**Exhibit 3.2**

 

**SECOND AMENDED AND RESTATEDBY-LAWS**

 

**OF**

 

**SENECA GAMING CORPORATION**

**(the “Company”)**

 

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

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The Company shall have no members.

 

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

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

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

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

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

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

 

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

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

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

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

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

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## (1)           If thenumber of directors in any class is increased, the term of a director electedto such newly created vacancy shall end at the same time of other directors inthat class;

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## (2)           Adirector elected to fill a vacancy shall be elected for the unexpired term ofhis or her predecessor in office, and until his successor is elected andqualified;

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## (3)           In 2003and every third year thereafter, the term of any director in Term A shall endat the annual meeting of the Board;

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## (4)           In 2004and every third year thereafter, the term of any director in Term B shall endat the annual meeting of the Board; and

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## (5)           In 2005and every third year thereafter, the term of any director in Term C shall endat the annual meeting of the Board.

 

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## TheBoard shall consist of one (1) Term A director, two (2) Term B directors andfour (4) Term C directors.

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

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

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

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

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

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

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

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## **6.****            ****Newly Created Directorships andVacancies**. Vacancies occurring in theBoard for any reason shall be filled by appointment by the Council.  Directors so appointed shall hold

 

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## office in accordance with their classification, asprovided in Section 3 above, and until qualified successors have been appointed.

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## **7.****            ****Action by the Board ofDirectors**. An action taken or approvedby at least four (4) of the directors at a meeting at which a quorum is presentshall be necessary to constitute an official act of the Company. Proxy votingshall 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 eachfiscal year, or as soon as practical thereafter, to organize and to transactother business, and no notice to the newly elected directors of such meetingshall be necessary for such meeting to be lawful, provided a quorum is presentthereat (and such first Board meeting after each fiscal year of the Companyshall hereinafter be referred to as the “Annual Meeting”).

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## **10.****         ****Regular Meetings**. Regular meetings of the Board shall be held monthly at such time andplace within the Allegany or Cattaraugus Territory as from time to time may bedetermined by the Board upon such notice as may be required by these by-laws****

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## **11.****         ****Special Meetings**. Special meetings of the Board shall be held whenever called by theChairperson, Vice Chairperson, President & CEO or any three (3) directorswho sign a request to the Chairperson, Vice Chairperson or President & CEOto call a special meeting. Said directors’ request shall contain the subjectmatter for the agenda.

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

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## (a)           Noticeof the time, date and place of meetings may be communicated to directors eitherin writing or verbally. Notice must be provided in a manner reasonablycalculated to allow all directors to attend the meeting, but in any event, tothe extent practicable, at least twenty-four (24) hours notice shall be givenof all meetings of the Board.  The purposeof any

 

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## 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.

 

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

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## **13.****         ****Waivers of Notice**. Notice of a meeting need not be given to any director who submits asigned waiver of notice whether before or after the meeting, or who attends themeeting without protesting the lack of notice.

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

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

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

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## **15.****         ****Compensation**. Directors shall be entitled to such compensation for their services asdirectors as from time to time may be fixed by the Council, including, withoutlimitation, for their services as members of committees of the Board, and inany event shall be entitled to reimbursement of all reasonable expensesincurred by them in attending meetings of the Board or any committee(s) ofwhich they are members.  Any director maywaive any retainer for service as a director or compensation for any meeting.

 

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## **16.****         ****Annual Report**. The Board shall present at the Annual Meeting a report verified by thePresident & CEO and the Treasurer or by a majority of the directors,showing in appropriate detail the following as of the end of the fiscal yearterminating not more than six months prior to said meeting:

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(a)           adetailed report outlining the operations of the Company and of each NationGaming Facility (as defined in the Charter) during the fiscal year;

 

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

 

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

 

(d)           any significantproblems and accomplishments;

 

(e)           plansfor the following fiscal year; and

 

(f)            suchother information as the Board or the Council deems pertinent.

 

### This report shall be prepared and audited by anindependent certified public accountant and filed with the records of theCompany within 120 days of the Annual Meeting and a copy thereof entered in theminutes of the proceedings of the Annual Meeting.

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

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## **1.****            ****Finance/Audit Committee**. There shall be a Finance/Audit Committee consisting of at least three “independent”directors, who shall be elected by a majority of the entire Board at eachAnnual Meeting and shall serve until the next Annual Meeting. The Finance/AuditCommittee shall (1) recommend Board action related to the discharge of the Board’sresponsibilities with respect to overseeing the integrity of the Company’sfinancial statements,

 

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## the Company’s compliance with legal and regulatoryrequirements, the Company’s risk assessment and risk management policies andprocedures, and the performance of the Company’s internal and external auditfunctions; (2) hire, monitor the performance of and, if necessary, replace theindependent auditors; (3) approve any significant non-audit relationship withthe independent auditors and assess the independent auditor’s qualificationsand independence; (4) perform an annual evaluation of the committee itself; and(5) undertake any other action deemed appropriate or necessary by the Board orapplicable rules or regulations.

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## **2.****            ****Other Standing or SpecialCommittees**. The Board maydesignate from among its members other standing or special committeesconsisting of three (3) or more directors. The standing or special committeesshall have such authority as the Board shall by resolution provide.

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## **3.****            ****Meetings**. Meetings of committees, of which no notice to the Board shall benecessary, shall be held at such time and place as shall be fixed by theChairperson of the Company or the chairperson of the committee or by vote of amajority of all of the members of the committee.

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## **4.****            ****Quorum and Manner of Acting**. Unless otherwise provided by resolution of the Board, a majority of allof the members of a committee shall constitute a quorum for the transaction ofbusiness, and the vote of a majority of all of the members of the committeeshall be the act of the committee. The procedure and manner of acting of bothstanding and special committees shall be subject at all times to the directionsof the Board.

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## **5.****            ****Tenure of Members of Committeesof the Board**. Each committee of theBoard and every member thereof shall serve at the pleasure of the Board.

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## **6.****            ****Alternate Members**. The Board may designate one or more directors as alternate members ofany standing or special committee, who may replace any absent or disqualified

 

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member or members at anymeeting of such committee.  In theabsence or disqualification of a member of a committee, the director ordirectors present at any meeting and not disqualified from voting, whether ornot such directors constitute a quorum, may unanimously appoint another memberof the Board to act at the meeting in the place of any such absent ordisqualified director.****

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

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

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

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## **2.****            ****Term of Office andQualifications**. Those officers whosetitles are specifically 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 specifically mentioned inSection 1 of this Article IV, except for the President & CEO, shall beelected from among the directors.

 

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## **3.****            ****Additional Officers**. Any additional officers may be elected for such period, have suchauthority and perform such duties, either in an administrative or subordinatecapacity, as the Board may from time to time determine.

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## **4.****            ****Removal of Officers**. Any officer may be removed by a majority vote of the Board, with orwithout cause, at any time.

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## **5.****            ****Resignation**. Any officer may resign at any time by giving written notice to theBoard, to the Chairperson, or to the Secretary. Any such resignation iseffective at the time specified therein or, if no time is specified, ondelivery of the notice.

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

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## **7.****            ****Chairperson**. The Chairperson shall preside at all meetings of the Board. TheChairperson shall supervise generally the management of the business of theCompany, subject only to the supervision of the Board. The Chairperson shallalso perform such other duties as may be assigned from time to time by theBoard.

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## **8.****            ****Vice Chairperson**. In the absence or incapacity of the Chairperson, the Vice Chairpersonshall preside at all meetings of the Board, and shall perform the duties andexercise the powers of the Chairperson, subject to the right of the Board fromtime to time to extend or confine such powers and duties or to assign them to others.The Vice Chairperson shall have such powers and shall perform such other dutiesas may be assigned by the Board or the Chairperson.

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

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## **10.****         ****Vice President**.  The Vice Presidents, in the order of prioritydesignated by the Board (or if not designated, in order of their seniority asvice presidents), shall be vested with all

 

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## the power and may perform all the duties of thePresident & CEO in the latter’s absence. They may perform such other duties as may be prescribed by the Board orthe President & CEO.

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## **11.****         ****Secretary**. It shall be the duty of the secretary to act as secretary of allmeetings of the Board, and to keep the minutes of all such meetings in a properbook or books to be provided for that purpose. The Secretary shall see that all notices required to be given by theCompany are duly given and served; the Secretary shall keep a current list ofthe Company’s directors and officers and their residence addresses; and theSecretary shall be the custodian of the seal of the Company and shall affix theseal, or cause it to be affixed, to all agreements, documents and other papersrequiring the same. The Secretary shall have custody of the minute bookcontaining the minutes of all meetings of directors and any committees whichmay keep minutes, and of all other contracts and documents which are not in thecustody of the Treasurer of the Company, 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, andbe responsible for, all funds and securities of the Company.  The Treasurer shall keep or cause to be keptcomplete and accurate accounts of receipts and disbursements of the Company andshall deposit all monies and other valuable property of the Company in the nameand to the credit of the Company in such banks or depositories as the Board maydesignate.  Whenever required by theBoard, the Treasurer shall render a statement of accounts.  The Treasurer shall at all reasonable timesexhibit the books and accounts to any officer or director of the Company, andshall perform all duties incident to the office of the Treasurer, subject tothe supervision of the Board, and such other duties as shall from time to timebe assigned by the Board.  The Treasurershall, if required by the Board, give such bond or security for the faithfulperformance of his or her duties as the Board may require, for which he or sheshall be reimbursed.

 

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

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

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## **15.****         ****Assignment and Transfer ofStocks, Bonds and Securities**. TheChairperson shall have power to assign or to endorse for transfer and todeliver any stock, bonds, subscription rights, or other securities, or anybeneficial 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-laws otherwise provided, may authorizeany officer or officers, agent or agents, in the name of and on behalf of theCompany to enter into any contract or execute and deliver any instrument, andsuch authority may be general or confined to specific instances; but, unless soauthorized by the Board, or expressly authorized by these by-laws, no officer,agent or employee shall have any power or authority to bind the Company by anycontract or engagement or to pledge its creditor to render it liablepecuniarily in any amount for any purpose.

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## **2.****            ****Loans**. No loans shall be contracted on behalf of the Company unlessspecifically authorized by the Board or approved in accordance with ArticleIII, Section 1(d) above.

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## **3.****            ****Checks, Drafts, etc**. All checks, drafts and other orders for the payment of money out of thefunds of the Company, and all notes or other evidences of indebtedness of theCompany, shall be signed on behalf of the Company by such officers or otherperson as the

 

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## Board or the President & CEO may designatefrom time to time.  The Board or thePresident & CEO may authorize the use of the facsimile signatures of anysuch persons.

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## **4.****            ****Deposits**. All funds of the Company not otherwise employed shall be deposited fromtime to time to the credit of the Company in such banks, trust companies orother 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, P.O.Box 77, Niagara Falls, New York (Seneca Nation territory) 14303, or at suchother location 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 of the Company (i) correct and completebooks and records of account, (ii) minutes of the proceedings of the Board,(iii) a current list of the directors and officers of the Company and theirresidence addresses, and (iv) a copy of these by-laws.

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

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## **1.****            ****Authorized Indemnification**. Unless clearly prohibited by law or Section 2 of this Article VII, theCompany shall indemnify any person (“Indemnified Person”) made, or threatenedto be made, a party in any action or proceeding, whether civil, criminal,administrative or otherwise, including any action by or in the right of theCompany, by reason of the fact that he or she (or his or her testator orintestate), whether before or after adoption of this by-law, (a) is or was adirector or officer of the Company, or (b) in addition is serving or served, inany capacity, at the request of the Company, any other corporation, or anypartnership, joint 

 

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

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## **2.****            ****Prohibited Indemnification**. The Company shall not indemnify any person if a judgment or other finaladjudication adverse to the Indemnified Person (or to the person whose actionsare the basis for the action or proceeding) establishes, or the Board in goodfaith determines, that such person’s acts were committed in bad faith or werethe result of active and deliberate dishonesty and were material to the causeof action so adjudicated or that he or she personally gained in fact afinancial profit or other advantage to which he was not legally entitled.

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## **3.****            ****Advancement of Expenses**. The Company shall, on request of any Indemnified Person who is or may beentitled to be indemnified by the Company, pay or promptly reimburse theIndemnified Person’s reasonable incurred expenses in connection with athreatened or actual action or proceeding prior to its final disposition.However, no such advancement of expenses shall be made unless the IndemnifiedPerson makes a binding, written commitment to repay the Company, with interest,for any amount advanced for which it is ultimately determined that he or she isnot entitled to be indemnified under the law or Section 2 of this Article VII.An Indemnified 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 2 of this Article VII, theBoard may approve Company indemnification as set forth in Section 1 of thisArticle VII, and advancement of expenses as set forth in Section 3 of thisArticle VII, to a person (or the testator or estate of a person) who is or wasemployed by the Company or who is or was a volunteer for the Company, and whois made, or threatened to be made, a party in any action or proceeding, byreason of the fact of such employment or volunteer activity, including actionsundertaken in connection with service at the request of the Company in any capacityfor any other corporation, partnership, joint venture, trust, employee benefitplan or other enterprise.

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## **5.****            ****Determination ofIndemnification**.Indemnification mandated by a final order of a court of competent jurisdictionwill be paid. After termination or disposition of any actual or threatenedaction or proceeding against an Indemnified Person, if indemnification has notbeen ordered by a court, the Board shall, upon written request by theIndemnified Person, determine whether and to what extent Indemnification ispermitted pursuant to these by-laws. Before indemnification can occur, theBoard must explicitly find that such indemnification will not violate theprovisions of Section 2 of this Article VII. No Director with a personalinterest in the outcome, or who is a party to such actual or threatened actionor proceeding concerning which indemnification is sought, shall participate inthis determination. If a quorum of disinterested directors is not obtainable,the Board shall act only after receiving the opinion in writing of independentlegal counsel that indemnification is proper in the circumstances under thenapplicable law and these by-laws.

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## **6.****            ****Binding Effect**. Any person entitled to indemnification under these bylaws has a legallyenforceable right to indemnification which cannot be abridged by amendment ofthese by-laws with respect to any event, action or omission occurring prior tothe 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 insurance if authorizedand approved by the Board. To the extent permitted by law, such insurance mayinsure the Company for any obligation it incurs as a result of this Article VIIor operation of law, and it may insure directly the directors, officers,employees or volunteers of the Company for liabilities against which they arenot entitled to indemnification under this Article VII as well as for liabilitiesagainst which they are entitled or permitted to be indemnified by the Company.

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## **8.****            ****Nonexclusive Rights**. The provisions of this Article shall not limit or exclude any otherrights to which any person may be entitled under law or contract. The Board isauthorized to enter into agreements on behalf of the Company with any director,officer, employee or volunteer providing them rights to indemnification oradvancement of expenses in connection with potential indemnification inaddition of the provisions therefor in this Article subject in all cases to thelimitations of Section 2 of this Article VII.

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

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

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## **2.****            ****Interested Directors andOfficers**. No contract or othertransaction between the Company and one or more of its directors or officers,or between the Company and any other corporation, firm, association or otherentity in which one or more of its directors or officers are directors orofficers, or have a substantial financial interest, shall be either void orvoidable for this reason alone or by reason alone that such director ordirectors or officer or officers are present at the meeting of the Board, or ofa committee thereof, which authorizes such contract or

 

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## transaction, or that their votes are counted forsuch purpose provided that the material facts as to such director’s or officer’sinterest 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 or transaction.

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**3.****            ****Compliance with Compact**.  The Board shall establish suchdepartments and systems of internal procedures and administrative andaccounting controls, and otherwise shall cause the Company to operate, as maybe required to ensure compliance with the Nation-State Gaming Compact betweenthe Nation and the State of New York, to the extent the Company is acting inthe capacity of “Nation Gaming Operation” under such Compact with respect toany Nation Gaming Facility.

 

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

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

 

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

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

 

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