KWAHN Corporation Federal Charter

CORPORATE CHARTER

OF THE

KWAHN CORPORATION

A FEDERAL CORPORATION CHARTERED UNDER

THE INDIAN REORGANIZATION ACT OF JUNE 18, 1934, AS AMENDED

RECITALS

WHEREAS, the Pit River Tribe (Ajumawi – Atsugewi Nation) (the “Tribe”) is a federally-recognized Indian tribe; and

WHEREAS, the Indian Reorganization Act of June 18, 1934 (48 Stat. 984, 25 U.S.C. § 477), as amended, authorizes the Secretary of the Interior to issue a federal corporate charter to an Indian tribe; and

WHEREAS, the Pit River Tribal Council, the governing body of the Tribe, has petitioned the Secretary of the Interior to issue this Corporate Charter (“Corporate Charter” or “Charter”) to the Tribe pursuant to the Indian Reorganization Act of 1934 (48 Stat. 984, as amended, codified at 25 U.S.C. §477, as amended).

NOW, THEREFORE, the Regional Director, Pacific Region, Bureau of Indian Affairs, by virtue of the authority conferred upon the Secretary of Interior by said Act and delegated pursuant to law, issues this Corporate Charter to the Pit River Tribe (Ajumawi – Atsugewi Nation), this Charter to become effective upon the date of ratification by the Pit River Tribal Council.

ARTICLE I – NAME

The name of the corporation is: Kwahn Corporation.

ARTICLE II – PERIOD OF DURATION

The corporation shall have perpetual existence, unless this Charter is revoked or surrendered by Act of Congress as provided in 25 U.S.C. § 477, as amended.

ARTICLE III – OWNERSHIP

This corporation shall be and remain wholly-owned by the Pit River Tribe (Ajumawi – Atsugewi Nation). The Pit River Tribal Council, on behalf of and for the benefit of the Pit River Tribe (Ajumawi – Atsugewi Nation), shall perform the customary functions of the sole shareholder of the corporation, including but not limited to the election of directors.

The issuance of shares is not required to delineate the Tribe’s ownership in the corporation. Although the issuance of shares is not required, the capital stock of the corporation and the aggregate number of shares which the corporation shall have authority to issue shall consist of ten (10) shares of common stock, with no par value. Said common stock may only be issued to and owned by the Pit River Tribe (Ajumawi – Atsugewi Nation). Upon any issuance to the Pit River Tribe (Ajumawi – Atsugewi Nation), the common stock and/or any interest therein may not be conveyed, assigned, pledged or otherwise transferred, and any such conveyance, assignment, pledge or other transfer shall be null and void.

ARTICLE IV – PURPOSE

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under 25 U.S.C. § 477, as amended; Provided That, a primary purpose of the corporation is the ownership, development, management and operation of for-profit businesses to generate revenues for the Pit River Tribe (Ajumawi – Atsugewi Nation) so that the Tribe may (i) provide and perform essential governmental services and functions to members of the Pit River Tribe (Ajumawi – Atsugewi Nation) and the Pit River Tribe (Ajumawi – Atsugewi Nation) Territory (as that term is defined in the Constitution of the Pit River Tribe, adopted 1964 and updated July 2005) and (ii) facilitate strong Tribal government and Tribal self-sufficiency. In furtherance of said purpose, and given the corporation’s ownership by the Pit River Tribe (Ajumawi – Atsugewi Nation) and organization under 25 U.S.C. § 477 as amended, the corporation is vested with and shall have and enjoy all privileges and immunities of the Pit River Tribe (Ajumawi – Atsugewi Nation) or otherwise now or hereafter recognized by the laws of the Pit River Tribe (Ajumawi – Atsugewi Nation), federal law and/or other applicable law. The Corporation shall have the same federal income tax status as the Tribe. It shall also enjoy any other federal tax benefits available to an entity that qualifies as an instrumentality or integral part of a federally recognized Indian tribal government under the Indian Tribal Government Tax Status Act, codified at 26 U.S.C. § 7871, as amended.

ARTICLE V – POWERS

The corporation is authorized to:

A. Have a corporate seal which may be altered at the pleasure of the Board of Directors, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in other manner reproduced, but failure to have or to fix a corporate seal does not affect the validity of any instrument or any action taken in pursuance thereof or in reliance thereon.

B. Purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, manage, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated; provided, however, that purchases of real property and significant expenditures of personal property shall be subject to the approval of the Pit River Tribal Council.

C. Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets; provided that, no interest in Pit River Tribe (Ajumawi – Atsugewi Nation) Territory lands may be conveyed or encumbered in any manner without the prior written consent of the Pit River Tribal Council and compliance with all applicable laws; provided further that, the corporation shall have no authority to sell, mortgage or lease for a period exceeding the allowable term set forth in 25 U.S.C. § 477 any trust or restricted lands, or interests in such lands (including mineral and water rights), included in the limits of the Pit River Tribe (Ajumawi – Atsugewi Nation) Territory.

D. Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, convey, pledge, mortgage, exchange, transfer, or otherwise dispose of, and otherwise use and deal in and with, bonds and other obligations, shares or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities, including banking corporations and trust companies, subject to the approval of the Pit River Tribal Council.

E. Make, perform and carry out, cancel and rescind contracts, agreements, understandings and guarantees, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income, subject to the limitations set forth in Paragraph C of this Article V; provided, however, that any such contracts, agreements or understandings with any government or governmental agency or entity shall be subject to the approval of the Pit River Tribal Council.

F. Participate with others in any corporation, partnership, limited partnership, limited liability company, or other association of any kind, or in any transaction, undertaking, or agreement with the corporation would have power to conduct by itself, subject to the approval of the Pit River Tribal Council.

G. Borrow and loan money for its corporate purposes, invest and reinvest its funds, take and hold real and personal property as security for the payment of funds so loaned or invested.

H. Obtain financing and issue contractual obligations, notes, bonds, interim certificates, debentures, or other evidences of indebtedness or contractual commitments for any lawful purpose (including to obtain financing for corporate or governmental purposes) by or with any person, entity or government authority or agency; refinance and issue refunding obligations for the purpose of paying or retiring debt as the corporation may determine; and execute and deliver all documents in connection therewith.

I. Conduct its affairs, carry on its business and operations, and have offices and exercise the powers granted by this Charter within or without the boundaries of the Pit River Tribe (Ajumawi – Atsugewi Nation) Territory.

J. Elect or appoint officers, and hire employees and agents, of the corporation and define their duties and fix their compensation.

K. Through the Board of Directors, make and alter bylaws not inconsistent with this Charter, with the laws of the Tribe or with the laws of the United States, subject to the approval of the Pit River Tribal Council, for the administration and regulation of the affairs of the corporation.

L. Pay pensions and establish pension plans, pension trusts and other incentive plans for any or all of its directors, officers and employees.

M. Cease its corporate activities and surrender this Charter, upon approval of the Pit River Tribal Council.

N. Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.

O. Engage in any lawful business for a corporation organized under 25 U.S.C. § 477, as amended.

P. Exercise all of the rights, powers and privileges now or hereafter conferred upon corporations organized under 25 U.S.C. § 477, as amended.

Q. If required by applicable law, obtain a certificate of authority to transact business outside of the Pit River Tribe (Ajumawi – Atsugewi Nation) Territory in any state as a foreign corporation, and comply with applicable state law governing foreign corporations.

ARTICLE VI – LIMITATIONS

The corporation shall have no power to:

A. Expressly or by implication enter into any agreement of any kind on behalf of the Pit River Tribe (Ajumawi – Atsugewi Nation).

B. Pledge the credit of the Pit River Tribe (Ajumawi – Atsugewi Nation).

C. Dispose of, pledge, or otherwise encumber real or personal property of the Pit River Tribe (Ajumawi – Atsugewi Nation); provided, however, that the corporation shall have the power to encumber or lease real property within the Pit River Tribe (Ajumawi – Atsugewi Nation) Territory pursuant to the terms of a written lease approved by the Pit River Tribal Council.

D. Waive any right, privilege or immunity of, or release any obligation owed to, the Pit River Tribe (Ajumawi – Atsugewi Nation).

E. Sell, lease, exchange or otherwise dispose of all or substantially all of the corporation’s assets, other than in the usual and regular course of its business, without the prior written consent of the Pit River Tribal Council.

ARTICLE VII

SHAREHOLDER ACTION

The annual meeting of the Pit River Tribal Council acting as shareholder shall be held on a date fixed by the Pit River Tribal Council for the purpose of electing directors and the transaction of any business that may come before said meeting.

Special meetings of the shareholder, for any purpose or purposes, may be called upon request of the President of the corporation or of a majority of the directors of the corporation, and otherwise may be called by the Pit River Tribal Council or by the Pit River Tribal Chairman. Special meetings shall require written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be given not less than three (3) days before the date of the meeting to each of the members of the Pit River Tribal Council, the Pit River Tribal Chairman, and each member of the Board of Directors. Notice of a meeting need not be given to any person who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting the lack of notice. Any business in addition to that specified in the notice of the meeting may be transacted at any special meeting of the shareholder with the consent of the Pit River Tribal Council.

At all meetings of the shareholder, whether an annual meeting or a special meeting, the Pit River Tribal Council shall sit in its capacity as the representative of the sole shareholder of the corporation, and not in its governmental capacity as the governing body of the Pit River Tribe (Ajumawi – Atsugewi Nation). Except as otherwise provided in this Charter, shareholder meetings shall be conducted according to the established procedures of the Pit River Tribal Council.

ARTICLE VIII – DIRECTORS

The business affairs of the corporation shall be managed by its Board of Directors. Directors of the corporation shall be elected by the affirmative vote of the Pit River Tribal Council acting as shareholder at a meeting held pursuant to Article VII above. Any vacancy in the board, due to expiration of a term or otherwise, shall be filled by the affirmative vote of the Pit River Tribal Council acting as shareholder at a meeting held pursuant to Article VII above. A director may be removed at any time with or without cause by the affirmative vote of seven (7) members of the Pit River Tribal Council acting as shareholder at a meeting held pursuant to Article VII above. Any director may resign at any time by giving written notice to the board chairperson and such resignation shall be effective on the date specified in such notice.

A. The initial number of directors shall be five (5).

B. At the first annual meeting of the shareholder held subsequent to ratification of this Charter, the terms of the directors shall be established to be of a staggered duration as follows:

Director Nos. 1 and 2 … One (1) year

Director Nos. 3 and 4 … Two (2) years

Director No. 5 … Three (3) years

After the first year of office, and upon the expiration of each succeeding term of office thereafter, the directorships held by director numbers 1 and 2 shall be surrendered and election made with the term of office to be for three (3) years. After the second year of office, and upon the expiration of each succeeding term of office thereafter, the directorships held by director numbers 3 and 4 shall be surrendered and election made with the term of office to be for three (3) years. After the third year of office, and upon the expiration of each succeeding term of office thereafter, the directorship held by director number 5 shall be surrendered and election made with the term of office to be for three (3) years. A director may hold two or more consecutive terms of office. Any electee may decline the election made, without reason. Each director shall surrender his/her office no later than the time his successor shall have been elected and qualified.

C. Each director shall:

(i) be 21 years of age or older;

(ii) shall have earned at least a high school diploma or equivalent;

(iii) not have been convicted of a felony under tribal, federal or state law;

(iv) be in good standing with the community and of good moral character; and

(v) have general knowledge or experience with respect to business development, management and operation.

D. A person may serve as a director of the corporation at the same time he/she holds office as a member of the Pit River Tribal Council. At all times, a majority of the directors shall be members of the Pit River Tribe (Ajumawi – Atsugewi Nation). Board members shall constitute “public officials” for purposes of any and all ethics or nepotism laws of the Tribe.

E. The Board of Directors, subject to any specific written limitations or restrictions imposed by applicable law or by this Charter, shall direct the carrying out of the purposes, and exercise of the powers, of the corporation.

F. The number of directorships may be increased, to a number not to exceed seven (7), or decreased, to a number not less than three (3), at any time by the adoption of or amendment to the bylaws; provided that, new directorships shall be filled by a vote of the Pit River Tribal Council. In the absence of any provision in the bylaws fixing the number of directors, the number shall be the same as provided in this Article VIII.

ARTICLE IX – OPERATION OF CORPORATION

A. The corporation shall conduct business pursuant to bylaws consistent with this Charter and adopted by the Board of Directors, subject to the approval of the Pit River Tribal Council.

B. The corporation may have such officers and committees as the bylaws may provide.

C. The Board of Directors shall meet as often as necessary to conduct its business, but no less frequently than monthly. All meetings shall be held in Pit River Tribe (Ajumawi – Atsugewi Nation) Territory. A majority of the whole number of appointed and serving directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors; provided, however, that any member may participate by telephonic or video conference for purposes of being considered present and establishing a quorum. An action taken or approved by a majority of the Board members present at a meeting at which a quorum is present shall be necessary to constitute an official act of the corporation. The Board of Directors shall keep complete and accurate records of all meetings and actions taken.

D. The Board of Directors shall keep full and accurate financial records, make periodic reports to the Pit River Tribal Council and submit a complete annual report, in written form, to the Pit River Tribal Council as required by the provisions of this Charter.

E. The members of the Board of Directors may receive a stipend for their services as provided in the bylaws, and shall be reimbursed for reasonable actual expenses incurred in the discharge of their duties, including necessary travel expenses. In no event shall compensation be based on the profitability of the corporation’s operations.

ARTICLE X – REPORTS TO THE PIT RIVER TRIBAL COUNCIL

A. The Board of Directors shall prepare and submit to the Pit River Tribal Council within thirty (30) days after the close of each fiscal quarter a quarterly report, signed by the board chairperson and the chairperson of the board finance committee, showing:

i. A summary of the corporation’s activities during such quarter;

ii. The financial condition of the corporation and of each of its properties and lines of business;

iii. Any significant problems and accomplishments;

iv. Plans for the following fiscal quarter; and

v. Such other information as the Board of Directors or the Pit River Tribal Council deems pertinent.

B. The Board of Directors shall prepare and submit to the Pit River Tribal Council within sixty (60) days after the close of each fiscal year an annual report, signed by the board chairperson and the chairperson of the board finance committee, showing:

i. A summary of the corporation’s activities for such fiscal year;

ii. The complete financial condition of the corporation and of each of its properties and lines of business including a detailed report outlining the operations of the corporation and of each of its properties and lines of business;

iii. Any significant problems and accomplishments;

iv. Plans for the following fiscal year; and

v. Such other information as the Board of Directors or the Pit River Tribal Council deems pertinent.

ARTICLE XI – FINANCES AND ACCOUNTING

A. The fiscal year of the corporation shall be based on the calendar year.

B. The Board of Directors shall establish and install an accounting system (i) in conformity with generally accepted accounting principles, and (ii) necessary and advisable, in the reasonable discretion of the Board of Directors in order to manage the assets of the corporation. Such accounting system shall insure the availability of information as may be necessary to comply with applicable Tribal and federal laws and regulations.

C. The accounts and records of the corporation shall be audited at the close of each fiscal year. Copies of such audit reports shall be furnished to the Tribal Council.

D. The books, records and property of the corporation shall be available for inspection at all reasonable times by authorized representatives of the Pit River Tribal Council.

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

ARTICLE XII – CONFLICTS OF INTEREST

No contract or transaction between the corporation and one or more of its directors, or between the corporation and any other corporation, limited liability company, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for that reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes, approves, or ratifies the contract or transaction or solely because his or their votes are counted for such purpose if:

(i) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the board or committee in good faith authorizes, approves, or ratifies the contract or transaction by the affirmative vote of a majority of the disinterested directors even though the disinterested directors are less than a quorum; or

(ii) The contract or transaction was fair as to the corporation.

ARTICLE XIII – INDEMNIFICATION

No person shall be liable to the corporation for any loss or damage suffered by it on account of any action taken or omitted by him as an officer, director, employee or agent of the corporation in good faith if such person acted in a manner he reasonably believed to be in the best interest of the corporation and if such person exercised the same degree of care and skill as a prudent person would have exercised in similar circumstances. Except as now or in the future otherwise provided by applicable law, the corporation may indemnify a director, officer, employee or agent, if consistent with public policy and if provided for in the corporation’s bylaws, a resolution of the Board of Directors, or in a contract; provided that, any such proposed indemnification shall be approved in writing by the Pit River Tribal Council.

ARTICLE XIV – CAPITAL SURPLUS

All net revenues of the corporation shall be deposited from time to time in the general fund of the Pit River Tribe (Ajumawi – Atsugewi Nation). Notwithstanding the foregoing, corporation earnings and income may be retained as reserves for development, operation and maintenance of the corporation’s businesses, properties and assets in the reasonable discretion of the Board of Directors.

ARTICLE XV

LIMITED WAIVER OF SOVEREIGN IMMUNITY

Nothing in this Charter shall be deemed to waive the Tribe’s or the Corporation’s immunity from suit. The limited waiver of sovereign immunity provisions set forth in Paragraph A of this Article XIII immediately below are applicable to all matters other than the matters relating to the Small Business Administration’s programs as set forth in Paragraph B of this Article XV.

A. The corporation may (i) sue in courts of competent jurisdiction and (ii) be sued in courts of competent jurisdiction only if all of the following shall occur: (a) the sovereign immunity of the corporation is expressly waived in writing by the corporation in a written contract or other written obligation, (b) said written express waiver identifies the party or parties that may bring suit against the corporation, and (c) said written contract or other written obligation has been duly authorized by the corporation’s Board of Directors and executed by a duly authorized official of the corporation. The corporation retains its sovereign immunity unless expressly waived in writing in accordance with (ii)(a)-(c) of the immediately preceding sentence. Any waiver of sovereign immunity granted by the corporation in accordance with (ii)(a)-(c) hereinabove may be only with respect to the corporation and/or the corporation’s properties or assets; the corporation and/or the corporation’s Board of Directors is not authorized or empowered to waive the sovereign immunity of the Pit River Tribe (Ajumawi – Atsugewi Nation) nor to subject any properties or assets of the Pit River Tribe (Ajumawi – Atsugewi Nation) to any liabilities or judicial process.

The limited waiver of sovereign immunity provisions set forth in Paragraph B of this Article XV immediately below are applicable only to the matters relating to the Small Business Administration’s programs as set forth in said Paragraph B.

B. The corporation may sue and be sued in courts of competent jurisdiction, including United States Federal Courts, for all matters relating to the Small Business Administration’s programs including, but not limited to, 8(a) BD program participation, loans, and contract performance. Said power to sue or be sued (i) is not intended and shall not be construed to waive the sovereign immunity of the corporation for any purpose other than with respect to said Small Business Administration matters and (ii) is granted solely for the purpose of compliance with 13 C.F.R. §124.109(c)(1). If any judgment is entered, or any order or award made against, the corporation consistent with this Paragraph B., only the income, property and other assets of the corporation specifically pledged or assigned by the corporation shall be subject to attachment, execution, levy, garnishment or other similar process; no income, property or other assets of the Pit River Tribe (Ajumawi – Atsugewi Nation) shall be subject to attachment, execution, levy, garnishment or other similar process.


ARTICLE XVI – DISSOLUTION

After issuance of this Charter by the Secretary of the Interior and ratification by the Pit River Tribal Council, the corporation may be voluntarily dissolved by act of the corporation only as provided in this Article XVI.

A. The Board of Directors may adopt a resolution recommending that the corporation be dissolved and directing that the question of dissolution be submitted to a vote at a meeting of the shareholder, which may be either an annual or special meeting. In the absence of such a recommendation by the Board of Directors, the Pit River Tribal Council acting on behalf of the Pit River Tribe (Ajumawi – Atsugewi Nation) as sole shareholder may, at either an annual or special meeting, adopt a resolution proposing dissolution of the corporation, and shall in that event give notice to the Board of Directors that the proposed dissolution will be presented to the shareholder at a subsequent meeting of the shareholder, which may be either a regular or special meeting.

B. Written notice shall be given to the members of the Pit River Tribal Council, the Pit River Tribal Chairman, and each member of the Board of Directors in the manner provided in this Charter for giving notice of meetings of the shareholder, and shall state that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation.

C. At the shareholder meeting conducted to consider dissolution of the corporation, a vote of the Pit River Tribal Council shall be taken on a resolution to dissolve the corporation.

D. Upon adoption of the resolution, a statement of intent to dissolve shall be executed on behalf of the corporation, by its President and by its Secretary, and shall be delivered to the Secretary of the Interior.

E. Upon filing the statement of intent to dissolve with the Secretary of the Interior the corporation shall cease to carry on its business, except insofar as is necessary for the winding up thereof, but its corporate existence shall continue until this Charter is revoked by act of Congress. After all liabilities and obligations of the corporation have been paid, satisfied and discharged, or adequate provision made therefor, the corporation shall distribute its assets, either in cash or in kind, to the Pit River Tribe (Ajumawi – Atsugewi Nation) as the sole shareholder.

F. By resolution adopted by the Pit River Tribal Council at any time prior to revocation of this Charter by act of Congress, the corporation may revoke voluntary dissolution proceedings. Written notice of the revocation shall be filed with the Secretary of the Interior. Upon filing the notice of revocation of voluntary dissolution proceedings, the revocation shall be effective and the corporation may again carry on its business.


ARTICLE XVII – PRINCIPAL OFFICE

The principal office of the corporation shall be located within the Pit River Tribe (Ajumawi – Atsugewi Nation) Territory. The corporation may have such other offices, either within or without the Pit River Tribe (Ajumawi – Atsugewi Nation) Territory, as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE XVIII – AMENDMENT

The corporation reserves the right to amend, alter or change this Charter from time to time in any manner now or hereafter prescribed or permitted by law; provided that, the exclusive authority to petition the Secretary of the Interior for any such amendment, alteration or change is vested in the Pit River Tribal Council, and any such amendment, alteration or change shall only be effective upon approval by the Secretary of the Interior and ratification by the Pit River Tribal Council in accordance with 25 U.S.C. § 477, as amended.

ARTICLE XIX – SEVERABILITY

If any provision of this Charter is held invalid, the validity of the remainder of the provisions of this Charter shall not be affected.


APPROVAL

I, _____________________, Regional Director, Pacific Region, Bureau of Indian Affairs, by virtue of the authority granted to the Secretary of the Interior by the Indian Reorganization Act of 1934 (48 Stat. 984, as amended, codified at 25 U.S.C. § 477, as amended), and delegated to me, do hereby approve the foregoing Corporate Charter of the Kwahn Corporation. The Corporate Charter shall become effective upon ratification by the Pit River Tribal Council. Nothing in this approval shall be construed as authorizing any action under this document that would be contrary to federal law.

Dated this day of , 2010.

Regional Director, Pacific Region, Sacramento, California