**Exhibit****3.9**

 

**AMENDED ANDRESTATED CHARTER**

 

**OF THE**

 

**LEWISTONGOLF COURSE CORPORATION**

 

**WHEREAS**, Section I of the Constitution ofthe Seneca Nation of Indians of 1848, as amended, vests the LegislativeAuthority of the Seneca People in the Nation’s Council; and

 

**WHEREAS**, it is declared the policy of the Nationto promote the welfare and prosperity of its members and to actively promote,attract, encourage and develop economically sound commerce and industry throughgovernmental action for the purpose of preventing unemployment and economicstagnation; and

 

**WHEREAS**, the economic success of the Nation’sgaming operations is vitally important to the economy of the Nation and thegeneral welfare of its members; and

 

**WHEREAS,**the Nation has found it to be in the bestinterests of the Nation and its gaming operations to develop and operate a golfcourse located in the Town of Lewiston, New York, including related clubhouse,retail and food and beverage operations (the “Lewiston Golf Course”); and

 

**WHEREAS**, the Nation by charter has created theSeneca Niagara Falls Gaming Corporation (“SNFGC”) for purposes of developing,financing, operating and conducting the Nation’s gaming operations on itsNiagara Falls Territory at the Niagara Falls Gaming Facility (as defined in theSNFGC charter);

 

**WHEREAS**, the Nation desires to establish aseparate legal entity, as a subsidiary 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; and

 

**WHEREAS**, the need now arises to amend andrestate the Charter of the LEWISTON GOLF COURSE CORPORATION.

 

**NOW,THEREFORE**, theNation’s Council, pursuant to its constitutional authority, does hereby grantthis Amended and Restated Charter to re-create, re-appoint and re-constitutethe LEWISTON GOLF COURSE CORPORATION.

 

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**1.****                                     ****Creation of LewistonGolf Course Corporation and Principal Place of Business**

 

By this Charter, theSeneca Nation of Indians creates the Lewiston Golf Course Corporation (the “Company”),a wholly-owned subsidiary corporation of the Seneca Niagara Falls GamingCorporation (“SNFGC”). The Company shall have its principal place of businessat the William Seneca Administration Building, 12837 Route 438, CattaraugusTerritory, Irving, New York 14081, or at such other location within the Nation’sterritories that the Board of Directors of the Company shall determine.

 

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

 

The Company is organizedfor the purpose of developing, constructing, owning, leasing, operating,managing, maintaining, promoting and financing the Lewiston Golf Course on land(currently owned by SNFGC as of the date of this Charter) in the Town ofLewiston, New York, and engaging in any other lawful activity, subject to anylimitations imposed by any contract, indenture or other instrument by which theCompany is bound.

 

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

 

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

 

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

 

c.               The Company shall have no power to exercise anyregulatory 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**

 

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

 

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

 

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

 

c.               “Councillors” shall mean the duly elected Councillorsof the Nation.

 

d.              “Council” shall mean the legislative elected body ofthe Nation.

 

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

 

f.                 “Lewistown Golf Course” shall mean the golf courseplanned 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 any contract,subcontract or collateral agreement between the Company and a contractor or acontractor and a subcontractor if such contract or agreement provides for themanagement of all or part of the Lewiston Golf Course.

 

h.              “Nation” shall mean the Seneca Nation of Indians, asovereign nation.

 

i.                  “Nation Entity” shall mean any entity created or ownedby the Nation for economic or governmental purposes and any entity which iscontrolled by the Council. An entity shall be deemed controlled by the Councilif a majority of persons serving on the body which governs the entity arechosen by or are required to be Councillors.

 

j.                  “Seneca Gaming Corporation” or “SGC” shall mean thecorporation chartered by the Nation on August 1, 2002, for the purpose ofdeveloping, constructing, owning, leasing, operating, managing, maintaining,promoting and financing Nation Gaming Facilities (as defined in the SGCCharter).

 

k.               “SNFGC Board” shall mean the Board of Directors of theSeneca Niagara Falls Gaming Corporation.

 

l.                  “Obligations” shall mean any notes, bonds, interimcertificates, debentures or other evidences of indebtedness issued by theCompany under this Charter.

 

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

 

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

 

The Company shall haveonly those assets of the Nation formally assigned or leased to it by theCouncil or by a Nation Entity, including SNFGC as the owner of the Company,together with whatever assets it acquires by other means as provided in thisCharter. No activity of the Company nor any indebtedness 

 

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incurred by it shallencumber, implicate or in any way involve assets of the Nation or anotherNation Entity not assigned or leased in writing to the Company.

 

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

 

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

 

**7.****                                     ****Ability to Sue and BeSued**

 

a.               The Council hereby gives its consent to allowing theCompany, by resolution duly adopted by the Board of Directors, to sue and to besued in its corporate name, upon, or to submit to arbitration or alternativedispute resolution any controversy arising under, any contract, claim orobligation 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 by the Boardof Directors and approved by Council, shall have the authority to consent (i) tothe exercise of jurisdiction over any suit or over the Company by the courts ofany state, the federal courts, the courts of the Nation or any other IndianNation, or the courts of any United States territory or foreign jurisdiction,and (ii) to arbitration or alternative dispute resolution. Such authorityshall at all times remain with the Board of Directors to be granted by dulyadopted resolution subject to the approval of Council.

 

c.               Except as expressly provided in this section, theNation by the adoption of this Charter and the establishment of the Company isnot waiving its sovereign immunity in any respect or consenting to 

 

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the jurisdiction of any court. This section shall bestrictly construed with a view toward protecting Nation assets from the reachof creditors and others.

 

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

 

a.               It is the purpose and intent of this Charter toauthorize 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 by theCompany as provided in this Charter.

 

c.               Subject to the limitations set forth in this Charterand Nation law, the Board of Directors shall manage and have complete controlover the conduct of Company affairs and shall have the full power to act forand bind the Company. Such authority shall be exercised pursuant to the bylawsof the Company and, where appropriate, by duly adopted resolution.

 

d.              Subject to the limitations set forth in this Charterand Nation law, the Company, by and through the Board of Directors acting onbehalf of the Company, shall have the following powers which it may exerciseconsistent 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 andenlargements thereof, including the power to enter into leases and leaseholdmortgages, provided, that prior to engaging in any of the activitiesauthorized by this subsection that require a significant expenditure of Companyresources that the Company submit a comprehensive business plan to Council forits review and approval;

 

ii.        if the Board of Directors determines it to be in thebest interests of the Company and the Nation, to terminate the operation of theLewiston Golf Course and to dispose of, demolish or abandon any facilitiesrelating thereto, subject to the approval of Council;

 

iii.       to have a corporate seal, and alter the seal, and useit by causing it or a facsimile to be affixed, impressed or reproduced in anyother manner;

 

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iv.       to adopt, amend or repeal bylaws, including emergencybylaws, 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;

 

v.        to elect or appoint officers, employees or otheragents of the Company, prescribe their duties and fix their compensation, andindemnify members, officers, employees and agents;

 

vi.       to enter into, make, perform and carry out, cancel andrescind contracts, agreements and understandings for any lawful purposepertaining to its business with any Nation, federal, state or localgovernmental agency or with any person, partnership, limited partnership,corporation, limited liability company, Indian Nation, Nation Entity, or otherentity, provided, that any such contracts, agreements or understandingswith any government or governmental agency or entity shall be subject toapproval of Council;

 

vii.      to lease property from the Nation, a Nation Entity orothers for such periods as are authorized by law, and to hold, mortgage, manageor sublease the same; provided, however, that nothing hereinshall be construed to include, and the Company shall not have, any power togrant or permit or purport to grant or permit any right, lien, encumbrance orinterest in or on any real property within Nation territories unless pursuantto 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 ofCouncil;

 

ix.        to lend money to any subsidiary or parent corporationsubject to the approval of Council, invest and reinvest funds, and take andhold the Company’s real and personal property as security for the payment offunds so loaned or invested;

 

x.         subject to the provisions of this Charter, to obtainfinancing and refinancing, to borrow money at rates of interest as the Companymay determine, to issue temporary or long term indebtedness and to repay thesame;

 

xi.        subject to the provisions of this Charter, to mortgageor pledge assets and receipts of the Company as security for debts;

 

xii.       to agree to any conditions attached to federal, stateor local financial assistance;

 

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xiii.     to purchase, receive, take by grant, devise, bequestor otherwise, lease or otherwise acquire, own, hold, improve, employ, use, and otherwiseenjoy all powers necessary or appropriate to deal in and with, real andpersonal property, or an interest in real or personal property, whereversituated, provided, that purchases of real property and significantexpenditures of personal property shall be subject to the approval of Council;

 

xiv.     subject to the provisions of this Charter, to sell,convey, lease, exchange, transfer or otherwise dispose of, or mortgage orpledge, or create a security interest in any of its property or an interest inits property, wherever situated; provided, however, that nothingherein shall be construed to include, and the Company shall not have, any powerto grant or permit or purport to grant or permit any right, lien, encumbranceor interest in or on any real property within the Nation unless pursuant to alease, authorized and approved by the Council;

 

xv.      to purchase, take, receive, subscribe for, orotherwise 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 byothers, whether engaged in similar or different business, governmental, orother activities, including banking corporations and trust companies, subjectto the approval of Council;

 

xvi.     to employ contractors, consultants, attorneys andaccountants, provided, that the Company shall not engage in any efforts topolitically influence any Indian nation, federal, state, or local government oftheir officials;

 

xvii.    to employ, discipline and discharge employees andestablish personnel policies and terms and conditions of employment;

 

xviii.   to undertake and carry out studies and analyses of theLewiston Golf Course;

 

xix.     to establish procedures for resolving disputes betweenthe public and the Lewiston Golf Course or any management contractor, and toestablish and implement any such procedures that may be required to beestablished and implemented with respect to operation of the Lewiston Golf Coursein accordance with applicable law;

 

xx.       to purchase insurance from any stock or mutual companyfor any property or against any risk or hazards;

 

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xxi.      to establish and maintain such bank accounts as may benecessary or convenient;

 

xxii.     to participate with others in any corporation,partnership, limited partnership, limited liability company, or otherassociation of any kind, or in any transaction, undertaking, or agreement whichthe Company would have power to conduct by itself, subject to the approval ofCouncil;

 

xxiii.    subject to the provisions of this Charter, to allowthe Company to sue and be sued in its corporate name, upon any contract, claimor obligation arising out of its activities under this Charter and to agree bycontract to waive its immunity from suit;

 

xxiv.    subject to the provisions of this Charter, to consentto the exercise of jurisdiction over any suit or over the Company by the courtsof any state, the federal courts, the courts of the Nation or any other IndianNation, 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 theNation, the agents, employees and facilities of the Nation for in-kindservices, paying the Nation mutually agreed upon share of the costs for saidin-kind services;

 

xxvi.    to declare and pay distributions in the form of cashor otherwise to SNFGC, as the Company’s immediate owner;

 

xxvii.   to enter into, make, perform and carry out, cancel andrescind any Management Contract, subject to the approval of Council;

 

xxviii.  to take such further specific actions as the Board ofDirectors may deem necessary to effectuate any or all of the purposes for whichthe Company is organized; and

 

xxix.    to enjoy the sovereign immunity of the Nation, to thesame extent as the Nation, provided that the actions of the Company orany of its officials, employees, or duly authorized agents are authorized bythe provisions of this Charter.

 

**9.****                                     ****Management of theCompany**

 

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

 

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b.              The Board of Directors of the Company shall becomprised solely of the members of the board of directors of the Seneca GamingCorporation.

 

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

 

a.               The Company shall conduct business pursuant to bylawsconsistent with this Charter and adopted by the Board of Directors, subject tothe approval of Council.

 

b.              The Company may have such officers and committees asthe 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 and accuratefinancial records, make periodic reports to the SNFGC Board and submit acomplete annual report, in written form, to the SNFGC Board as required by theprovisions of this Charter.  Copies ofsuch reports shall be provided to the Nation’s Council.

 

The members of theBoard of Directors may receive a stipend for their services as provided in thebylaws, and shall be reimbursed for actual expenses incurred in the dischargeof their duties, including necessary travel expenses.  In no event shall compensation be based onthe profitability of the operations of the Lewiston Golf Course.

 

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

 

a.               The Company may obtain financing and issue Obligationsfrom time to time subject to the approval of Council for any of its purposesand may also refinance and issue refunding obligations for the purpose ofpaying or retiring Obligations as it may determine, including Obligations onwhich the principal and interest are payable:

 

i.                            exclusively from the income and revenuesof the Lewiston Golf Course financed with the proceeds of such Obligations, orwith such income and revenues together with a grant or 

 

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subsidy from thefederal, state or Nation government in aid of such establishment ordevelopment; or

 

ii.                         from its revenues generally.

 

b.              Neither the members of the Board of Directors nor anyperson executing the Obligations shall be liable personally on the Obligationsby reason of issuance thereof.

 

c.               The Obligations of the Company shall not be a debt ofthe Nation or of the Seneca Gaming Corporation or any other Nation-charteredGaming corporation, and the Obligations shall explicitly so state on theirface.

 

d.              Obligations of the Company may be in negotiable form.

 

e.               In connection with the issuance of Obligations and tosecure the payment of such Obligations, the Company, subject to the limitationsin this Charter and the requirements of the Compact, may;

 

i.                            pledge all or any part of the gross feesor revenues of the Company to which its rights then exist or may thereaftercome into existence;

 

ii.                         provide for the powers and duties ofObligees and limit their liabilities; and provide the terms and conditions onwhich such Obligees may enforce any covenant or rights securing or relating tothe Obligations;

 

iii.                      covenant against pledging all or any partof the fees and revenues of the Company or against mortgaging any or all of thereal or personal property of the Company to which its title or right thenexists or may thereafter come into existence or permitting or suffering anylien on such revenues or property;

 

iv.                     covenant with respect to limitations on the right ofthe Company to sell, lease or otherwise dispose of the Lewiston Golf Course orany part thereof;

 

v.                        covenant as to what other or additionaldebts or obligations may be incurred by it;

 

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

 

vii.                  provide for the replacement of lost, destroyed ormutilated Obligations;

 

viii.               covenant against extending time for the payment of itsObligations or interest thereon;

 

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ix.        redeem the Obligations and covenant for theirredemption and provide for the terms and conditions thereof;

 

x.         covenant concerning any fees to be charged in theoperation of the Lewiston Golf Course, the amount to be raised each year orother period of time by such fees and other revenues, and as to the use anddisposition to be made thereof;

 

xi.        create or authorize the creation of special funds formonies held for construction, development or operating costs, debt service,reserve or other purposes, and covenant as to the use and disposition of themonies held in such funds;

 

xii.       prescribe the procedure, if any, by which the terms ofany contract with holders of Obligations may be amended or abrogated, theproportion of outstanding Obligations the holders of which must consentthereto, and the manner in which such consent may be given;

 

xiii.      covenant as to the use, maintenance and replacement ofthe real and personal property of the Company, the insurance to be carriedthereon and the use and disposition of insurance proceeds;

 

xiv.     covenant as to the rights, liabilities, powers andduties arising upon the breach by it of any covenant, condition or obligation;

 

xv.      covenant and prescribe as to events of default andterms and conditions upon which any or all of its Obligations become or may bedeclared due before maturity, and as to the terms and conditions upon whichsuch declaration and its consequences may be waived;

 

xvi.     vest in any Obligees or any proportion of them theright to enforce the payment of Obligations or any covenant securing orrelating to the Obligations;

 

xvii.    exercise all or a part or a combination of the powersgranted in this section;

 

xviii.   make covenants other than and in addition to thecovenants expressly authorized in this section, of like or different character;

 

xix.      make any covenants and do any acts and thingsnecessary or convenient or desirable in order to secure its Obligations, or, inthe absolute discretion of the Company, tending to make the Obligations moremarketable although the covenants, acts or things are not enumerated in thissection;

 

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

 

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

 

provided, however, that nothing hereinshall be construed to include, and the Company shall not have, any power towaive any of the privileges or immunities of the Nation, to borrow or lendmoney on behalf of the Nation, or to grant or permit or purport to grant orpermit any right, lien, encumbrance or interest in or on any of the assets ofthe Nation.

 

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

 

a.     The Board of Directors shall prepare and submit to theSNFGC Board within thirty (30) days after the close of each quarter a quarterlyreport, signed by the Board Chairperson and the Chairperson of the BoardFinance Committee, showing:

 

  i.       a summary of the quarter’s activities;

 

 ii.       the financial condition of the Company and of theLewiston Golf Course;

 

iii.       any significant problems and accomplishments;

 

iv.       plans for the following quarter; and

 

 v.       such other information as the Board of Directors orthe SNFGC Board deems pertinent.

 

b.     The Board of Directors shall prepare and submit to theSNFGC Board within sixty (60) days after the close of each fiscal year anannual report, signed by the Board Chairperson and the Chairperson of the BoardFinance Committee, showing;

 

  i.       a summary of the fiscal year’s activities;

 

 ii.       the complete financial condition of the Company and ofthe Lewiston Golf Course including a detailed report outlining the operationsof 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 orthe SNFGC Board deems pertinent.

 

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

 

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

 

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b.     The Board of Directors shall establish and install anaccounting system (i) in conformity with generally accepted accountingprinciples industry, and (ii) necessary and advisable, in the reasonablediscretion of the Board of Directors, in order to manage the assets of theCompany.

 

c.     The accounts and records of the Company shall beaudited at the close of each fiscal year and a copy of the audit report shallbe furnished to the SNFGC Board and the Nation’s Executives and Councillorswithin 60 days of completion.

 

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

 

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

 

a.     The Company shall (i) indemnify, save and holdharmless the Nation and its agents and employees from any and all claimsarising out of its activities, (ii) defend at its own cost and expense anyaction or proceeding commenced for the purpose of asserting any claim arisingout of its activities, and (iii) reimburse any expense which may beincurred by the Nation to defend any such claim until the Company assumes suchdefense; provided, however, that the Nation shall have the right,but not the obligation, to participate, at the Company’s expense, in anysettlement, compromise or litigation thereof through counsel of its own choiceand shall have the right to direct and control the negotiations, settlement andlitigation if the same shall have a direct effect upon the Nation.

 

b.     The Company shall indemnify, save and hold harmlessthe Board members and officers of the Company, or any person acting at theirofficial direction, if any one of them is a party or is threatened to be made aparty to any threatened, pending or completed action or proceeding, whethercivil, criminal, administrative or investigative, by reason of the fact that heor she is or was a member of the Company Board, or officer, or person acting attheir official direction, against expenses (including attorneys’ fees), judgments,fines and amounts paid in connection with such action, suit or proceeding, ifsuch person had no reasonable cause to believe that his or her conduct wasunlawful or otherwise improper; provided, however, that noindemnification shall be made for which such person shall have been adjudged tobe liable for willful misconduct or a violation of the criminal law in theperformance of such person’s duty to the Company, unless, and then only to theextent that, the court in which such action or suit is brought shall determineupon application that, despite the adjudication of liability but 

 

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in view of all the circumstances of the case, suchperson is fairly and reasonably entitled to indemnity for such expense as suchcourt shall deem proper.

 

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

 

The Board of Directors,on behalf of and in the name of the Company, shall obtain or provide for theobtaining of adequate fidelity bond coverage of its officers, agents, oremployees handling cash or authorized to sign checks or certify vouchers.

 

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

 

All property includingfunds acquired or held by the Company pursuant to this Charter shall be exemptfrom levy and sale by virtue of an execution, and no execution or otherjudicial process shall issue against the same nor shall any judgment againstthe Company be a charge or lien upon such property. However, the provisions ofthis section shall not apply to or limit the right of lenders or Obligees topursue any remedies for the enforcement of any pledge or lien given by theCompany on its fees or revenues, nor to any explicit waiver of immunityspecifically subjecting Company property to levy, execution or judicial processwhich is contained in a contract and approved by resolution of the Board ofDirectors as provided in this Charter.

 

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

 

a.     In the event of the dissolution or final liquidationof the Company, none of the property of the Company nor any proceeds thereofshall be distributed to or divided among any of the directors or officers ofthe Company or inure to the benefit of any individual.

 

b.     After all liabilities and obligations of the Companyhave been paid, satisfied and discharged, or adequate provision made therefor,all remaining property and assets of the Company shall be distributed to SNFGCor, at the Nation’s direction, to one or more organizations designated pursuantto a plan of distribution, provided that, as a matter of the laws of theNation, 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**

 

This Charter may beamended within the first sixty (60) days after its adoption by a majority voteof the Council; provided, however, that thereafter no provisionof this Charter may be amended unless the Council shall have twice approvedsuch amendment by twelve (12) votes of the Councillors at two (2) 

 

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separate sessions of theCouncil convened no less than one (1) week apart.

 

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

 

If any provision of thisCharter is held invalid, the remainder of the provisions of this Charter shallnot be affected.

 

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

 

This Amended and RestatedCharter shall be effective on April 23, 2009.

 

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