NIGA Board Meeting Material

NIGA Board Meeting Material

Board of Directors Virtual Meeting Friday, October 2, 2020 3:00 p.m. EDT

1. Call to Order 2. Invocation 3. Virtual Roll Call 4. Approval of Minutes: Board Meeting September 2019 5. Chairman’s Report

a. Actions Taken by National Indian Gaming Association During Pandemic i. Increased Virtual Lobbying And Media Appearances ii. Increased Virtual Training Series b. Tribal Gaming Training and Technical Assistance i. Increased Commissioner Training c. FY 2021 Outlook and Planning i. 2021 Conferences and Covid-19

6. Executive Director’s Report a. Legislative Updates

i. Tribal Government Relief Funds ii. Tribal Enterprise Relief iii. Tribal Casino Issues for 2021

1. Covid-19 Policies/Liability Protection 2. Tribal Gaming Revenues and NIGC Budget

b. Membership Update i. Tribal Dues for 2021—Significant Part of NIGA 2021 Budget

7. Treasurer’s Report

a. Joseph Eve, Wipfli, 2020 Audit Report b. 2021 Budget c. NIGA Operating Budget Challenges For 2021

8. Old Business

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9. New Business

a. NIGA Officer Elections:: Vice-Chairman and Treasurer

10. Announcements 11. Date of Next Meeting a. Spring 2021

b. San Diego 2021 Tradeshow Scheduled for April 16, 2021

12. Adjourn

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NIGA Board of Directors Roll Call

Chairman Ernest L. Stevens Jr. Vice-Chairman (Acting)

Pacific Delegate Mark Macarro Alternates:

Richard Jones Rosemary Morillo Gary Santos

David Bean Treasurer Andy Ebona Secretary Paulette Jordan Alaska Delegate Vacant Eastern Delegate Robert McGhee Alternates:

Rocky Mountain Delegate Tino Batt Alternate: Jenni Wildcat Southern Plains Delegate Lester Randall Alternate: Joe Poe Jr. Southwest Delegate Stuart Paisano Alternates: Idak Fierro Western Delegate Verlon Jose Alternate: Paul Russell Ned Norris At-Large Greg Abrahamson Rodney Butler Kurt BlueDog Stephen Lewis Associate Member Delegate (Non-Voting) Russell Witt Jodi DiLascio Chris Georgacas

Michael Conners William Canella Eastern Oklahoma Delegate Matthew Morgan Alternates: Billy Friend Jerry Lankford Craig Harper Great Plains Delegate Collette Brown Alternates:

William “Shorty” Brewer Randy Phelan

Midwest Delegate Brandon Stevens Alternates:

Craig Gravatte Melanie Benjamin

Navajo Delegate Seth Damon Alternate: Northwest Delegate Denise Harvey Alternates:

Myron Lizer

David Bean (non-voting) Paulette Jordan (non-voting)

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BOARD OF DIRECTORS 2020

Chairman Ernest L. Stevens Jr. Oneida Nation of Wisconsin

224 Second Street, SE Washington, DC 20003 (920) 857-3727 Fax: (920) 857-3716 Vice-Chairman David Z. Bean Puyallup Tribe of Indians 3009 East Portland Avenue Tacoma, WA 98404 (253) 370-6935 [email protected] Treasurer Andy Ebona Douglas Village P.O. Box 240826 Douglas, AK 99824 (907) 364-2901 Fax: (907) 586-3301 [email protected] Secretary

Paulette Jordan Coeur D’Alene (208) 686-5303

[email protected] [email protected]

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BOARD OF DIRECTORS 2020

Alaska Delegate vacant

Eastern Delegate Robert McGhee Poarch Band of Creek Indians 5811 Jack Springs Road Atmore, AL 36502 (251) 368-9136 [email protected] Alternate:

Michael Conners St. Regis Mohawk Margaret Terrance Memorial Way Akwesasre, NY 13655 (518)651-4142 [email protected] William Canella

Seneca Nation 90 Ohiyo Way Salamanca NY 14779 (716)803-7959 [email protected]

Eastern Oklahoma Delegate Matthew Morgan Chickasaw Nation 2020 Lonnie Abbott Blvd. Ada, OK 74820 (580) 272-7070 [email protected] Alternate: Billy Friend Wyandotte Nation

64700 E. Highway 60 Wyandotte, OK 74370 (918) 397-9059 (918) 678-2297 (office) [email protected]

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BOARD OF DIRECTORS 2020

Jerry Lankford Miami Tribe P.O. Box 1326 Miami, OK 74354 (918)541-1300 [email protected] Craig Harper Peoria Tribe 1000 Buffalo Run Blvd. Miami, OK 74354 (918)542-7160 [email protected]

Great Plains Delegate Colette Brown Spirit Lake Nation

7889 Highway 57 South Saint Michael, ND 58370 (701)230-5723 [email protected] Alternate:

William “Shorty” Brewer Oglala Sioux Tribe P.O. Box 2070 Pine Ridge, SD 57770 (605) 441-6023 [email protected] Randy Phelan Mandan, Hidatsa, & Arikara Nation (“Three Affiliated Tribes”) 404 Frontage Road New Town, ND 58763 (701) 627-4781 [email protected]

Midwest Delegate Brandon Stevens Oneida Nation of Wisconsin P.O. Box 365 Oneida WI 54155 (920) 619-3177 [email protected]

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BOARD OF DIRECTORS 2020

Alternate:

Craig Graveratte Saginaw Chippewa Indian Tribe 7070 E Broadway Mt. Pleasant, MI 48858 [email protected] Melanie Benjamin Mille Lacs Band of Ojibwe 43408 Oodena Drive Onamia, MN 56359 (320) 390-2521 [email protected]

[email protected]

Navajo Delegate Seth Damon, Speaker PO Box 3390 Window Rock, AZ 86515 (928)871-7160 [email protected] Alternate:

Myron Lizer, Vice President PO Box 7440 Window Rock, AZ 86575 (928)871-7000 [email protected]

Northwest Delegate Denise Harvey The Confederated Tribes of Grand Ronde

9615 Grand Ronde Road Grand Ronde, OR 97347 (503)879-2353 [email protected] Alternate:

David Z. Bean (non-voting) Puyallup Tribe of Indians 3009 East Portland Avenue Tacoma, WA 98404 (253) 370-6935 [email protected] Paulette Jordan (non-voting)

Coeur D’Alene (208) 686-5303

[email protected] [email protected]

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BOARD OF DIRECTORS 2020

Pacific Delegate Mark Macarro, Chairman Pechanga Band of Luiseño Indians P.O. Box 1477 Temecula, CA 92592 (951) 533-7000 [email protected] Alternate: Richard Jones

Table Mountain Rancheria 6132 N. McCall Avenue Clovis, CA 93619 (559)704-7337 [email protected] Rosemary Morillo Soboba Band P.O. Box 127 San Jacinto, CA 92581 (951) 634-8201 [email protected] Gary Santos Tule River Tribe 289 South Reservation Road Porterville, CA 93257 (559) 361-6814 [email protected]

Rocky Mountain Delegate Tino Batt Shoshone-Bannock Tribes P.O. Box 306 Fort Hall, ID 83203 (208)269-6033 [email protected] Alternates: Jenni Wildcat

Northern Arapaho Tribe P.O. Box 1760 Riverton, WY 80501 (307) 438-6033 [email protected]

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BOARD OF DIRECTORS 2020

Southern Plains Delegate Lester Randall Kickapoo Tribe of Kansas 824 111 th Dr. Horton, KS 66435 [email protected] Alternates: Joe Poe Jr. Kiowa Tribe

2924 Mockingbird Lane Midwest City, OK 73110 [email protected]

Southwest Delegate Stuart Paisano Pueblo of Sandia 481 Sandia Loop Bernalillo, NM 87004 (505) 238-5519 [email protected] Alternate:

Idak Fierro Pueblo of Pojoaque 30 Buffalo Thunder Trail Santa Fe, NM 87506 [email protected]

Western Delegate Verlon Jose Tohono O’Odham Nation P.O. Box 837 Sells, AZ 85634 (520) 383-2028 [email protected] Alternates: Paul Russell

Fort McDowell Yavaipai Nation (480)789- 7201 P.O. Box 17779 Fountain Hills, AZ 85269 [email protected]

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BOARD OF DIRECTORS 2020

Ned Norris Tohono O’Odham Nation P.O. Box 22230 Tucson, AZ 85734 (520)342-2901 [email protected]

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BOARD OF DIRECTORS 2020

At-Large Greg Abrahamson Spokane Tribe PO Box 100 6195 Fond Wellpinit Road Wellpinit, WA 99040 (509) 458-6507 Fax: (509) 458-6553 [email protected] Rodney Butler Mashantucket Pequot Tribal Nation P.O. Box 3060 Mashantucket, CT 06338 (860)396-6133 [email protected] Kurt BlueDog Shakopee Mdewakanton Sioux Community 5001 American Blvd. West, Suite 500 Bloomington, MN 55437 (952) 893-1813 [email protected] Stephen Lewis, Governor Gila River Indian Community P.O. Box 97 Sacaton, AZ (520) 562-9845 [email protected] Associate Member Delegates (Non-Voting) Jodi DiLascio Director Tribal Gaming BMM Testlabs [email protected] Russell Witt Director of Central Determinate Gaming Incredible Technologies [email protected] Chris Georgacas President/CEO Goff Public [email protected]

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BYLAWS OF THE NATIONAL INDIAN GAMING ASSOCIATION A District of Columbia Nonprofit Corporation As Amended {May 13, 2014}

1. Name. The name of this corporation is the National Indian Gaming Association (“NIGA”). 2. Offices of the Corporation. The principal office for the transaction of the activities and affairs of the National Indian Gaming Association (“principal office”) is located at 224 Second Street S.E., Washington, D.C. 20003. The Tribal Government Membership (“Tribal Membership”) may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on the bylaws opposite this Section, or this Section may be amended to state the new location. 3. Purposes. 3.1 NIGA is a nonprofit mutual benefit corporation organized under the District of Columbia Nonprofit Corporation Act (the “Nonprofit Act”). The purpose of NIGA is to engage in any lawful act or activity for which a corporation may be organized under the Nonprofit Act. 3.2 The specific purposes for which NIGA is formed are those authorized under section 501(c)(6) of the Internal Revenue Code of 1986, including the following: A. To promote, protect and preserve the general welfare and interests of Indian tribes through the development of sound policies and practices with respect to the conduct of gaming activities in Indian country; B. To assist Indian tribes and the federal government by providing technical assistance relating to the Indian gaming industry wherever such assistance may benefit the common interests of NIGA members and the Indian gaming community generally; C. To disseminate information to the Indian gaming community, the federal government and the general public on issues related to the conduct of gaming in Indian country; D. To preserve and protect the integrity of gaming conducted in Indian country; and E. To maintain, protect and advocate Indian tribal sovereignty. 3.3 The purposes of NIGA will be implemented and promoted through conferences, projects and programs for the Indian gaming industry, consultation with and dissemination of information to tribal governments, Indian gaming enterprises, businesses involved in the Indian gaming community, and governments having an interest in Indian gaming, and appearances before public bodies. 4. Policies. The following are policies of NIGA: A. NIGA shall be nonprofit, nonsectarian, and nonpartisan.

Bylaws of the National Indian Gaming Association

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As Amended May 13, 2014

B. The name of NIGA or of any member or member’s representative in their capacity as such, or of any official or representative of NIGA, shall not be used in connection with any commercial concern or for any purpose not appropriately related to the authorized promotion of NIGA purposes. All use of such names, except for identification purposes, must be approved by NIGA prior thereto. C. All members will be encouraged to abide by any Code of Ethics adopted by the NIGA Tribal Membership. Classes, Qualifications and Rights of Membership. 5.1 The Association shall have two classes of members, designated as follows: Member Tribes and Associated Members. Only Member Tribes shall be entitled to vote. 5.2 A voting membership in NIGA as a Member Tribe shall be open to any federally recognized tribe, community, rancheria, colony, pueblo, band, nation, or other federally recognized tribal group or community of Indians (“Tribe” herein). A Tribe desiring to become a member shall present to the Secretary of NIGA, in writing, a resolution or other authority of the Tribe’s governing body committing itself to the purposes and policies of the NIGA Articles of Incorporation and Bylaws and designating a representative of the Tribe to attend meetings of the Tribal Membership. A Member Tribe may designate alternates to represent it, but each Member Tribe shall have only one vote. Members Tribes shall have the right to vote on the election of officers, the disposition of all or substantially all of the Association’s assets, any merger and its principal terms and any amendment of those terms, election to dissolve the Association, any other business duly brought before the Tribal Membership. Member Tribes shall have all rights afforded members under the Nonprofit Act. Upon payment of the dues and approval of the application by the Board of Directors, such applicant shall become a Member Tribe. 5.3 In order to further the purposes and policies of NIGA and in recognition of the valuable technical expertise and knowledge which is available in the gaming industry generally, NIGA shall have a class of membership known as “Associate Members.” NIGA Associate Members may attend meetings of the Tribal Membership on invitation of the Tribal Membership only, but may not vote. The Association may refer to such persons or entities as “members” even though those persons or entities are not voting members of NIGA. 5.4 Any person or business desiring an Associate Membership shall complete an application in the form prescribed by the Board of Directors and shall be recommended and sponsored by no less than one (1) Member Tribe involved in gaming. All persons or entities involved in the Indian gaming industry shall be eligible to apply for membership as Associate Members provided they fulfill the requirements set forth above and meet the following criteria: A. Support gaming by Indian tribes as a means of promoting tribal economic development, self-sufficiency, and strong tribal governments; B. Is not a person or entity whose prior activities, criminal record, if any, or reputation, habits or associations pose a threat to the public interest or to the effective regulation of gaming, or create or enhance the dangers of unsuitable, unfair, or illegal practices and methods in activities in the conduct of gaming or the carrying on of the business or financial arrangements incidental thereto: C. Commit themselves or itself to the NIGA Articles of Incorporation and Bylaws; and D. Pay the required initiation fee.

5.

Bylaws of the National Indian Gaming Association

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As Amended May 13, 2014

5.5 All applications for Associate Membership shall be submitted to the Board of Directors on the membership application form prescribed by the Board of Directors. The names and addresses of such applicants shall be circulated among all Members Tribes by the Secretary within ten (10) days after receipt thereof, with an invitation that Members Tribes provide the Board of Directors, through the NIGA Secretary, with comments on the application. In connection with any application, the Board of Directors may conduct an examination and investigation of the applicant and request any additional information which it deems necessary. The application shall be acted upon by the Board of Directors within sixty (60) days after notice to the Member Tribes has been completed, as follows: the Board of Directors shall either approve or reject the application, In the event the application is approved, the applicant shall become a member thirty (30) days after such approval unless there is written opposition filed with the Secretary by a Member Tribe within such time period, in which event the Board of Directors shall review its approval in light of such objection. The Board of Directors shall determine the basis of the objection and may seek further information with respect thereto. If the Board of Directors again approves the application, it shall notify all objecting Members Tribes which shall have ten (10) days to request a meeting of the Tribal Membership. Such meetings shall be noticed and held in accordance with Section 8 herein. The Tribal Membership may approve or reject the application, and its decision shall be final. Any rejected applicant may reapply after six (6) months has elapsed from the submission date of any prior application. In the event an applicant is rejected by the Board of Directors, or no action has been taken on the application within said sixty (60) day period, the applicant will be granted an opportunity to be heard by the Tribal Membership on request of the applicant’s sponsoring Tribal Member(s). The disposition of any application for an Associate Membership shall be subject to the sole discretion of NIGA and is not subject to review by any court or other tribunal. 5.6 An initial certificate of membership will be provided to each Member Tribe and Associate Member upon approval of the membership application as set forth above and payment of the annual membership dues. Dues, Fees and Assessments 6.1 Each member must pay, within the time and on the conditions set by the Tribal Membership, the amounts to be fixed from time to time by the Tribal Membership. 6.2 The annual dues for Member Tribes shall be as follows: A. Tribes Not Engaged in Gaming: $800 B. Tribes Engaged in Gaming with gross revenues of less that $10 Million annually: $1500 C. Tribes Engaged in Gaming with gross revenues of $10 Million or more annually and less than $25 Million annually: $3500 D. Tribes Engaged in Gaming with gross revenues of $25 Million or more annually and less than $50 Million annually: $7500 E. Tribes Engaged in Gaming with gross revenues of $50 Million or more annually and less than $100 Million annually: $15,000 F. Tribes Engaged in Gaming with gross revenues of $100 Million or more annually: $25,000 As used herein, the term “gross revenues” shall mean all gaming revenues less prizes and payouts. All dues are payable on January 1 of each year, and shall be delinquent if not paid by February 28 of that

6.

Bylaws of the National Indian Gaming Association

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As Amended May 13, 2014

year. Late dues payments shall be accompanied by a late payment fee of 10% of the amount due. All dues for new members shall be prorated based on the portion of the year remaining when the application for membership is accepted. 6.3 The annual dues for Associate Members shall be set for the subsequent year by the Board of Directors during the Mid-Year meeting or shall remain the same for the following year if not adjusted at the Mid-Year meeting. 6.4 Those members who have paid the required amounts in accordance with these bylaws and who are not suspended shall be deemed to be in good standing. 7. Termination and Suspension of Membership 7.1 A membership shall terminate upon occurrence of any of the following events: A. Resignation of the member; B. Expiration of the period of membership, unless the membership is renewed; C. Failure of the member to pay such amounts as set by the Tribal Membership, within sixty (60) days after they become due and payable; D. Occurrence of any event which renders the member ineligible for membership, including the failure to satisfy membership qualifications; or E. Expulsion of the member under these bylaws based on a good faith determination by the Tribal Membership that the member has failed in a material and serious degree to observe the NIGA articles of incorporation or bylaws, or has engaged in conduct materially and seriously prejudicial to the purposes or policies of NIGA. 7.2 Members shall be given thirty (30) days prior notice of any proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice, but shall include, at a minimum, notice as required for an annual meeting. Such member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the due date of the proposed expulsion or suspension. The Tribal Membership shall decide whether or not the member shall be suspended, expelled or sanctioned in some other way. The decision of the Tribal Membership shall be final. Any action challenging an expulsion, suspension or termination of membership, including a claim alleging defective notice, must be commenced within six (6) months after the date of the expulsion, suspension or termination. 8. Meetings of the Tribal Membership 8.1 NIGA shall have at least one meeting approximately every six months and such other meetings as the Tribal Membership or Board of Directors as provided herein shall deem necessary. One Tribal Membership meeting per year shall be held during the Tradeshow and Conference and shall be deemed to be the NIGA annual meeting at which the election of officers shall take place. The Tribal Membership shall be given written notice of not less than thirty (30) days prior to such annual meeting of the date and place of such meeting. 8.2 Meetings of the Tribal Membership other than the annual meeting may be called by the Chairman, the Board of Directors, or one third of the Member Tribes.

Bylaws of the National Indian Gaming Association

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As Amended May 13, 2014

8.3 Thirty percent (30%) of the Tribal Membership, present in person, shall constitute a quorum for the transaction of business. All business items requiring a vote by Tribal Membership shall be noticed not less than thirty (30) calendar days prior to the first day of the NIGA Tradeshow and Conference Tribal Membership meeting. All noticed business items shall be placed on the first day agenda and voted on after the establishment of a quorum. Once established, a quorum remains in effect until the meeting is adjourned or until a quorum is lost pursuant to a quorum call. 8.4 Roberts Rules of Order shall govern procedures at all meetings of the Association where they are not in conflict with these bylaws. 8.5 Meetings shall be held at such times and places as the Tribal Membership, if it calls the meeting, or the Board of Directors, if called by it, or the Chairman, deems appropriate. 8.6 Except as otherwise set forth herein, notice of any meeting shall be in writing and shall be given at least fifteen (15) business days but no more than ninety (90) days, before the meeting date. As used in these bylaws, a “business day” shall mean any day between Monday and Friday, inclusively, but excluding federal holidays. The notice shall be given either personally or by telecopier with confirmation by registered or certified mail, or by said registered or certified mail, and shall be addressed to each member entitled to vote, at the address of that member appearing on NIGA’s books or at the address given by the member to the corporation for purposes of notice. If no address appears on NIGA’s book and no address has been so given, notice shall be deemed to have been given if either (1) notice is sent to that member by the means set forth above to the member’s principal office as identified by the Bureau of Indian Affairs, and (2) notice is published at least once in a newspaper of general circulation in the county in which the principal office of said Member is located. Notice shall be deemed made upon receipt except in the case of publication, in which event service shall be deemed to have commenced upon such publication. 8.7 Voting may be by voice or ballot, except that any election of officers must be by secret ballot. 8.8 Each voting member shall be entitled to cast one vote, through its designated representative, on each matter submitted to a vote of the members. Member Tribes must be present to vote and may not cast their vote through representatives of other Member Tribes, i.e., there shall be no proxy voting. 8.9 If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number of voting by classes is required by the Nonprofit Act, the articles of incorporation, or herein. 8.10 Member Tribes may send delegations to Tribal Membership meetings consisting of duly authorized representatives, alternates and anyone else who would be eligible to be an authorized representative. Tribal delegations to meetings of the Tribal Membership shall not exceed five (5) persons unless specifically authorized by the Tribal Membership. The presence of any authorized representative or designated alternate of a Member Tribe at a meeting of the Tribal Membership shall constitute the presence of such member at that meeting. 8.11 A member’s attendance at a meeting constitutes a waiver of notice of and presence at that meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

9.

Corporate Powers Vested in the Tribal Membership

Bylaws of the National Indian Gaming Association

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As Amended May 13, 2014

9.1 Subject to the provisions and limitations of the Nonprofit Act and any other applicable laws, and subject to any limitations in the articles of incorporation and bylaws regarding actions that require the approval of the members, NIGA’s activities and affairs shall be managed, and all corporate power shall be exercised, by or under the direction of the Tribal Membership. 9.2 Without prejudice to the general powers set forth in the articles of incorporation and herein, but subject to the same limitations, the Tribal Membership shall have the power to do all things necessary to transact the affairs of NIGA, including but not limited to the power, either directly or through officers and agents of NIGA, to: A. Appoint and remove NIGA agents, consultants, representatives, professionals, and employees; prescribe powers and duties for them consistent with the law, the articles of incorporation and these bylaws; fix their compensation; and require from them security for faithful performance of their duties. B. Change the principal office from one location to another; cause NIGA to be qualified to conduct its activities on any reservation or in any state, territory, dependency or country; C. Adopt and use a corporate seal; prescribed the forms of membership certificates; alter the forms of the seal and certificates; D. Borrow money and incur indebtedness on behalf of NIGA; cause to be executed and delivered for its purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities; and E. Open bank accounts; protect and invest NIGA assets; and enter into contracts, trusts, agreements and other transactions for and on behalf of NIGA. The Board of Directors shall consist of the officers identified in Section 11.1 and elected in accordance with Section 11.2 (“Officers”), and such other Member Tribes, elected as regional representatives in accordance with Section 10.4. 10.2 Subject to any limitations imposed by these bylaws or by a vote of at least 75% of the Member Tribes voting in person at any meeting of the Tribal Membership, in the intervals between Tribal Membership meetings, the Board of Directors shall have the powers and authority to act as if it was the full Tribal Membership in order to transact any and all business and implement any of the purposes of the corporation. 10.3 Notices, meeting and voting of the Board of Directors shall be governed similarly to those rules applicable to the Tribal Membership meeting, except that (a) the notice period may be reduced by approval of a majority of the Board of Directors; (b) such meetings may be by telephone conference call; and (c) sixty percent (60%) of the Board of Directors, present in person (or if by telephone, on line) shall constitute a quorum for the transaction of business. 10.4 The Member Tribes from each NIGA region, as defined in Appendix A, with at least one (1) or more Member Tribes in good standing, shall select a regional representative from each region, regardless of whether one or more Officers is from such region, so that at all times the Board of Directors, other than the Officers, shall have among its members at least one representative from each such region (“Regional Representatives”). The Regional Representatives shall be selected by a majority vote of Member Tribes from such region, according to rules of notice and election which are similar to those set forth in paragraph 11.8 hereof. The Member Tribes from the region Board of Directors 10.1

10.

Bylaws of the National Indian Gaming Association

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As Amended May 13, 2014

may also elect additional alternates to serve in the absence of the elected regional representative or first alternate. Each region shall be entitled to cast one vote on each matter submitted to a vote of the Board of Directors. Until such time as ratified; the Bureau of Indian Affairs (BIA) Regions will remain in effect. 10.5 In addition to those Board of Director members selected in accordance with the foregoing, the Officers may appoint up to four (4) additional members of the Tribal Membership to serve as at- large members on the Board of Directors if such Officers, voting as a group, determine such appointments to be in the best interest of NIGA. 10.6 No person shall be eligible to serve on the Board of Directors unless such person meets the qualifications set forth in section 11.4 of these bylaws. 10.7 NIGA shall be officially notified of such selection by receipt of a resolution of the Member Tribes of the region certifying that such election had been held in accordance with these bylaws and qualifying the representative and alternates, if any, as meeting the qualifications necessary to serve on the Board of Directors. The Officers of NIGA shall consist of a Chairperson, Vice-Chairperson, Secretary and Treasurer, no two of which offices may be held by the same person. The four elected Officers shall comprise the Executive Committee, which shall exercise such authority as may be granted by the Board of Directors. 11.2 Officers shall be elected at the NIGA annual meeting by a majority vote of the Member Tribes eligible to vote. 11.3 Officers shall assume their official duties before the close of the meeting at which they were elected and shall serve for a term of twenty-four (24) months or until the election and qualification of their successors, except that the first term of the Vice- Chairman and the Treasurer elected under the effect of this bylaw as amended to increase the term from twelve (12) months to twenty- four (24) months, shall be one (1) year. 11.4 No person shall be eligible to be an Officer or member of the Board of Directors (including any alternate to a regional representative) unless such person is the designated representative of a Member Tribe to the Tribal Membership and is an enrolled member of a Tribe. 11.5 A vacancy in the office of the Chairperson shall be automatically filled by the Vice-Chairperson for the unexpired term of the Chairperson’s office. Vacancies occurring in other Offices shall be filled for the unexpired term by a person elected by the Tribal Membership, notice of such election having been given in accordance with paragraph 11.8. Any successor, whether permanent or temporary, elected to fill a vacancy, must have the same eligibility qualifications of regional diversity among the officers, as set forth in paragraph 10.1, above. 11.6 Officers may be removed for cause by the Tribal Membership by a majority vote. 11.7 Officers may resign by submitting a written resignation subject to acceptance by the Tribal Membership. 11.8 Officers and Their Election 11.1 The Board of Directors shall nominate qualified candidates for election as Officers at least 120 days before the date of any election meeting. At least 90 days before the date of the election, the Secretary shall forward to each Member, with the notice of meeting, a list of all candidates nominated under this Section. Any three (3) Member Tribes may also submit nominations for

11.

Bylaws of the National Indian Gaming Association

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As Amended May 13, 2014

Officers to the NIGA Secretary in the same manner as the Board of Directors, and the Secretary shall give notice of such nominations in like manner. In addition, nomination by any Member Tribe may be made from the floor at any meeting at which an election for such Officer’s position is being held, upon motion duly made and seconded. 11.9 The election of Officers shall be held as the first order of business after the lunch break on the second day of the annual meeting. In the event the annual meeting is scheduled to be a one-day event, the election shall be held after lunch on the first day. An Executive Director may be appointed and removed by the Tribal Membership upon the recommendation of the Board of Directors and shall serve in such position as an Officer and be entitled to participate in all NIGA functions, but shall not be entitled to vote in those matters, requiring a vote of the Tribal Membership, the Board of Directors, or the Officers. 12.2 Executive Director 12.1 The Executive Director shall be responsible for the day-to-day administration of NIGA and shall execute the policies and programs established by the Tribal Membership and the Board of Directors in accordance with the directives received there from and shall perform such other duties and assume such other responsibilities as may be directed by the Board of Directors and the Tribal Membership. The Chairperson shall preside at all NIGA meetings, shall sign all contracts and official documents duly authorized by NIGA, and shall perform such other duties as usually pertain to the office of the Chairperson, including but not limited to duties as may be delegated to him by the Tribal Membership and Board of Directors. 13.2 The Vice-Chairperson shall perform the duties of the Chairperson in the absence or disability of that officer to act, and shall perform such other duties as the Tribal Membership or the Chairperson shall direct. 13.3 The Secretary shall attend, and keep the minutes of, the meetings of the Tribal Membership and Board of Directors and shall perform such other duties as usually pertain to the Office of Secretary. Such minutes will be executed within thirty (30) days or before the next meeting of the Tribal Membership and Board of Directors, whichever first occurs. 13.4 The Treasurer shall have the ultimate custody and control of, and responsibility for, all NIGA funds and securities and shall deposit same in such bank or depository as the Tribal Membership shall, by resolution, so direct; shall keep a full and accurate account of all monies received and paid on account of the Association; and shall have such other duties as usually pertain to the office of Treasurer or such other duties as may be assigned by the Tribal Membership. Thirty (30) days before any semi-annual meeting of the Tribal Membership as set forth in paragraph 8.1 above, the Treasurer shall cause a financial report to be distributed to each Member Tribe. Duties of Officers 13.1

12.

13.

14. Membership Records The Secretary shall keep or cause to be kept, at the corporation’s principal office or at a place determined by resolution, a record of the corporation’s members, showing each member’s name, address, and class of membership. Similar information shall be maintained with respect to each official tribal representative and alternate as certified in paragraph 5.2 above. 15. Books of Account

Bylaws of the National Indian Gaming Association

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As Amended May 13, 2014

The Treasurer shall keep and main or cause to be kept and maintained, at the principal office of NIGA, adequate and correct books and accounts of its properties and transactions. The Treasurer shall send or cause to be given to the Member Tribes and directors such financial statements and reports as are required by law, by these bylaws, or by the Tribal Membership, Board of Directors, or Executive Committee to be given. The books of account shall be open to inspection by any Member Tribe at all reasonable times. 16. Right of Indemnity 16.1 For the purpose of this section, “agent” means any person who is or was a director, officer, employee or other agent of NIGA or its predecessor unincorporated association; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; “expenses” includes without limitation attorneys’’ fees and any expenses of establishing a right to indemnification under this section; and “person” includes any entity. 16.2 NIGA shall indemnify any officer, director, employee or Member Tribe of NIGA who was or is a party or is threatened to be made a party to an proceeding (other than an action by or in the right of NIGA to procure a judgment in its favor, any action for self-dealing, or an action for any breach of duty relating to NIGA assets) by reason of the fact that such person is or was an agent of NIGA, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of NIGA and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding, whether by judgment, settlement, plea or otherwise, shall not create any presumptions with respect to the aforesaid issues relating to good faith, reasonable belief, best interests of NIGA or reasonable cause regarding unlawful conduct. 16.3 With respect to proceedings brought by or in the right of NIGA, such persons shall be indemnified for expenses, but not otherwise, which are actually and reasonably incurred in connection with the defenses or settlement of such proceeding if such person acted in good faith, in a manner such person believed to be in the best interests of NIGA and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances, provided that if such person is found liable, the tribunal before which such proceeding is pending makes a determination upon all the circumstances of the case that such person is fairly and reasonably entitled to indemnity for the expenses which such tribunal shall determine.

17.

Fiscal Year The fiscal year of the Association shall be January 1 through December 31.

18.

Amendments 18.1

The NIGA articles of incorporation and these bylaws may be amended or revised at any regular meeting of the Tribal Membership by a two-thirds (2/3) vote of the Member Tribes present and voting, provided that thirty (30) days prior written notice of the meeting together with a copy of the proposed amendment shall have been given to all members. 18.2 A committee may be appointed to prepare and submit any amendments or revisions to the articles of incorporation or bylaws upon a majority vote of Member Tribes present and voting. 19. Sovereign Immunity of Members

Bylaws of the National Indian Gaming Association

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As Amended May 13, 2014

Nothing in the articles of incorporation or bylaws of NIGA or any other documents thereof, or by virtue of membership in NIGA, shall act or is intended or may be interpreted as a waiver of the sovereign rights or immunities of NIGA or any of its members, or of its or their officers, directors, members, agents or representatives, of any rights or privileges secured thereto by any treaty, executive order or any other laws of the United States of America, any state, or any law of nation. 20. Effective Date This document shall become effective upon its ratification and approval by the majority vote of the members of the Tribal Membership present and voting, which vote of ratification and approval and the adoption of these bylaws is indicated by the execution herein below by the NIGA Chairman and Secretary. Bylaws adopted as amended by a quorum of the Tribal Membership at a duly held membership meeting in San Diego, California, this 13 th day of May, 2014.

s/

s/

Ernest L. Stevens, Jr., Chairman

Bernadine Burnette, Secretary

Bylaws of the National Indian Gaming Association

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As Amended May 13, 2014

Board of Directors Mohegan Sun Hot Suns and Harvest Ballrooms Uncasville, CT Monday, September 16, 2019 5:30 p.m.

1. Call to Order Chairman Ernest Stevens – Called the meeting to order at 5:30 p.m. 2. Invocation 3. Roll Call

Ernest Stevens, Chairman David Bean, Vice Chairman Andy Ebona, Treasurer Paulette Jordan, Secretary

Michael Connors, Eastern Alternate William Canella, Eastern Alternate

Matthew Morgan, Eastern Oklahoma Delegate Craig Harper, Eastern Oklahoma Alternate Colette Brown, Great Plains Delegate Seth Damon, Navajo Delegate Denise Harvey, Northwest Delegate Rosemary Morillo, Pacific Alternate (Call in) Gary Santos, Pacific Alternate Jenni Wildcat, Rocky Mountain Delegate (Call in)

Verlon Jose, Western Alternate Paul Russell, Western Alternate Greg Abrahamson, At-Large Kurt BlueDog, At-Large (Call in)

Russell Witt, Associate Member Delegate Jodi DiLascio, Associate Member Delegate Chris Georgacas, Associate Member Delegate 4. Approval of Agenda and Minutes Motion to approve the Agenda by Greg Abrahamson. Seconded by Verlon Jose. Motion passed unanimously .

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Motion to approve the board minutes from March 31, 2019 by Andy Ebona. Seconded by Greg Abrahamson. Motion passed unanimously . 5. Chairman’s Report a. Tradeshow Update Chairman Ernest Stevens – We have charts in the book that detail the financials from 2012 through this year’s tradeshow. b. Mid-Year Update Mohegan Sun – We are excited to be here this year. We have golf tomorrow with the Welcome Reception starting at 6:00 pm. Our Membership meeting is at 9:00 am on Wednesday. This year we are honoring Chairman Rodney Butler from Mashantucket Pequot for the John Keiffer Award. Please come to the luncheon to help us to honor him and the work he does for not only Mashantucket, but Indian Country as a whole.

6. Executive Director’s Report a. Legislative Updates

Jason Giles – It was leaked late last night that Senators Mitt Romney and Chuck Schumer are working on a federal sports betting bill that among other things would not allow College Football betting. The NFL (headquartered in Schumer’s state) want transaction fees for using what they are calling their intellectual property. It is moving state by state and tribes are starting to exercise their Tribal sovereignty rights. The Trump Administration is moving the Department of Land Management to Grand Junction, Colorado. The FBI rolled the Indian Country division into Major Crimes which deals with more urban issues making Tribes a lower priority. Trump sent out an executive order to reduce everything by 10% everything they don’t need is mandated to be cut, i.e. advisory committees. Tribes need to be proactive and protect their interests and sovereign immunity. The courts are not friendly to tribes right now. We do not want to go to a federal court on a case that could threaten the sovereign immunity of all Tribes right now. We have an example letter for Tribes to send to their representatives in Congress dealing with Self-Determination, Sovereign Immunity, and Risk Management. Mark Van Norman – Some of the lower courts have noticed there is a footnote in the Bay Mills court case. Footnote 8 states if this is a tort claim and the tribe doesn’t have a tort system in place, so we are not addressing that. Some of the tort issues coming up are under drug patent cases, online lending, and the Wilkes case in Alabama that ruled Poarch Creek had no sovereign immunity. We will follow up

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with Jenni Wildcat and Senator Daines on setting up a group to move forward on working out best practices. Jason Giles – We are still working the Labor Act. We are trying to get it going in the Senate. Senator Moran is still looking for a way to advance it. We need to get it through the Senate because on the House side, Speaker Pelosi will be adamantly against it. Chairman Ernest Stevens - We do our best to be non-partisan while being as direct yet respectful as we can. We cannot give up on this Administration. I continue to be an advocate for open dialogue. We need to continue to reach out and educate them. Greg Abrahamson – Do we have money in our budget to help fight off any attack on tribal sovereignty? Do we have a good list of bullet points that we can give to our representatives? Chairman Ernest Stevens - Yes, but we are in the process of building it. We need to establish some support documents. We do have materials available, but we will work on putting it into one document. Jason Giles – We don’t have a war chest, but we do have reserves to help with a public relations battle if need be. On the other issue, we have to handle it differently between the House and Senate. It’s a very tricky legislative environment right now. Danielle Her Many Horses – we do have talking points in our issue summary and we can develop talking points on any other issue within a 24-hour turnaround time. David Bean – We do have a responsibility to engage with the folks in this administration as often as we can. I encourage everybody to reach out to Tyler Fish at the White House. Verlon Jose – It would be helpful if those talking points were sent out to everybody. Is this one of the top two things we want to focus on because there are a lot of issues that need to be addressed. Jason Giles – Our top issues are still gaming related. We are currently working on the Labor act and Sports Betting. This includes the DOJ wire act. The other top issues are the letter that Mark brought up and tax issues. The tax issue is hot right now. If they want to move something before Christmas, we really need to be talking about it now.

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Motion to approve the Executive Director and Chairman’s report by Matt Morgan. Seconded by Andy Ebona. Motion passed unanimously . b. Building Update Jason Giles – We are also currently working on upgrading security at NIGA because of the increased traffic at NIGA. We are attempting to generate $100,000 in rentals this year. Mimi Hoang has been named the first ever Chapter Leader and Host in the DC area for Peer Space due to the popularity of our rental space. Peer Space is a peer-to-peer marketplace for booking meeting and event space. Like the AirBnB of meeting space rentals. c. Membership Update Jason Giles - Tribal Membership was a concern at the August Finance Committee meeting. We had some more memberships come in since then are only off a little over $100,000 rather than $257,000. Kevin Leecy – We set the bar high because we had a stellar year for membership however, the government shut down affected the memberships as well as Tradeshow attendance. We are going to get this back on track. I may also call on board members to help get our membership numbers up. We have partnered with Mille Lacs Corporate Ventures to design the Wall of Sovereignty as an in-kind donation of $25,000. Verlon Jose – What is the plan to recruit more tribal memberships? Jason Giles – We want to lean more on our Board Representatives to try and help increase Tribal memberships. We will be sending out a list of tribes in each region along with our issue summary so board representatives can say this is what we are fighting for. We would also like to make it easier for the Tribes to pay online.

7. Treasurer’s Report

a. NIGA Budget 2019 Jason Giles – Under the Bylaw changes of 2016, we raised the rates of the Associate Members. We separated them out by annual income like we do with the Tribal Memberships. They are more comfortable having a membership scale like our sister organizations do in order for them to pick their membership level. We have several levels with tangible benefits for companies. Each level gets its own corresponding benefits.

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Russell Witt - We were looking over the benefits of each level and we would like an opportunity to discuss the financial amounts proposed. Jason Giles – We largely based it off the current fee structure and added one more level. It is all just to get some more participation and more notoriety. Financially, we are averaging $800,000 to $1 million dollars in savings each year. Andy Ebona – I would like to thank members of the Finance committee members for the work they did with us this year. At the end of 2018, NIGA ended the year with a $11 million positive cash flow. As of august 2019, we are in a strong financial position with $818,000 positive cash flows for 2019. Our Tribal Membership dues are down by $257,000. We need to work on the Tribes paying their dues. We have $175,000 in building sponsorships to collect this year. However, we raised an additional $539,000 over expected Tradeshow Revenues. For 2019, our projected total budget was $6,980,400 and as of August 2019 we are at 94% $6,566,584. For 2020, our projected gross revenues are $7.1 million with $6.4 million in projected expenses for a net revenue of $683,000. This will be the third year in a row under budget. The Finance Committee decided we would like to pay $315,000 down on the loan principal due to the projected revenue. Jason Giles – We have several capital improvements. $100,000 Tribal Leaders Lounge, $75,000 front steps, and $20,000 for basement repair. The lounge is the last remodeling project on the building. Matt Morgan – Why are we doubling the Donations under governance and why are we adjusting the Tradeshow revenues down? Jason Giles – Those numbers are reflective of what we spent this year. Motion to approve the 2019 Treasurers Director’s report by Greg Abrahamson. Seconded by Matt Morgan. Motion passed unanimously Motion to adopt the 2020 proposed budget by Seth Damon. Seconded by Matt Morgan. Motion passed unanimously Motion to adopt the associate member fee schedule pending discussions with the Associate member Representatives report by Andy Ebona. Seconded by Denise Harvey. Motion passed. Twelve yeas and one abstention (Navajo Nation)

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8. Old Business

a. Tradeshow Locations 2022 and 2024 Jason Giles – We received an offer from Anaheim to host the tradeshow in 2022 and 2024 for $93,105 facility rental which is a little higher than San Diego; however, they are only asking for a $125,000 food and beverage minimum and that’s 50% lower. Visit Anaheim is offering a $4.00 rebate per every room night booked in the Anaheim area. We looked at several other options, but they either didn’t have the space we needed or lacked enough hotel rooms. Greg Abrahamson - I know we had a very successful show in Vegas. Why are we not looking to book in Vegas again? Jason Giles – The Las Vegas Convention Center is under renovation and they cannot guarantee us the space we need in one location.

9. New Business

a. Name Change b. Resolutions

Matt Morgan – On July 8, 2019, the governor of Oklahoma said in the Tulsa World newspaper that he intended to see renegotiation of our current compact. This was expected, but he also went on to state that if we don’t come to an agreement by January 1, 2020, he would consider them ended and automatically ended and he would seek a better agreement elsewhere. We have been waiting for a proposal by the Governor. Last week, he hired outside counsel from Michigan to advise him how to negotiate this compact, but the process has been set forth in the current compact under the automatic renewal provision. Tribal governments in Oklahoma generate $13 billion in annual impact to the state and $148 million annual in exclusivity fees. We would appreciate this body lending their support to this issue. Loretta Tuell – Would you consider adding “as they exercise sovereignty in the renewal of their compacts”? To empathize the point that we are supporting sovereignty. Craig Harper – I will ask it to stand as it is because it has been previously approved by the Tribes in Oklahoma.

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