EXHIBIT 3.2
Ordinance of the Picayune Rancheria
Establishing and Governing
The
CHUKCHANSI ECONOMIC DEVELOPMENT AUTHORITY
Section 1. Title. This Ordinance shall be known as the Chukchansi Economic
Development Authority Ordinance. It is promulgated by the Tribal Council
pursuant to Article V, Sections (a), (j), (l), (m), (p), (q) and (t) of the
Constitution of the Picayune Reservation and Resolution No. 2001-11 of the
Tribal Council.
Section 2. Purpose. The Chukchansi Economic Development Authority (the
"Authority") is created by the Tribal Council to act on behalf of the Tribe,
through the exercise of the delegated powers of the Tribal Council hereafter
enumerated, for the following purposes: (i) to further the economic prosperity
of the Tribe; (ii) to own the Facility and the Enterprise and to manage the
assets thereof and all other assets of the Authority; (iii) to be a party or
assignee to the Financing and Project Documents; and (iv) to ensure Authority
and Tribal compliance with all obligations, terms and conditions thereof.
Section 3. Definitions. For the purpose of this Ordinance, the capitalized terms
set forth below shall have the following meanings:
"Enterprise" means the Class II and Class III Gaming Business, and all related
businesses, operated on the Indian Lands (as defined in IGRA) of the Tribe
pursuant to the Compact and other Legal Requirements
"Facility" means the buildings, structures, appurtenances, fixtures and
improvements housing, supporting and relating to the Enterprise and located on
the Indian Lands (as defined in IGRA) of the Tribe.
"Financing and Project Documents" means, collectively, those documents by which
the Facility is financed, developed and maintained, and by which the Enterprise
is financed and managed.
"Legal Requirements" means the requirements set forth in the Indian Gaming
Regulatory Act of 1988, 25 U.S.C. Section 2701 et seq ("IGRA"); the Tribal-State
Compact between the State of California and the Tribe (the "Compact"); the
Tribal Gaming Ordinance of the Tribe (the "Gaming Ordinance"); including all
current and future amendments to any of the above, and all present and future
permits, licenses and certificates relating thereto; and any and all present and
and future federal, state, local, and Tribal laws, codes, rules and regulations,
in any way applicable to the Tribe, the Authority, the Facility or the
Enterprise.
"Tribal Council" means the duly elected governing body of the Tribe pursuant to
the Tribal Constitution.
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Section 4. Creation of Authority.
(a) There is hereby created the Chukchansi Economic Development
Authority.
(b) The Chukchansi Economic Development Authority is and shall be
considered a body corporate and politic and instrumentality of
the Picayune Rancheria of Chukchansi Indians (the "Tribe") and
shall be deemed an authorized agency of the Tribe within the
meaning set forth in Section 2.21 of the Compact.
(c) The Authority shall be governed by a seven-member board who
shall serve as the Board of Directors of the Authority. The
Board of Directors shall be made up of those members of the
Tribe who are sitting members of the Tribal Council.
(d) The members of the Board of Directors shall serve for terms
equal to that of their respective terms on the Tribal Council.
A member of the Board of Director's term shall commence upon
the date that the individual is sworn in on the Tribal Council
and that term shall expire on the date that the individual
leaves his/her position on the Tribal Council.
(e) The Chairperson of the Tribal Council shall serve as
Chairperson of the board of Directors. All other elected
positions of the Tribal Council shall set in the same capacity
on the Board of Directors of the Authority as they hold on the
Tribal Council. The powers, duties and responsibilities of
each officer of the Board of Directors shall be set forth in
the By-laws to be enacted by Resolution of the Board following
the date of this Ordinance.
Section 5. Powers of Authority. The Authority, acting through its Board of
Directors, shall have the following powers, delegated by the Tribal Council,
which powers shall be limited in accordance with Section 6, below:
(a) To take such action, not inconsistent with this Ordinance, as
it deems necessary and appropriate to promote the economic
development and general welfare of the Tribe and its members;
(b) To own and operate the Facility and the Enterprise on behalf
of the Tribe;
(c) To adopt resolutions not inconsistent with this Ordinance and
enforce the same;
(d) To hold, purchase and convey real and personal property;
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(e) When necessary to the transaction of its business, to borrow
money, to issue promissory notes and other evidences of
indebtedness and to secure the same by pledging the assets of
the Authority;
(f) To purchase, hold, sell, exchange, lease, assign, pledge,
transfer or deal in bonds, notes, shares, securities or other
investments.
(g) To manage the assets, revenues, accounts, property and other
interests of the Authority;
(h) To employ or contract for the services of advisors, experts,
professionals and laborers, and to enter into any relationship
with another person in connection with any lawful activities
of the Authority and the Enterprise;
(i) To do any and all things necessary or desirable to secure
financing and development and management expertise for the
development, management and operation of the Enterprise, and
to enter into contracts for the same; and
(j) To make bylaws and establish policies and procedures not
inconsistent with this Ordinance.
(k) In connection with any contractual obligation of the
Authority, to waive the Authority's sovereign immunity from
suit, to consent to the jurisdiction of any court over the
Tribe, or to consent to the levy of any judgment, lien
attachment upon any property or income of Authority, subject
to the provisions of Section 12 of this Ordinance.
(l) In connection with any contractual obligation of the
authority, to stipulate for judgment before the Gaming
Disputes Court of the Tribe.
(m) To do everything necessary and proper for the accomplishment
of the purposes enumerated in Section 2, above, subject at all
times to applicable Legal Requirements.
Section 6. Limitations on Powers and Activities. So long as any obligations of
the Tribe or the Authority remain outstanding under the Financing and Project
Documents, the Authority shall limit its activity and interests to ownership of
the Facility and the Enterprise, and the ownership and management of the other
assets of the Authority. Furthermore, the authority shall at all times comply
with the terms and conditions applicable to the Authority under the Financing
and Project Documents, including without limitation the investment and
expenditure of Authority Assets (as defined below).
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