Resolution No. SI-R17-028: Amending Article XI(I) of the Third Amended Articles of Organization and Section 2.7.3 of the Fourth Amended Operating Agreement of San Ildefonso Services, LLC

At a duly called meeting of the Pueblo de San Ildefonso Council, acting as Member's Representatives of San Ildefonso Services, LLC, on the 7th day of September, 2017, the following Resolution was adopted:

WHEREAS, the Pueblo de San Ildefonso ("Pueblo") is a sovereign and self-governing Tribe, recognized as such by the United States of America, with the authority to govern its people, lands and other resources; and

WHEREAS, San Ildefonso Services, LLC, is chartered under tribal law as a single member limited liability company wholly owned by the Pueblo, and the Pueblo de San Ildefonso Governor and Council serve as the Member's Representatives; and

WHEREAS, pursuant to the Third Amended Articles of Organization and the Fourth Amended Operating Agreement of San Ildefonso Services, LLC, the company is a Manager-Managed LLC with the authority to manage the business affairs of the company vested in a Board of Managers that shall contain three (3) managers elected by the Pueblo de San Ildefonso Council, acting as the Member's Representatives; and

WHEREAS, Article XI(I) of the Third Amended Articles of Organization and Section 2.7.3 of the Fourth Amended Operating Agreement both require that a quorum for any Managers' Meeting shall consist of three (3) Managers, and if a quorum is not present, the meeting shall be adjourned to a new place and time; and

WHEREAS, due to temporary vacancies on the Board of Managers or the occasional unavailability of Managers, the quorum requirement in Article XI(I) of the Third Amended Articles of Organization and Section 2.7.3 of the Fourth Amended Operating Agreement may create an inability of the Board of Managers to hold Managers' Meetings and otherwise act to manage the business affairs of the company; and

WHEREAS, the Pueblo de San Ildefonso Governor and Council, as Member's Representatives, have determined that it is prudent and in the best interests of San Ildefonso Services, LLC to amend the quorum requirement contained in Article XI(I) of the Third Amended Articles of Organization and Section 2.7.3 of the Fourth Amended Operating Agreement to allow a quorum of two (2) Managers for Managers' Meetings; and

WHEREAS, the sole authority to make amendments to the Articles of Organization is vested in the Pueblo de San Ildefonso Council as Member's Representatives, and any amendments must be written in a Council Resolution; and

WHEREAS, the Fourth Amended Operating Agreement can only be amended or modified through a written instrument executed by the Member's Representatives.

NOW THEREFORE BE IT RESOLVED THAT:

Managers' Meetings, Notices, Quorum, and Procedure. A quorum for any Managers' Meeting shall consist of two (2) Managers, and if a quorum is not present, the meeting shall be adjourned to a new place and time. An adjournment shall not be necessary, however, and a Managers' Meeting with less than a quorum may be held, if all non-attending Managers agreed in writing prior to the meeting to the holding of the meeting. All such written consents to the holding of a formal meeting shall be kept and filed with the records of the meeting. A Manager may participate telephonically, with the consent of the other Managers.

2. The Pueblo de San Ildefonso Council as Member's Representatives hereby amend and replace Section 2.7.3 of the Fourth Amended Operating Agreement in its entirety as follows:

Quorum. A quorum for any Manager's Meeting shall consist of two (2) Managers, and if a quorum is not present, the meeting shall be adjourned to a new place and time with notice of the adjourned meeting given to all Managers. An adjournment shall not be necessary, however, and a Manager's Meeting with less than a quorum may be held, if all non-attending Managers agreed in writing prior to the meeting to the holding of the meeting. All such written consents to the holding of a formal management meeting shall be kept and filed with the records of the meeting. Ex-officio managers of the LLC shall not be counted in reaching a quorum of the LLC. A Manager may participate telephonically, with the consent of the other Managers.

3. Such amendments are incorporated into a Fourth Amended Articles of Organization for San Ildefonso Services, LLC and a Fifth Amended Operating Agreement which are hereby approved.

CERTIFICATION

The foregoing resolution was duly voted upon by the Council, acting as Member's Representatives, on September 7 , 2017, at a meeting with a vote of 8 in favor, 0 opposed, 0 abstaining and 2 absent (Governor presiding and not voting) pursuant to the authority vested in the Council by the Agreement of the Pueblo de San Ildefonso.

Irene Tse-Pe, Council Secretary

COUNCIL REPRESENTATIVE SPONSOR(S): Council Representatives

DELIVERY OF THE RESOLUTION TO THE GOVERNOR:

Resolution No. SI-R17-028 was presented to the Governor of the Pueblo de San Ildefonso on the 7th day of September, 2017, pursuant to the Governing document of the Pueblo de San Ildefonso ("Agreement"), GOVERNOR, Sec. 4(c), and will become effective after signature by the Governor or veto override by the Council.

Irene Tse-Pe, Council Secretary

GOVERNOR'S ACTION:

{ } APPROVED

{ } VETO - RETURNED TO COUNCIL WITH EXPLANATION:

On this __________ day of ________________________, 2017.

James R. Mountain, Governor

Presented by the Governor to the Council on the ____ day of ____________, 2017.

COUNCIL'S ACTION:

Override of Governor's veto:

{ } YES

{ } NO

CERTIFICATION

The foregoing resolution was duly voted upon by the Council on _________________, 2017, at a meeting with a vote of ______ in favor, _____ opposed, _____ abstaining and _____ absent (Governor presiding and not voting) pursuant to the authority vested in the Council by the Agreement of the Pueblo de San Ildefonso.

Irene Tse-Pe, Council Secretary