CORPORATE CHARTER OF

THE CITIZEN POTAWATOMI NATION

A FEDERAL CORPORATION CHARTERED

UNDER THE ACT OF JUNE 26, 1936

Whereas, the Citizen Potawatomi Nation constitutes a recognized tribe of Indians residing in Oklahoma, organized under a Constitution approved by the Secretary of the Interior or his authorized agent on the 17th day of October, 1938, and ratified by the voters of the Citizen Potawatomi Nation on the 12th day of December, 1938, pursuant to Section 3 of the Oklahoma Indian Welfare Act of June 26, 1936, (49 Stat. 1967), and thereafter amended from time to time.

Whereas, the said Tribe, by resolution of the Business Committee of the Citizen Potawatomi Nation duly authorized, has requested that a Charter of Incorporation be issued to the said Tribe, subject to ratification by a majority vote of the members of the Tribe;

NOW, THEREFORE, I/s/ Ross O. Swimmer, Assistant Secretary-- Indian Affairs, by virtue of the authority conferred upon the Secretary of the Interior by the said Act of June 26, 1936, (49 Stat. 1967), and redelegated to me by 209 DM 8.3, do hereby issue this Charter of Incorporation to the Citizen Potawatomi Nation Incorporated, to be effective from and after such time as it may be ratified by a majority vote of the adult members of the Citizen Potawatomi Nation voting; provided, that however, such election shall be void unless the total vote cast at least 30 percent (30%) of those entitled to vote.

ARTICLE I

CORPORATE PURPOSES

The corporate purposes of the Citizen Potawatomi Nation Incorporated shall be:

(a) To define and safeguard the rights and powers of the Citizen Potawatomi Nation and its members.

(b) To advance the standard of living through the development of tribal resources, the acquisition of new tribal land, the preservation of existing land holdings, the better utilization of land and the development of a credit program for the Tribe.

(c) To promote in any other way the general welfare of the members of the Citizen Potawatomi Nation.

ARTICLE II

NAME, MEMBERSHIP, AND ORGANIZATION

The name of this corporation shall be the Citizen Potawatomi Nation Incorporated. The membership of the corporation shall consist of all citizens of the Citizen Potawatomi Nation. Membership and any individual rights which may exist in corporate property, including the right to receive dividend or other payments upon disbursement, may not be alienated or otherwise transferred. The officers, government and management of the Citizen Potawatomi Nation Incorporated shall be as provided in this Charter and in the said Constitution and Ordinances of the Tribe pursuant to its Constitution.

ARTICLE III

CORPORATE POWERS

In addition to those powers and authorities contained in the Tribal Constitution, the Business Committee of the Citizen Potawatomi Nation, subject to any restrictions contained in the Tribal Constitution or federal statutes, and subject to the .limitations of Articles IV and V of this Charter, shall have and exercise the following corporate powers as provided by Section 3 of the Oklahoma Indian Welfare Act of June 26, 1936, (49 Stat. 1967):

(a) To have succession by its corporate name perpetually.

(b) To sue and allow the Incorporated Tribe or its agents to be sued by granting an express and unequivocal waiver of sovereign immunity; to complain and defend in any court at its discretion; provided, that however, the grant or exercise of such power shall not be deemed a consent by the tribe or by the United States to the levy of any judgement lien or attachment upon the property of the Tribe or the Incorporated Tribe other than income or chattels specially pledged or assigned subject to the consent of the Tribe.

(c) To make and use a common seal and alter the same at pleasure.

(d) To appoint such subordinate officers and agents as the business of the Incorporated Tribe may from time to time require, and allow them suitable compensation.

(e) To enter into any obligations or contracts necessary or convenient to the transaction of its ordinary affairs for the corporate purposes herein set forth or for the creation and cooperation of tribal economic enterprises.

(f) To borrow money from the Indian Credit Fund in accordance with the terms of Section 10 of the Act of June 18, 1934, (48 Stat. 984), and Section 6 of the Act of June 26, 1936, (48 Stat. 1967), or from any other governmental agency, or other lending institution.

(g) To deposit corporate funds in an interest-bearing account in any national, state or tribally-chartered bank whose deposits are federally insured by an agency, such as the Federal Deposit Insurance Corporation (FDIC); provided, that funds advanced from the Indian Credit Fund administered by the Bureau of Indian Affairs, or funds of the Tribe held in trust in the United States Treasury, shall be deposited with a bonded disbursing officer of the United States when required to do so.

(h) To negotiate with federal, tribal, state or local governments and to advise or consult with the representatives of the Interior Department on all activities of the Department that may affect the Citizen Potawatomi Nation.

(i) To employ legal counsel for the protection and advancement of the rights of the Tribe or the Incorporated Tribe and its members.

(j) To prevent the sale, disposition, lease, or encumbrance of tribal lands, interests in land, or other tribal assets, including assets of the Incorporated Tribe without the consent of the Tribe.

(k) To be advised by the Secretary of the Interior with regard to appropriation estimates or federal projects for the benefit of the Tribe prior to the submission of such estimates to the Office of Management and Budget, or its successor, and to Congress.

(l) To make assignments of tribal land to members of the Tribe, to tribal agencies, and to corporations wholly owned by the tribe. To regulate the use of disposition of all such assignments .

(m) To appropriate available tribal and Incorporated funds for public and governmental purposes of the Citizen Potawatomi Nation, to spend available funds appropriated for the use of the Tribe by the United States or any other funding agency, and to invest those funds not needed for immediate expenditure and available for investment in any federally-insured investment, or in notes secured by first mortgages at not more than ninety percent (90%) of appraised value, upon any real property located within the jurisdictional boundaries of the Citizen Potawatomi Nation.

(n) To protect and preserve the property, natural resources, crafts and traditions of the Citizen Potawatomi Nation.

(o) To purchase, take by gift, bequest or otherwise, own, hold, manage, operate, and dispose of property of every description, real and personal.

(p) To issue bonds or other interests in corporate property in exchange for trust or restricted Indian lands, or other lands owned by tribal members within the tribal jurisdiction, subject to the approval of the Secretary of the Interior.

(q) To delegate to subordinate bodies, committees, or offices, or to any cooperative association which is open to all members of the tribe, any of the foregoing powers, reserving the right to review any actions taken by virtue of such delegated powers and to rescind such delegations.

(r) To exercise such further powers as may in the future be delegated to the Incorporated Tribe by the Tribe.

(s) To exercise such further incidental powers, not inconsistent with the tribal Constitution, as may be reasonable and proper to the conduct of corporate business.

(t) To engage in any business that will further the economic well-being of the members of the tribe not inconsistent with law or any provisions of the Tribal Constitution or this Charter.

(u) To enjoy any other rights or privileges secured to an Indian tribe organized under the Act of June 26, 1936, (49 Stat. 1967), including those rights and powers vested or recognized in an Indian Tribe by existing law, and any powers which may properly be vested in a body corporate under the laws of the State of Oklahoma not inconsistent with the Tribal Constitution or this Charter.

The foregoing expressed delegation of authority is supplemental to and expressive of a portion of the general authorities delegated to the Business Committee in the Tribal Constitution, and is designed and intended to take advantage of expressed delegations of authority from the Federal Government for tribes organized pursuant to the within noted Acts of Congress. This Charter shall therefore be interpreted in accordance with this intent, and shall not be deemed to constitute a limitation upon any power or authority which could be exercised by the Tribe pursuant to its Constitution without delegation of authority from the Federal Government, nor to allow any of the powers and authorities stated herein to be exercised in a manner prohibited by the Tribal Constitution or Federal law.

ARTICLE IV

LIMITATIONS OF CORPORATE POWERS

The foregoing corporate powers shall be subject to the following limitations:

(a) No tribally-owned land held in trust by the United States, or subject to any restrictions upon alienation imposed the United States shall ever be sold or mortgaged except pursuant to an Act of the Congress of the United States, and with the approval of the Business Committee and a two-thirds (2/3) vote of those voting at a General Council election called for the purpose of approving such action as provided in the Tribal Constitution.

(b) Any lease, grazing permit or timber sale contract covering tribal land shall provide that the person to whom such lease, permit or contract is awarded, must conform to regulations issued by the Secretary of the Interior, and the term of such leases shall not exceed the term allowed by the Federal law.

(c) No assignment of future income, other than assignments to the United States, shall be made for more than five (5) years in advance, provided, that assignments of future income from specific operations may be made for more than thirty (30) years in advance if such assignment is given to secure a note or mortgage for the purchase or improvement for this specific operation whose income is assigned.

(d) In any attorneys contract hereafter executed by the Tribe, the choice of attorneys and the fixing of fees shall be subject to the approval of the Secretary of the Interior or his authorized representative.

(e) No distribution of corporate property among the members of the Tribe shall be made, except out of the net profits of corporate enterprises after all corporate debts then due have been paid, and due consideration given to future expenses.

ARTICLE V

DEPARTMENTAL REVIEW OF CORPORATE ACTS

Until ten (10) years from the date of ratification of this Charter, or such other date as may be fixed pursuant to Article VI, the following corporate acts or transactions shall be valid only after approval by the Secretary of the Interior or his duly authorized representative:

(a) Any resolution or ordinance governing the making of land assignments unless such assignment is revocable upon not more than 120 days notice, and made to a tribal member, body corporate or politic of the Tribe created by tribal law; the use of eminent domain to acquire land within the reservation; or use of tribal land by individuals not entering into leases with the tribe pursuant to Federal law.

(b) Any lease, grazing permit or other contract affecting tribal land, tribal minerals, or other tribal interest in land, unless such contract is revocable at will by the Tribe without penalty.

(c) Any per capita distribution of corporate income to members of the Tribe, in excess of $200 each in any one year.

ARTICLE VI

EXTENSION AND TERMINATION OF SUPERVISORY POWERS

At any time within ten (10) years after the ratification of this Charter, any power of review established by Article V may be terminated by the Secretary of the Interior with the consent of the Citizen Potawatomi Nation General Council. At or before the expiration of this ten-year period, the Secretary may propose a further extension of this period. Such proposed extension shall be effective unless disapproved by a two-thirds (2/3) vote of those voting at a duly called election of the Citizen Potawatomi Nation General Council within one (1) year from the date of receipt of the Secretarys proposal, or prior to the expiration of the ten (10) year supervisory period, whichever is later.

ARTICLE VII

CORPORATE RIGHTS AND PROPERTY

Any rights and powers heretofore vested in the Citizen Potawatomi Nation, not referred to generally, expressly, or by implication in the Constitution or Charter of said Tribe, shall not be abridged, but may be exercised by the citizens of the Citizen Potawatomi Nation, through the adoption of appropriate Amendments to the Constitution or Charter of said Tribe. No property rights or claims of the Citizen Potawatomi Nation existing prior to the ratification of this Charter shall be in any way impaired by anything contained in this Charter. The tribal ownership of unalloted lands, whether or not occupied by any particular individual or agency, is hereby expressly recognized.

ARTICLE VIII

AMENDMENTS

This Charter shall not be revoked or surrendered except by an Act of Congress. Amendments to this Charter, not inconsistent with the Tribal Constitution, may be proposed by a majority vote of the Business Committee, or by a petition signed by thirty percent (30%) of the adult members of the Tribe. Such Amendments, if approved by the Secretary of the Interior, shall be submitted to referendum vote of all adult members of the Tribe entitled to vote, and shall be effective if ratified by a majority vote.

ARTICLE IX

RATIFICATION

This Charter, when approved by the Secretary of the Interior, shall be effective from and after the date of its ratification by a majority vote of the adult members of the Citizen Potawatomi Nation, provided, that at least thirty percent (30%) of the entitled voters shall vote.