Seneca Council revises Gaming Corp. Charter

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SENECA NATION, CATTARAUGUS TERRITORY – The Seneca Nation of Indians Legislative Council recently voted to make significant changes in the charters of the Seneca Gaming Corp. and the nation’s related gaming companies.

The revisions make board duties and responsibilities more clear, raise the bar on board member qualifications and make board members more accountable to the nation.

“I commend the council for making these adjustments so the Seneca people remain confident that gaming and resort governance continues to be in the hands of those who consider the Seneca people’s interests first and foremost,” said nation President Barry E. Snyder Sr.

The companies affected by the new rules include, in addition to the gaming corp., the Seneca Niagara Falls Gaming Corp., the Seneca Territory Gaming Corp., the Seneca Erie Gaming Corp., the Seneca Massachusetts Gaming Corp. and the Lewiston Golf Course Corp.

The council reforms include more detailed language concerning minimum requirements for serving as a board member, including the mandate that at least one board member have either a graduate law, business or accounting degree, or 10 years of experience in management of a publicly held casino company. Also, all board members must be licensed, after background investigations, by the Seneca Gaming Authority, the nation’s oversight agency.

The council further decided that the Seneca Massachusetts Gaming Corp. is no longer needed because efforts with another tribe there to develop a casino ended; and that the boards for each of the companies should become identical in composition and that all members have coterminous terms.

“The council moved quickly to strengthen nation oversight of Seneca Gaming by expecting and requiring more from the company’s board,” said Council Chairman Richard Nephew. “We have learned from our years of experience, made the necessary adjustments and are now better poised for the future.”

The board will continue to be constituted by no less than four, nor more than seven, members, at least five of them enrolled Senecas. No elected official of the nation may serve on the board, nor can any company employee or any person with an economic interest in any of the company’s activities. Terms will be three years, expiring in April instead of November. And the selection process for board members will be open, public and occur on the same dates each year.

“The council modifications of the corporation charters were overdue and will aid the nation’s gaming interests as they mature and continue to grow,” Snyder said. “This is all about progress. These adjustments come with the benefit of years of experience and an eye on a most productive future.”

The changes also formalize language requiring board members to exercise oversight and fiduciary responsibilities.

The resolution states: “The duty of care is very broad, requiring officers and directors to exercise ordinary and reasonable care in the performance of their duties, exhibiting honesty and good faith. Officers and directors must act in a manner which they believe to be in the best interests of the company, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. The duty of loyalty encompasses a duty to avoid conflicts of interest and to provide undivided allegiance to the company’s mission.”

Today’s council vote, a required second one following an initial vote April 11, also means the seven-member board remains as it is. On March 20, Snyder chose to step down from the board of Seneca Gaming.

“I worked tirelessly for and with the great people of Seneca Gaming Corp. for many years,” he said. “During that time, the gaming corp. developed two casino resorts and another casino that will grow into one. These support employment of more than 4,000 people and their families when times are hard and jobs are scarce. They also brought economic development to western New York and revenue to state and local governments.”