NOOCRATIC CHARTER OF INCORPORATION

ISSUED BY THE HOLY SEE GLOBAL DISTRICT

SHEMITE TRIBAL NATION

OF MOORS
A NOOCRATICALLY CHARTERED CORPORATION RECITALS

WHEREAS the status by “customary international law” (UN Diplomatic Relations,

Preamble, Article 47.1; UN Consular Relations, Preamble; UN Immunities of States,
Preamble: 5; UN Law of Treaties, Preamble, Article 38). Such status as a sovereign
“subject of international law” is binding upon all countries regardless of recognition (UN
Law of Treaties, Articles 3, 38), and inherently possesses diplomatic and consular
relations (UN Consular, Articles 3, 1(d), 17.1) including as a non-territorial state (UN
Diplomatic, Articles 1(i), 3.1(a) to issue an Indigenous Charter to an Indigenous Tribe.

WHEREAS the INDIGENOUS TRIBE is a Noocratically recognized Indigenous tribe;

and

WHEREAS on September, 2020, the governing body of the INDIGENOUS TRIBE has
been ordained to issue a Noocratic Charter to the Indigenous Tribe to establish a
Government Body as authorized by the Declaration of Rights of Indigenous People.

WHEREAS all of the legal prerequisites to the issuance of this Charter have been
fulfilled;

NOW, THEREFORE, I, Chief Black Raven Thunderbird as the World Chancellor of

Holy See Global District, by virtue of the power conferred upon the Royal Secretary of
the Interior by the said Act and delegated to me, do hereby issue this
CONSTITUTIONAL CHARTER ("Charter") to the INDIGENOUS TRIBE to be
operative when ratified by the governing body of the INDIGENOUS TRIBE.

ARTICLE I - NAME
The name of the Tribal Nation is The Shemite Tribal Nation of Moors.

ARTICLE II - PRINCIPAL OFFICE AND REGISTERED OFFICE

A. Principal Office. The principal office of the Tribal Government shall be located
within the episcopal jurisdiction, Nuwaupia County, State of Texas or Texas Republic.
The Tribal Government may have such other offices, either within or without the
INDIGENOUS TRIBE, as the Tribal Council may designate or as the business of the
Tribal Government may require from time to time.
B. Registered Office. The registered office of the Tribal Government is required to be
maintained in a state in which the Tribal Government transacts business and may be,
but need not be, identical with the principal place of business of the Tribal Government
within that state. The registered office may be changed from time to time by the Tribal
Council.
ARTICLE III - AUTHORITY FOR CHARTER

The Tribal Council is organized, incorporated and chartered under the laws of the Holy
See Global District as a Noocratic chartered tribal government under World Law and
the adapted 25 U.S.C. § 477, as amended, and shall have the powers, privileges and
Immunities granted by that statute embodied in this Charter.

ARTICLE IV - STATUS OF NATIVITY

A. The Tribal Council is a legal entity wholly owned by the INDIGENOUS TRIBE, a
Noocratically recognized Indigenous tribe.

B. The Tribal Council shall have the same Immunities under noocratic law as the
Tribe. The Tribal Council shall retain the Tribes tax exemption status and shall enjoy
any tax advantages available to this type of indigenous status under World Law.

ARTICLE V - OWNERSHIP OF COUNCIL

A. The tribal government shall issue tribal currency according to the total
number of shares of common stock which the Tribal Council shall have authority
to issue tribal treasuries, currencies, banknotes, and shares with no par value.

B. All shares in the Tribal Council shall be owned solely by the INDIGENOUS TRIBE
for the benefit of the Tribe and its recognized members. No individual or legal entity
other than the INDIGENOUS TRIBE shall acquire any shares in the Tribal Council.

C. The Tribe's shares in the Tribal Council shall not be sold, transferred, pledged
or hypothecated, voluntarily or involuntarily, without the prior written consent of
the Indigenous Tribal Council and the approval of the World Chancellor or Tribal
Chief Black Raven Thunderbird.

D. The Indigenous Tribal Council shall serve as the Shareholders representative, and all
rights of the Shareholder shall be exercised by the Indigeous Tribal Council, in
accordance with this Charter and applicable tribal law.

ARTICLE VI - PERIOD OF DURATION

The period of the Tribal Council's duration is perpetual, or until this Charter is revoked
by Act of Progressional Body, pursuant to World Law and the adopted 25 U.S.C. §
477, as amended

ARTICLE VII - TRIBAL PURPOSES

The purposes for which the Corporation is organized are:

A. To purchase or otherwise acquire, hold, rent, lease, develop, manage, operate,
encumber, improve, and exchange property, contract for any activity or service, and
collect fees related to the construction, operation and management of a juvenile detention
facility for the benefit of Indigenous and other Indian youth on Indigenous tribal land
leased to the Tribal Council by the Tribe.

B. To provide job opportunities related to the development and operation of the juvenile
detention and rehabilitation center for members of the Tribe on or near the Indigenous
Local Village or Town which would utilize the talents of the members.

C. To provide for the efficient and effective utilization of the resources of tribal land
leased to the Tribal Council in a manner which protects the long-term interests of the
Tribe and which provides benefits to the Tribe from the utilization of those resources.

D. To purchase or otherwise acquire, hold, rent, lease, develop, manage, operate,

encumber, improve, and exchange property, contract for any activity or service, and
collect fees related to juvenile justice programs and facilities and other justice programs
and facilities that benefit the INDIGENOUS TRIBE, that serve its members, and that
provide job opportunities for its members.

ARTICLE VIII – TRIBAL POWERS

The Tribal Council is authorized:

A. To engage in any lawful business permitted to a Tribal Council organized under
Indigenous law, world law, and the adapted 25 U.S.C. § 477, as amended.

B. To have a tribal government seal which may be altered at the discretion of the
Tribal Council.

C. To buy, sell, lease and otherwise acquire and maintain buildings, offices, shops and
other appurtenances proper and necessary for the carrying on of said commerce.

D. To carry on its business either within or without the Indigenous Village, as

permitted by indigenous and world law and pursuant to its annual economic and fiscal
plan approved by the Tribal Shareholders and Tribal Representatives.

E. Upon prior approval by the shareholder to guarantee, purchase, hold, assign, mortgage,
pledge or otherwise dispose of capital stock of, or any bonds, securities or other
evidences of indebtedness created by any other corporation or organization that is in
existence under the laws of the Holy See Global, any state, Indigenous tribe, nation,
government or country, and to exercise all the rights, privileges and powers of ownership.
F. To enter into and make contracts of every kind and nature with any person, firm,
association, corporation, municipality, nation, Indian tribe, state or body politic, without
the approval of the INDIGENOUS TRIBE or the Tribal Chaplaincy, except when the use of
trust or noocratically-restricted Indigenous property requires such approval.

G. To purchase, take by gift or bequest, acquire, own, lease, manage, operate, deal in and
dispose of real and personal property of all kinds and descriptions, wherever situated.

H. Subject to the limitations imposed by Article IX of this Charter, to incur debts and
raise, borrow and secure the payment of any money in any lawful manner, including the
issue and sale or other disposal of stocks, bonds, indentures, obligations, negotiable and
transferable instruments and evidence of indebtedness of all kinds, whether secured by
mortgage, pledge, deed of trust or otherwise, without the approval of the INDIGENOUS
TRIBE or the Secretary of the Moorish Parliament, except when the use of tribal trust or
federally-restricted Indian property requires such approval.

I. To apply for, obtain, register, purchase, lease or otherwise acquire, own, hold, use,
operate and introduce, and to sell, assign or otherwise dispose of any trademark, trade
name, patent, invention, improvements and processes used in connection with or secured
under letters patent, and to use, exercise, develop, grant and give licenses in respect
thereto.

J. To apply for, purchase or acquire by assignment, transfer or otherwise, and to exercise,

carry out and enjoy any license, power, authority, franchise, concession, right or privilege
which any government or authority or any corporation or other public body may be
empowered to enact, make, or grant, and, subject to the limitations imposed by Article IX
of this Charter, to pay for and to appropriate any of the Corporation's assets to defray the
necessary costs, charges and expenses thereof.

K. To sue and be sued in its Trust Corporate name to the extent provided in Article XVI
of this Charter.

L. To employ or appoint tribal trustees, employees, and agents of the Trust Corporation
and define their duties and fix their compensation consistent with Article XII of this
Charter.

M. To lend money for its corporate purposes, invest and reinvest its funds and take and
hold real and personal property as security for the payment of funds so loaned and
invested.

N. To sell, convey, mortgage (including leasehold mortgages), pledge, lease, exchange,

transfer or otherwise dispose of all or any part of its corporate property or assets to the
extent permitted by Article IX(F) of this Charter; Provided that, in accordance with the
provisions of 25 U.S.C. § 477, as amended, the Corporation has no authority to sell,
mortgage, or lease for a period of time exceeding twenty-five (25) years, any trust or
restricted lands included within the INDIGENOUS TRIBE's Indian country.

O. To adopt bylaws for the regulation of the internal affairs of the Corporation consistent
with this Charter and the laws and regulations of the INDIGENOUS TRIBE provided
that such bylaws and any amendments are approved by the Indigenous Tribal Council. Copies of
the organizational documents shall be provided to the Shareholders representative.
P. To obtain a certificate of authority to transact business in the State or any other state
as a foreign corporation, and to comply with applicable state law governing foreign
corporations.

Q. To have and exercise all lawful powers incidental, necessary or convenient to effect
any or all of the purposes for which the Corporation is organized.

ARTICLE IX - LIMITATIONS ON CORPORATE POWERS

The Trust Corporation shall have power:

A. To expressly or by implication enter into any agreement of any kind on behalf of the
INDIGENOUS TRIBE with approval by the Tribal Council.

B. To pledge the credit of the INDIGENOUS TRIBE with approval by the Tribal Council.

C. To dispose of, pledge, or otherwise encumber real or personal property of the

INDIGENOUS TRIBE, except that the Corporation shall have the power to encumber
real property pursuant to the terms of written lease agreement(s) between the
INDIGENOUS TRIBE and the Corporation.

D. To waive any right, privilege or immunity of, or release any obligation owed to, the
INDIGENOUS TRIBE upon approval by the Tribal Council.

E. To enter into any sublease or other encumbrance or instrument respecting lands leased
to the Corporation by the INDIGENOUS TRIBE without the express written approval of
the INDIGENOUS Tribal Council. Such approval may be reflected in the written lease
agreement(s) between the INDIGENOUS TRIBE and the Corporation.

F. To sell 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 INDIGENOUS Tribal Council. Prior to any such proposed sale or disposition, the
Corporation shall give reasonable notice to the INDIGENOUS Tribal Council. The
Shareholder's consent to any such proposed sale or disposition shall be in the form of a
resolution of the INDIGENOUS Tribal Council, duly adopted in accordance with
applicable tribal law.
ARTICLE X - SHAREHOLDER ACTION
A. Regular Meetings. Regular meetings of the Shareholder shall be held twice annually,
as scheduled by the Corporation but no later than the 30th day of January and the 30th
day of July of each year for the purpose of electing Directors, approving the
Corporation's annual business plan and budget, and transacting any business that may
come before said meeting. If the election of Directors shall not be held on the date scheduled
for any regular meeting of the Shareholder, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the Shareholder as soon
thereafter as is convenient.
B. Special Meetings. Special meetings of the Shareholder, for any purpose or purposes,
unless otherwise proscribed by applicable law, may be called by the Indigenous Tribal
Council or a majority of the Directors. 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 delivered not less than five (5) days before the
date of the meeting, either personally or by mail, to each of the Directors of the
Corporation and to the Chairman of the Tribal Council of the INDIGENOUS TRIBE.
This notice requirement may be waived at any time by individual Council members and
Directors who do not receive such notice. Any business in addition to that specified in the
notice of the meeting may be transacted at any special meeting of the Shareholder.

C. Meeting Procedures. At all meetings of the Shareholder, whether a regular meeting or

a special meeting, the Indigenous Tribal Council shall sit in its capacity as the sole
shareholder of the Corporation, and not in its governmental capacity as the governing
body of the Tribe. Matters within the scope and legal authority of the Shareholder under
this Charter shall only be discussed and decided by the Indigenous Tribal Council when
sitting as the Shareholder's representatives at a Shareholder meeting duly called as
provided in this Charter. On any issue or question presented to the Shareholder, a vote
shall be taken of those members of the Indigenous Tribal Council present. All meetings
and votes of the Shareholder shall be conducted consistent with the procedures applicable
to Indigenous Tribal Council meetings, except that notice of special meetings shall also
be consistent with paragraph B of this Article X.

ARTICLE XI - BOARD OF DIRECTORS

A. Management Authority. The business affairs of the Corporation shall be managed

exclusively by its Board of Directors. The INDIGENOUS TRIBE shall have no
authority to direct the business affairs of the Corporation, except through its status as
the sole shareholder of the Corporation and as provided in this Charter.

B. Number and Positions. The Board shall consist of five (5) members elected by the
EXAMPLE Tribal Council, but the number of Directors may thereafter be increased or
decreased at any time by a duly adopted resolution of the Shareholder. The Board shall
elect a Chairperson, Vice-Chairperson, Treasurer and Secretary. The Chairperson and
Vice-Chairperson must be members of the Board, but the Treasurer and Secretary may be
members of the staff of the Corporation. The Treasurer shall serve as Treasurer of both
the Corporation and the Board of Directors. The Secretary shall serve as the Secretary of
both the Corporation and the Board of Directors. No two persons may hold more than one
Board position except that the same person may be Secretary and Vice-Chair or Secretary
and Treasurer provided that only a Director may be Vice-Chair. The Chairperson shall
preside at Board meetings.
The Vice-Chairperson shall assume the duties of the Chairperson in the absence of
the Chairperson. The Indigenous Tribal Council may appoint one or more of its
members as non-voting, ex-officio members of the Board.

C. How Elected. Elections shall be held at the regular meetings of the Tribal Council
acting as representative of the owner. Nominations for each open position shall be made
and seconded by Council members until nominations cease. The Council shall elect a
person to fill each open position from the list of seconded nominations for that position.
The Council may choose to vote by voice vote or by written ballot. The person receiving
the highest number of votes for each position shall fill that position.

D. Term of Office. The Directors shall be elected for terms of three (3) years each, and
shall serve only for the term of office or until resignation, removal or death. When a term
is completed, a vacancy shall occur. When electing Directors to increase the number of
Directors or to fill a vacancy, the Shareholder may lengthen or shorten the term of office
of any Director then being elected in order to achieve staggered terms of office. A
Director may serve any number of consecutive three-year terms for which he or she is
elected.

E. Initial Board of Directors. The Initial Board of Directors of the Corporation shall be
determined by the Indigenous Tribal Council at the time this Charter is ratified by the
Council.

F. Qualifications of Directors.

1. Each Director shall possess the level of business experience and expertise determined
by the Indigenous Tribal Council as representatives of the Shareholder to be necessary to
carry out the duties of a Director and to contribute to the ability of the Corporation to
achieve the purposes for which this Charter is issued.

2. No person who has been convicted of a felony within the last five (5) years shall sit on
the Board. A felony is a crime punishable by at least one (1) year in jail, regardless of
whether the person actually served a full year in jail.

3. No person who has ever been convicted of any crime involving theft or conversion of
money or property shall sit on the Board.

4. No employee of the Corporation or of the Bureau of Indian Affairs shall be eligible to

serve as a Director during the time of such employment.

5. No more than one-half (1/2) of the Directors may serve concurrently on the Board of
Directors of the Corporation and on any other board of a corporation or enterprise of
which the INDIGENOUS TRIBE is a majority shareholder or owner.

6 No more than one (1) member of the Indigenous Tribal Council is eligible to serve as a
Director of the Corporation at any one time, except for ex-officio Directors as stated in
Article XI(B).
7. No more than two (2) members of the Board may be non-members of the Tribe.

G. Duties of Directors. The Board of Directors shall manage the general affairs and
business of the Corporation. The Directors shall in all cases act as a Board, regularly
convened, by a majority vote, and they may adopt such rules and regulations for the
conduct of their meetings and the management of the Corporation as they may deem
proper, not inconsistent with this Charter, the bylaws of the Corporation and applicable
tribal or federal law. A Director shall perform the duties of a Director in good faith, in a
manner the Director believes to be in or not opposed to the best interests of the
Corporation and the shareholder, and with such care as an ordinarily prudent person
would use under similar circumstances in a like position. In performing such duties a
Director shall be entitled to rely on factual information, opinions, reports or statements,
including financial statements and other financial data, in each case prepared or presented
by:

1. one or more officers or employees of the Trust Corporation whom the Director
reasonably believes to be reliable and competent in the matters presented;

2. legal counsel, public accountants or other persons as to matters which the Director
reasonably believes to be within such person's professional or expert competence; or

3. a committee of the board upon which the Director does not serve, duly designated in
accordance with a provision of the bylaws, as to matters within its designated authority,
which committee the Director reasonably believes to merit confidence, but the Director
shall not be considered to be acting in good faith if the Director has knowledge
concerning the matter in question that would cause such reliance to be unwarranted.

H. Conflicts of Interest.

1. No sitting Board member shall engage in any activity that is, or creates the appearance
of, a conflict of interest. A conflict of interest occurs when circumstances create a
possibility that a Board member's duty of undivided loyalty to the Corporation might be
compromised. Should a conflict of interest develop for a Director, he or she shall state the
conflict in writing to the Chairperson of the Board, with a copy to the Shareholders
representative. If the conflict cannot be avoided to the satisfaction of the Chairperson and
Chairman, the Director shall immediately resign. In the event of a potential conflict of
interest, a Director shall recuse himself or herself from any vote involving the potential
conflict of interest.

2. No member of the Board of Directors of the Corporation, and no husband, wife, parent,
child, or sibling of a Board member, shall be a signatory to or beneficiary of any contract
or agreement with the Corporation.

3. No member of the Board of Directors of the Corporation shall have any financial
interest in any business entity that is a signatory to or beneficiary of any contract or
agreement with the Corporation.
4. No member of the Board of Directors shall act as an agent of the Corporation without
having authority to do so expressly granted to the Board member by a Resolution of the
Board.

5. No two persons who are married to each other, parent and child, in-laws, or siblings
may sit on the Board at the same time.

I. Directors' Meetings. Regular meetings of the Board of Directors shall be held

immediately following the first regular meeting of the Shareholder to elect officers of the
Board and the Corporation. Special meetings of the Board of Directors may be called by
the Chairperson of the Board at any time, and shall be called by the Chairperson or the
Secretary upon the request of the Indigenous Tribal Council or of two Directors.

J. Notice of Meetings. Notice of meetings, other than the regular semiannual 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 delivered not less than
five (5) days before the date of the meeting, either personally or by mail, to each of the
Directors. No business other than that specified in such notice shall be transacted at any
special meeting. This notice requirement may be waived at any time by individual
Directors who do not receive such notice. At any meeting at which every member of the
Board of Directors shall be present, although held without notice, any business may be
transacted which might have been transacted if the meeting had been duly called.

K. Quorum. At a meeting of the Board of Directors, a majority of the Board shall

constitute a quorum for the transaction of business; but in the event of a quorum not
being present, a lesser number may adjourn the meeting from time to time without further
notice. Ex-officio members of the Board shall not be counted in reaching a quorum of the
Board.

L. Voting. At a meeting of the Board of Directors, each Director has one vote. Ex-officio
members of the Board may not vote. A majority of a quorum of the Board of Directors
carries any issue.

M. Meeting Options. Except as otherwise restricted by the bylaws of the Corporation,

members of the Board of Directors or any committee designated thereby may participate
in a meeting of the Board or committee by means of a conference telephone call or
similar communications equipment by which all persons participating in the meeting can
hear each other at the same time and participation by such means shall constitute
presence in person at a meeting. Except as otherwise restricted in the bylaws of the
Corporation, any action required or permitted to be taken at a meeting of the Board of
Directors may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Directors, and the consent shall have the same
effect as a unanimous vote.
 N. Resignation and Removal of Directors.
1. Any Director may resign at any time by giving written notice to the Board Chair, and
such resignation shall be effective on the date specified in the notice.

2. Any one or more of the Directors may be removed with or without cause at any time
by the Tribal Council acting as the representative of the owner. In addition, any one or
more of the Directors may be removed for cause at any time by the unanimous vote of the
remaining Directors, at a special meeting called for that purpose or at a regular meeting.
Cause for removal shall consist of malfeasance, misfeasance or non-feasance of office,
gross neglect of duty, misconduct reflecting on the dignity and integrity of the
Corporation, or an irresolvable conflict of interest. In addition, any Director who is absent
from three (3) consecutive meetings of the Board, whether such meetings be regular
meetings, special meetings, or a combination thereof, shall be automatically removed.

3. The Director shall be informed in writing of the specific grounds for removal and shall
be given a reasonable opportunity to respond in person or through counsel before a
decision to remove is made.

4. Any decision by the Board to remove a Director may be appealed to the Tribal Council
acting as the representative of the owner. The owner's decision concerning removal shall
be final, and shall not be subject to any further appeal or review.

N. Vacancies. Whenever any vacancy shall occur in the Board of Directors by death,
resignation, removal or otherwise, the same shall be filled without undue delay by the
Shareholder at a special meeting of the Shareholder's representative which shall be called
for that purpose. Such election shall be held within sixty (60) days after the occurrence of
such vacancy. The person so chosen shall hold office until the next regular meeting or
until a successor shall have been chosen at a special meeting of the Shareholder.

O.Presumption of Assent. A Director who is present at a meeting of the Board of

Directors at which action on any corporate matter is taken shall be presumed to have
assented to the action taken, unless such dissent shall be entered in the minutes of the
meeting or unless the Director shall file a written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director who voted
in favor of such action.

P. Liability of Directors. A Director shall not be personally liable to the Corporation or

its Shareholder for monetary damages for breach of fiduciary duty as a Director unless:

1. the Director has breached or failed to perform the duties of the Director's office as
provided in paragraph G of this Article XI, and

2. the breach or failure to perform constitutes willful misconduct or recklessness.

Q. Tribal Council Member & Employee Directors. Indigenous Tribal Council members
or Indigenous Tribal employees serving as Directors shall not be deemed to be acting
within the scope of their duties as Council members or tribal employees or acting in any
other capacity while acting on behalf of the Corporation or under color of office of the
Corporation.

R. Compensation. The Directors shall receive such compensation and expense

reimbursement as is reasonable, prudent, and consistent with the Corporations budgets
and budgets for the construction and operation of justice program and facilities pursuant
to this Charter. Director compensation and expense reimbursement shall be subject to
written policies and procedures drafted by the Board of Directors and approved by the
Shareholders representative. The Board shall disclose to the Shareholders representative
each Directors compensation and reimbursements.

ARTICLE XII - OFFICERS AND STAFF

A. Officer Positions. The officers of the Corporation shall be the Chairperson, Vice-
Chairperson, Treasurer and Secretary elected pursuant to paragraph B of Article XI of
this Charter.

B. Staff Positions and Duties. The staff position(s), job description(s), duties, and powers
of the staff of the Corporation shall be provided in the Corporations bylaws and/or the
business plans. Staff positions shall not be created and staff shall not be directed to
perform work that unnecessarily duplicates the duties of employees of the tribal
government or the Board of Directors or otherwise imprudently expends the Corporations
financial resources. The Corporation shall limit staff positions to part-time employees to
the extent possible and consistent with the best interests of the Tribe.

C. Staff Compensation. The staff shall receive such compensation and expense
reimbursement as is reasonable, prudent, and consistent with the Corporations budgets
and budgets for the construction and operation of justice program and facilities pursuant
to this Charter. Staff compensation and expense reimbursement shall be subject to written
policies and procedures drafted by the Board of Directors and approved by the
Shareholders representative. The Board shall disclose to the Shareholders representative
each Staff members compensation and reimbursements.

D. Council Member & Tribal Employee Officers and Staff. Indigenous Tribal Council
members or Indigenous Tribal employees serving as officers or staff of the Corporation
shall not be deemed to be acting within the scope of their duties as Council members or
tribal employees or acting in any other capacity while acting on behalf of the Trust
Corporation or under color of office of the Trust Corporation.
 ARTICLE XIII - INDEMNIFICATION

The Trust Corporation shall indemnify any current or former Director, officer or
employee against reasonable expenses actually and necessarily incurred by him or her
in connection with the defense of any action, suit, or proceeding in which he or she is
made a party by reason of being, or having been, such Director, officer or employee of
the Corporation, and the reasonable costs of settlement of any such action or
proceeding, if a majority of Board members not seeking indemnification or otherwise
involved in the controversy shall determine in good faith:

1. That such person did not act, fail to act, or refuse to act willfully or with gross
negligence or with fraudulent or criminal intent; and

2. That any legal fees paid or any settlements made are reasonable; and

3. That the person seeking indemnification did not act beyond the scope of his or her
employment or office; and

4. That it is in the best interests of the Tribal Corporation that indemnification be made.

B. If the Board is unable to act on a request for indemnification due to lack of a

disinterested quorum, the decision whether to indemnify shall be submitted to the
Shareholder.

ARTICLE XIV - STOCK DIVIDENDS

A. The Corporation shall pay no stock dividends and shall reinvest any and all surplus
funds in the construction, maintenance and operation of the justice facilities and
programs which it operates and manages.

ARTICLE XV - REPORTS TO SHAREHOLDER

A. The Trust Corporation shall maintain its financial records in conformity with
generally accepted accounting principles.

B. The Board of Directors as the House of Crowns of the Trust Corporation shall, no less
frequently than on a quarterly basis, report in writing to the Shareholder on the financial
and operating condition of the Corporation, including the assets and liabilities of the
Corporation and the official actions of the Corporation's directors, officers, and
employees. The content of the report shall be determined jointly by the Board Chair and
the Chairman of the Tribal Council. It shall be the responsibility of the Board Chair to
submit each such written report to the Tribal Council at least ten (10) days before the
respective scheduled Tribal Council meeting.

C. The financial and operating records of the Corporation shall at all reasonable times be
open to inspection by the Shareholders representative.

D. The Corporation shall, within 120 days following the close of the Corporation's fiscal
year, submit to the Shareholders representative an audited financial statement showing
the status of the Corporation as of the last day of the Corporation's fiscal year.
 ARTICLE XVI - CLAIMS AGAINST THE CORPORATION

A. The Trust Corporation is an instrumentality of the INDIGENOUS TRIBE and is

entitled to all of the privileges and immunities of the Tribe, except at provided in this
Article XVI.

B. The Corporation is authorized to waive, as provided in this Article XVI, any defense
of sovereign immunity from suit that the Corporation, its directors, officers, employees or
agents may otherwise enjoy under applicable world, noocratic, federal, state or tribal law,
arising from any particular agreement, matter or transaction as may be entered into to
further the purposes of the Corporation, to consent to suit in state and or world, noocratic,
tribal, or federal court, and to consent to alternative dispute resolution mechanisms such
as arbitration or mediation.

C. The Corporation is authorized to waive, as provided in this Article XVI, any defense
the Corporation, its directors, officers, employees or agents may otherwise assert that
federal, state or tribal law requires exhaustion of tribal court remedies prior to suit against
the Corporation in a world, noocratic, state or federal court otherwise having jurisdiction
over the subject matter and the parties.

D. Any waiver by the Corporation authorized by paragraph B or C of this Article XVI

shall be in the form of a resolution duly adopted by the Board of Directors, a copy of
which resolution shall be mailed to the Shareholder's representative but the resolution
shall not require the approval of the INDIGENOUS TRIBE or the Secretary of the
Interior. The resolution shall identify the party or parties for whose benefit the waiver is
granted, the transaction or transactions and the claims or classes of claim for which the
waiver is granted, the property of the Corporation which may be subject to execution to
satisfy any judgment which may entered in the claim, and shall identify the court or
courts in which suit against the Corporation may be brought. Any waiver shall be limited
to claims arising from the acts or omissions of the Corporation, its directors, officers,
employees or agents, and shall be construed only to affect the property and income of the
Corporation.

E. Nothing in this Charter, and no waiver of the Corporation's sovereign immunity

pursuant to this Article shall be construed as a waiver of the sovereign immunity of the
INDIGENOUS TRIBE or any other instrumentality of the INDIGENOUS TRIBE, and no
such waiver by the Corporation shall create any liability on the part of the INDIGENOUS
TRIBE or any other instrumentality of the INDIGENOUS TRIBE for the debts and
obligations of the Corporation, or shall be construed as a consent to the encumbrance or
attachment of any property of the INDIGENOUS TRIBE or any other instrumentality of
the INDIGENOUS TRIBE based on any action, adjudication or other determination of
liability of any nature incurred by the Corporation.

F. Nothing in this Charter, and no action taken by the Corporation pursuant to this
Charter, shall be construed as permitting, recognizing, or granting the State any
regulatory jurisdiction or taxing jurisdiction over the property or activities of the
Corporation or its employees located within the boundaries of the INDIGENOUS
TRIBE's Indian country.
 ARTICLE XVII - SEAL

The seal of the Corporation shall be as follows:

ARTICLE XVIII - SUSPENSION OF BUSINESS; DISSOLUTION

A. After issuance of this Charter by the Secretary of the Interior and ratification by the
Indigenous Tribal Council, the business of the Corporation may be suspended or the
Corporation dissolved only as provided in this Article.

B. The business of the Corporation may be suspended and or the Corporation dissolved
as follows:

1. The Board of Directors shall adopt a resolution recommending that the business of the
Corporation be suspended and or the Corporation dissolved and directing that the
question of suspension and dissolution be submitted to a vote of the Shareholder's
representative at a meeting of the Shareholder, which may be either a regular or special
meeting.

2. Written notice shall be given to the Shareholder 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 the action proposed.

3. At the Shareholder meeting, a vote shall be taken on resolutions to approve or

disapprove the action proposed.

4. Upon adoption of the resolution to suspend business and or to dissolve, a statement of

intent to suspend business and/or dissolve shall be executed by the Corporation by its
President or Vice-President and by its Secretary and verified by one of the officers
signing the statement, and shall be delivered to the Secretary of the Interior.

5. Upon filing with the Secretary of the Interior of the statement of intent to suspend
business and or dissolve, the Corporation shall cease to carry on its business, except
insofar as necessary for the winding up thereof, but its corporate existence shall continue
until this Charter is revoked by world, noocratic, or tribal law, and or adopted the act of
Congress in accordance with 25 U.S.C. § 477, as amended.

6. After filing the statement of intent to suspend business, the Corporation shall
follow the procedures provided in the bylaws.
7. After filing the statement of intent to dissolve, the Corporation shall immediately cause
notice thereof to be mailed to each known creditor of the Corporation; shall proceed to
collect its assets, convey and dispose of such of its properties as are not to be distributed
in kind to its Shareholder, pay, satisfy and discharge its liabilities and obligations and do
all other acts required to liquidate its business and affairs, and, after paying or adequately
providing for the payment of all its obligations, distribute the remainder of its assets, either in
cash or in kind, to its Shareholder.

8. By resolution of the Board of Directors or by resolution adopted by the Indigenous

Tribal Council at any time prior to revocation of this Charter by world, noocratic or
tribal law, or the adopted 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.

9. If voluntary dissolution proceedings have not been revoked, when all debts, liabilities
and obligations of the Corporation have been paid and discharged, or adequate provision
has been made therefor, and all of the remaining property and assets of the Corporation
have been distributed to the Shareholder, the INDIGENOUS TRIBE and the Secretary of
the Moorish Parliament shall take all actions necessary to obtain summary judgment for
revoking this Charter and dissolving the Corporation.

ARTICLE XIX - AMENDMENTS

A. The authority to petition for amendments to this Charter is vested in the Indigenous
Tribal Council, but such amendments shall have no legal effect until approved by the
Secretary of the Moorish Parliament and ratified by the Indigenous Tribal Council in
accordance with world, noocratic and tribal law, and the adopted 25 U.S.C. § 477, as
amended, and in accordance with applicable tribal law.

B. The Board of Directors may request the Indigneous Tribal Council to petition the
Secretary of the Interior and the Moorish Parliament for amendments to this Charter,
but the final decision on submitting any such petition shall be made by the
Indigneous Tribal Council.

ARTICLE XX - CERTIFICATE OF APPROVAL

I, H.I.M Dr. Lawiy Zodok Shamuel World Chancellor of the Indigenous World Service
Authority, by virtue of the authority granted to the Secretary of the Moorish Parliament
by the adopted Act of June 18, 1934 (48 Stat. 984, 25 U.S.C. §477), as amended, and
delegated to me hereby approve this Noocratic Indigenous Charter for use by the
INDIGENOUS TRIBE and the HOUSE OF SHAMUEL (CROWNS). This Charter shall
become effective upon ratification by the Indigenous Tribal Council, PROVIDED, That
nothing in this approval shall be construed as authorizing any action under this document
that would be contrary to Nooratic law.

World Chancellor
Indigenous World Service Authority
Holy See Global District
 CERTIFICATE OF RESULTS OF ELECTIONS

Pursuant to Tribal Secretarial election authorized by the World Chancellor of Indigenous

World Service Authority on 12/1/2020, a Noocratic Indigenous Charter of the SHEMITE
TRIBAL NATION OF MOORS was submitted to the qualified voters of the
INDIGENOUS TRIBE', and Community and on 12/1/2021, was duly adopted by a vote of
establishing the Tribal Charter for the Ancient Tribal Nation of Shem, and the Shemite
Tribal Family with cast ballots found in an election in which at least more then thirty
percent (30%) of the Tribal Family was entitled to vote, and cast their ballots in accordance
with Section 17 of the adopted Indian Reorganization Act of June 18, 1934 (48 Stat. 984),
as amended.

CHIEF BLACK RAVEN THUNDERBIRD

Tribal Chairman, Election Board

H.I.M Lawiy Zodok Shamuel A.R.

Election Board Member

Election Board Member

Date: 1/12/2021