2021 TS Board Book

2021 TS Board Book

2021 BOARD BOOK

AGENDA

Board of Directors Virtual Meeting Monday, July 19 th , 2021 3:00 p.m. Pacific Time

1. Call to Order

Chairman Stevens

2. Invocation

( Chairman Stevens or other Board Member) Tradeshow Highlights

3. Roll Call

(Secretary Jordan will be notified if quorum has been met)

4. Approval of Minutes: Board Meeting October 2020

(Chairman/Jason can let Board know to review 2020 Minutes---we will come back for approval after Chairman’s report)

5. Chairman’s Report (3:10 p.m.)

a. FY 2022 Outlook and Planning

i. State of the Tribal Gaming Industry Post-Pandemic ii.

6. Executive Director’s Report a. Legislative Update

i. Tribal Government Relief Funds (Covid-19 Relief Funds in March: $2.2 bn for Indian Country) (Cares Act in May: $8 billion for Tribal Governments (NIGA request $20bn) (3 rd Round of Funding $20bn) ii. Tribal Enterprise Relief ( PPP program) (Main Street Lending Facility at Federal Reserve:)

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iii. Tribal Casino Issues for 2021

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

b. Membership Update i. Tribal Dues for 2021—Significant Part of NIGA 2021 Budget (Kevin Leecy will detail 2021 collections. Stress need for Tribes to pay Dues in 2021, contribute to “Wall of Sovereignty”)

7. Treasurer’s Report

a. Joseph Eve, Wipfli, 2020 Audit Report ( Andy and Joseph Eve to present Audit Report) b. 2021 and 2022 Budgets ( Jason and Andy to explain 2021 skinny budget: based on 2021 Tribal Membership Dues and 2021 Las Vegas Tradeshow) c. FY 2022 Operating Challenges at National Indian Gaming Association ( Limited income; large outlays for Anaheim 2022; balancing NIGA’s mission to resources available)

8. Old Business

Association Name Change

9. New Business

a. Consideration of Resolutions

10. Announcements 11. Date of Next Board Meeting

a. Thursday, July 22 nd 8:30 a.m. b. November 14, 2021 – Midyear Board Meeting c. Anaheim Tradeshow Scheduled for April 19 th , 2022

12. Adjourn

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BYLAWS

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:

5.

C.

Commit themselves or itself to the NIGA Articles of Incorporation and Bylaws; and

D.

Pay the required initiation fee.

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; 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 Open bank accounts; protect and invest NIGA assets; and enter into contracts, trusts, agreements and other transactions for and on behalf of NIGA.

D.

E.

10.

Board of Directors 10.1

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

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

Page 8

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

ROLL CALL & CONTACT INFO

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)

1

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]

1

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]

2

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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CHAIRMAN’S REPORT

To our Member Tribes and Partners:

This past year has tested the resolve of the entire nation. We have all suffered unthinkable losses - the COVID-19 pandemic created a health and economic crisis in the United States, taking more than 600,000 American lives, infecting nearly 29 million Americans, and more than 10 million remain unemployed. While the COVID-19 pandemic spared no one, it disparately impacted Native Nations from both a health care and economic perspective. In March of 2020, tribal governments took immediate action to prevent transmission of the virus and to protect the safety of employees, guests, and our communities. Knowing that prior pandemics inflicted death and trauma on Native communities at rates four times the national average, tribal leaders nationwide closed enterprise operations and issued lockdown orders in early March to help stop the spread of the coronavirus. Despite these significant precautions, the CDC reports that on a per capita basis, Native Americans have the highest COVID-infection, hospitalization, and death rates of any community in the Nation. From an economic standpoint, every Indian gaming operation in the nation closed to prevent spread of the virus in our communities. Some Tribes chose to keep their doors closed where community spread remained a high risk. Those that chose to re-open did so slowly and safely, in coordination with tribal health officials, engaged in testing, temperature checks, hand sanitizing, mask wearing, deep cleaning, occupancy limits. As a result, it is estimated that Tribal Government-owned enterprises will sustain 35 percent revenue losses in 2020 alone—with losses totaling more than $30 billion before a full recovery to 2019 revenue levels in 2023. These lost government revenues have forced many Tribes to furlough government employees and cut provisions of essential education, health, housing and safety services to Reservation residents. At the onset of the pandemic in early March 2020, the National Indian Gaming Association immediately got to work to address the quickly emerging crises caused by COVID-19. Congress responded to the calls from Indian Country by enacting the CARES Act on March 27, 2020, which provided historic levels of funding for Indian tribes through the $8 billion Coronavirus Relief Fund, and other key provisions to help Tribal Governments stop the spread of the virus and maintain economic stability. In these early days of the pandemic, the National Indian Gaming Association immediately united with our Member Tribes and sister tribal organizations to help Indian Country meet this unprecedented challenge. In late March of 2020, we worked with federal policymakers to secure $8 billion in direct funding to

Tribal Governments through the CARES Act to help blunt the economic devastation caused by the pandemic. While the CARES Act helped provide a bridge to keep Indian Country moving, the United States suffered the steepest surges of infections and deaths through the winter of 2020-21. The National Indian Gaming Association never slowed in our outreach. We consistently urged Congress to enact a COVID-relief package that included $20 billion for Tribal Governments to build on the CARES Act that was more flexible and better respected the local decision-making of tribal leaders. The November 2020 elections brought significant changes in leadership to Washington, D.C. Our Association worked seamlessly with the incoming Biden Administration and congressional leaders to deliver more than $31 billion through the American Rescue Plan (ARP) for Indian Country. The ARP delivered the economic relief Indian Country needed in the form of $20 billion in Fiscal Recovery Funds that are going directly to Tribal Governments. The Plan also provides significant resources to the Indian health care system, Tribal housing, education, language preservation and other critical services. Set asides were included throughout the American Rescue Plan to provide direct funding to Tribal Governments on par with state and territorial governments. Possibly the most important aid to helping Indian Country begin to emerge was the Biden Administration’s work with tribal leaders to distribute vital vaccines throughout Indian Country. Thanks to this work, we are carefully opening our communities. However, as noted above, much work lies ahead to ensure this devastation is not revisited. We must continue our work to build even more resilient communities. To accomplish this goal, the National Indian Gaming Association is again uniting with our Member Tribes and sister tribal organizations in working with the Biden Administration and Congress as they develop legislation to revitalize America’s infrastructure. Indian Country’s infrastructure backlog is estimated to stand at more than $50 billion, covering the entire range of basic structures and systems. The COVID-19 pandemic laid bare the infrastructure shortfalls throughout Indian Country. Overcrowded homes, substandard health systems and facilities, and broken water systems all contributed to spreading the virus in Native communities. As schools closed, the lack of broadband made it impossible for many students to engage in remote learning. Any infrastructure proposal must include direct federal funding to address these significant unmet infrastructure needs. In addition to helping address these immediate needs, investing in Indian Country’s infrastructure will work to spur short-term job growth through construction, foster long-term economic development by opening doors for Native entrepreneurs, and stabilize and diversify tribal economies for generations to come. These direct federal investments must be coupled with long-needed changes to the Tax Code. While the Tax Code provides state, local, and territorial governments with preferred access to capital and tax credits that help them finance infrastructure projects, these same tools are not directly available to Tribal Governments. These omissions suffocate tribal economies, feed into high unemployment rates, and limit opportunity on Indian lands. The most glaring examples of the Tax Code’s failure to respect Indian tribes as governments are found in the federal Low-Income Housing Tax Credit program (LIHTC), the New Markets Tax Credits, and Tax

Exempt Bonding authority. Securing legislative fixes to respect the governmental status of Indian Tribes will help establish and strengthen tribal government-private sector partnerships and access to capital. Congress has struggled for more than a decade to deliver for the American people on an infrastructure package. However, we must continue our work in Washington, D.C. to meet this historic moment. The coronavirus pandemic has taken so much from so many. But it also showed us what is possible when Indian Country unites behind the common purpose of working together to build a better place for all generations to come. My continued prayers go out to hundreds of thousands of American families who lost loved ones over the past year. We pray for a safe journey for those who have walked on, for the continued safety of our frontline workers, and for the continued health and safety for our tribal communities. We have a full plate ahead in the 117 th Congress, and we are eager to get to work for you. On behalf of the National Indian Gaming Association, I would like to express my deepest gratitude for all of our Member Tribes’ support throughout these trying times, and we will always continue to serve and fight for you. We will host periodic virtual legislative summits until business returns to normal, with the exception of our Mid-Year Conference and Tradeshow, happening November 15-17 at Pechanga Casino & Resort. We look forward to seeing you this week in Las Vegas.

Sincerely,

Ernest L. Stevens, Jr. Chairman

224 Second Street SE, Washington, DC 20003 • Tel. (202) 546-7711 • www.indiangaming.org

EXECUTIVE DIRECTOR’S REPORT

May 17, 2021 To:

Joseph Eve, WIPFLI Khoon Eng, WIPFLI Andy Ebona, Treasurer

From: Executive Director Re:

Management Plan: NIGA’s 2021 Operating Budget

Dear Mr. Eve and Khoon Eng: This memorandum addresses the financial concerns brought forth by the completion of the FY 2020 Audit. Since the start of the pandemic, the challenges to NIGA’s operating budget are well known due to the cancellation of the 2020 and 2021 Tradeshows. In response to the loss of over $9 million in gross Tradeshow revenues, NIGA undertook aggressive cost-cutting measures throughout FY2020 and these continue into FY2021: • In May 2020, the NIGA Finance Committee made across the board 10% operational cuts to the 2020 Budget to conserve NIGA’s Operational Cash Flow to the end of the year. These cuts are reflected in the 2020 audit under the G&A line item and Member Services. • NIGA Staff reduced operational expenditures by cutting all travel, admin supplies/subscriptions, 401k profit sharing, and reducing fixed overhead costs. • NIGA also had two employees leave for new jobs, their positions remain unfulfilled, further reducing employee costs. • NIGA collected $1.4 million in Tribal Memberships despite the pandemic and all of our revenue generating events being cancelled. Overall for 2020, these savings and cuts helped NIGA preserve its operating capital and continue its critical mission of protecting Tribal Sovereignty and economic development.

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