepare andsubmit to the SNFGC Board within thirty (30) days after the close of eachquarter a quarterly report, signed by the Board Chairperson and the Chairpersonof the Board Finance Committee, showing:

 
| i.     | a summary of the quarter’s activities;                                           |
|--------|---------------------------------------------------------------------------------------|
|   |                                                                                  |
| ii.    | the financial condition of the Company and of the Lewiston Golf  Course;              |
|   |                                                                                  |
| iii.   | any significant problems and accomplishments;                                         |
|   |                                                                                  |
| iv.    | plans for the following quarter; and                                                  |
|   |                                                                                  |
| v.     | such other information as the Board of Directors or the SNFGC Board  deems pertinent. |

 

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b.              The Board of Directors shall prepare andsubmit to the SNFGC Board within sixty (60) days after the close of each fiscalyear an annual report, signed by the Board Chairperson and the Chairperson ofthe Board Finance Committee, showing;

 
| i.     | a summary of the fiscal year’s activities;                                                                                                                                        |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                   |
| ii.    | the complete financial condition of the Company and of the Lewiston  Golf Course including a detailed report outlining the operations of the  Company and of the Lewiston Golf Course; |
|   |                                                                                                                                                                                   |
| iii.   | any significant problems and accomplishments;                                                                                                                                          |
|   |                                                                                                                                                                                   |
| iv.    | plans for the following fiscal year; and                                                                                                                                               |
|   |                                                                                                                                                                                   |
| v.     | such other information as the Board of Directors or the SNFGC Board  deems pertinent.                                                                                                  |

 

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

 

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

 

b.              The Board of Directors shall establish andinstall an accounting system (i) in conformity with generally acceptedaccounting principles industry, and (ii) necessary and advisable, in thereasonable discretion of the Board of Directors, in order to manage the assetsof the Company.

 

c.               The accounts and records of the Company shallbe audited at the close of each fiscal year and a copy of the audit reportshall be furnished to the SNFGC Board and the Nation’s Executives andCouncillors within 60 days of completion.

 

d.              The books, records and property of theCompany shall be available for inspection at all reasonable times by authorizedrepresentatives of the Nation.

 

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

 

a.               The Company shall (i) indemnify, saveand 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.

 

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b.              The Company shall indemnify, save and holdharmless the Board members and officers of the Company, or any person acting attheir official direction, if any one of them is a party or is threatened to bemade a party to any threatened, pending or completed action or proceeding,whether civil, criminal, administrative or investigative, by reason of the factthat he or she is or was a member of the Company Board, or officer, or personacting at their official direction, against expenses (including attorneys’fees), judgments, fines and amounts paid in connection with such action, suitor proceeding, if such person had no reasonable cause to believe that his orher conduct was unlawful or otherwise improper; provided, however,that no indemnification shall be made for which such person shall have beenadjudged to be liable for willful misconduct or a violation of the criminal lawin the performance of such person’s duty to the Company, unless, and then onlyto the extent that, the court in which such action or suit is brought shalldetermine upon application that, despite the adjudication of liability but inview of all the circumstances of the case, such person is fairly and reasonablyentitled to indemnity for 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 forthe enforcement of any pledge or lien given by the Company on its fees or revenues,nor to any explicit waiver of immunity specifically subjecting Company propertyto levy, execution or judicial process which is contained in a contract andapproved by resolution of the Board of Directors as provided in this Charter.

 

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

 

a.               In the event of the dissolution or finalliquidation of the Company, none of the property of the Company nor anyproceeds thereof shall be distributed to or divided among any of the directorsor officers of the Company or inure to the benefit of any individual.

 

b.              After all liabilities and obligations of theCompany have been paid, satisfied and discharged, or adequate provision madetherefor, all remaining property and assets of the Company shall be distributedto SNFGC or, at the Nation’s direction, to one or more organizations designatedpursuant to a plan of distribution, provided that, as a matter of the laws ofthe Nation, should any liquidation proceeds be received by the Nation from theCompany, such liquidation proceeds shall be held in trust for the benefit ofSNFGC and shall not be subject to the creditors of the Nation.

 

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

 

ThisCharter may be amended within the first sixty (60) days after 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**

 

ThisCharter shall be effective on June 28, 2007.

 

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