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
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