Pyramid Lake Paiute Tribal Council (2023)

Pyramid Lake Paiute Tribal Council

Post Office Box 256

Nixon, Nevada 89424

Telephone: (775) 574-1000

Fax (775) 574-1054

SPECIAL NUMU INC. OWNERS MEETING

Tribal Chambers ~ Nixon, NV

January 27, 2023

Members Present:

James Phoenix, Tribal Chairman Steven Wadsworth, Vice Chairman

Harriet Brady, Councilmember Judith Davis, Councilmember

Nathan Dunn, Councilmember Edward Ely III, Councilmember

Natalia Gonzales, Councilmember John Guerrero, Councilmember

Della John, Councilmember

Members Absent: Genevieve John, Councilmember

Note: This meeting was in-person but zoom conferencing was an option for presenters and audience.

CALL TO ORDER

Chairman Phoenix called the January 27, 2023, Special NUMU Inc. Owner’s Meeting of the Pyramid Lake

Paiute Tribal Council to order at 5:00 p.m.

ROLL CALL

Roll call was taken by Brenda A. Henry, Tribal Council Secretary. Councilmember Genevieve John was absent.

All other Councilmembers were present at roll call and a quorum was established for this meeting.

APPROVAL OF AGENDA

Chairman Phoenix welcomed everyone to the Owner’s Meeting for NUMU Inc, Board of Directors.

Councilmember Davis motioned to approve the agenda. Councilmember Gonzales seconded the motion.

Votes were eight (8) for and zero (0) opposed with zero (0) abstentions. MOTION PASSED

NEW BUSINESS

1. Owner's Meeting NUMU Inc, Board of Directors.

For the record the NUMU Inc, Board of Directors identified themselves: Debra Harry, Chairman of the

Board, Scott Eldridge, CEO of NUMU Inc., and Cassandra Darrough, Executive Project Director.

Ms. Harry Introduced Brian Wadsworth, Treasurer and Gary Shaw, Vice Chairman of the Board. She

provided an overview of Mr. Eldridge’s background. Thanking the Chairman for the opportunity to fulfil

one of NUMU Inc’s requirements to have a meeting /owner’s meeting with Tribal Council, owners of NUMU

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January 27, 2023, Special NUMU Inc. Owner's Meeting

Inc. under the Section 17 Economic Development arm. Section 17 refers to the Indian Reorganization Act

from 1934 and allows tribal governments to establish their fundraising Economic Development

Corporation. It provides, under that legislation, the corporation certain powers that are similar to tribes but

without endangering the Tribe’s assets. The reason the Tribe have established Section 17 is to create an

arm’s length business entity that can do the business of making money and doing businesses without

jeopardizing Tribal Council or its general resources, it creates a separation. A Section 17 is Congressionally

created, the Charter is a grant from the government from Congress to the Pyramid Lake Paiute Tribe, to

establish the Section 17 and then operate under the Charter.

Per the letter submitted to NUMU Inc requesting documentation be provided to Tribal Council, Mr. Eldridge

will walk through the key points in a power-point presentation.

Councilmember Della John made the correction on the power-point that this is an Owner’s meeting and not

a Bi-Annual meeting.

Mr. Eldridge stated the purpose of this meeting is to communicate with Tribal Council and to address the

letter which NUMU Inc. received requesting five documents: board meeting minutes, financial audits,

promissory note, Joint Development Agreement (JDA), and the financial information for the Pyramid Lake

Lodge. They will have one slide that will address the priorities moving forward for NUMU Inc. for 2023.

Minutes are taken at every board meeting but admittedly they did fall behind last year. Minutes are

recorded but they were not submitted and approved by the board. Ms. Darrough has been trying to get

them caught up during the last 30 days. They currently have minutes from 2019 through 2021 and half of

2022 that have been submitted and the rest of 2022 will be completed by the end of February and

approved. It is one of his tasks to get the minutes done in a timely manner along with invoices. They will to

get them approved and submitted to Council.

Councilmember Dunn asked for clarification on the minutes. Mr. Eldridge stated 2019 thru 2021 have been

completed but half of 2022 still need to be completed, which was mainly due to staff turnover but no

excuses, the remainder will be done by the end of February.

Chairman Phoenix confirmed again the remainder of the minutes will be done at the end of February.

Councilmember Della John said Council has a liaison that attends the meetings and it doesn’t seem like her

questions are in the minutes, is there a reason for that? Mr. Eldridge referred the question to the board

since he only attended two board meetings but the ones he has seen are fairly high level but detailed on

who was speaking. Ms. Harry said generally the minutes reflected are the agenda and action items which

are in the minutes. Behind the minutes there are transcripts of every meeting, including audio recordings of

every meeting. If a question came up, they have the ability to go back and ask, was it in the transcript? What

did the audio portion say? And in fact, that is what they are doing in a couple of minutes. Currently it’s

going back to check the actual record, if they didn’t do that the minutes would be pages and pages long with

just dialogue rather than the agenda and action items. Councilmember Brady (Tribal Council

representative) said when she started in 2021, she was under the understanding, because she asked the

question before, was there any recordings and was initially told no, but they have meeting minutes,

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handwritten ones, but then later, the other answer was given, so she doesn’t think it’s necessarily true

because there are always audio recordings from 2021. Ms. Harry said she doesn’t know the specifics of

every single meeting. Ms. Darrough explained initially from 2017 to 2021, the board held standard board

meetings in person, and the reason why they have video recording, in addition to the transcripts now,

which she provides, is because of Microsoft Teams which gave them the capability to provide a video

recording and a transcript record. That is the reason why it doesn’t go all the way back to 2021 but they do

have the completed minutes that were previously done from NUMU Inc.

Councilmember Ely asked about the number of minutes submitted that day, based on the year from 2019 to

2022, that would be 48 sets of minutes. Ms. Darrough responded in the beginning they only met quarterly

so that would be four times a year which is the reason for the difference in the number of minutes.

Additionally, there were times they did not have a quorum but being working professionals they worked to

attend monthly meetings as close as possible. Councilmember Ely asked when they started monthly

meetings? Ms. Darrough said it was probably in 2019 or 2021 and they were on-line. She would have to

research it.

Councilmember Brady asked if they could get a listing of all the dates because she recalls they were often

and that is when she began to question when the meetings were called. Ms. Darrough said she would note

the meetings dates. She believes they have had three different chairmans. She will check her records and

find out.

Councilmember Dunn asked what the delay was in getting the minutes done. Mr. Eldridge said he couldn’t

speak to the past but he thinks there was a change in the secretaries who came and gone (resigned). They

are typically the responsibility of the secretary, then the responsibility was given to Ms. Darrough, then the

CEO left. There was a myriad of things that got caught behind. Ms. Darrough had a lot to do and minutes

should have been a priority and she understands that now but they weren’t and they fell behind. All he can

do now is make a commitment going forward and be on top of it.

Councilmember Brady stated they need to note also that when Trish Connor, who was the last one to leave

in October of 2021, Ms. Darrough was tasked with doing the minutes. It was a part of the justification for

her scope of work and raising the job title and pay. Ms. Darrough said her pay rate was not increased.

Councilmember Brady asked Ms. Darrough if she was tasked with it? Ms. Darrough said Tricia Connor took

responsibility for the minutes during those three months and she followed up with her after she moved on.

She never received those minutes and they have completed those minutes according to records. She has

completed transcripts for the hours of meetings that they have had, minutes are what she is catching up

with. Councilmember Brady asked again if she was tasked with completing the minutes. Ms. Darrough said

she was, she is not arguing that point.

Mr. Eldridge moved onto request number two which for the audits. Bluebird CPA was tasked by NUMU Inc.

to perform the annual independent audits. Per Bluebird, the 2018 audit was not necessary or required due

to no transactions in 2018, therefore, there was nothing to audit. The 2019 and 2020 audits have been

completed. These documents were provided to Council, and they were given a clean audit opinion, which is

positive. There were three findings, two which have been addressed, one of which is being addressed. The

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two that were addressed were a few transactions that weren’t reconciled and a few disbursements that

didn’t have backup in both years. In August 2021 they switched CPAs, the CPA replaced by MunCPA and

they have fixed the reconciliation, disbursement control as of August of 2021. It will be reflected in the

2021 Audit that shows problems prior to August 2021 and since then they have been taken care of. The

third finding was they have a draft of policies and procedures for their procurement and invoicing

payments which they will have approved by the board in February and put in place. This will resolve the

three findings from Bluebird. The Board is in process of reviewing the engagement letter for the 2021 audit

and once approved by the Board, they will engage with Bluebird. Estimated timetable for the 2021 audit is

approximately six to seven weeks. Once complete they will get the report to the Board and Council.

Councilmember Dunn asked why it’s just a draft and how come there wasn’t anything in place prior to him

getting here. Mr. Eldridge said he didn’t question it but it is now his responsibility to review the draft, clean

it up and get it approved by the Board. They have a board meeting at the end of February where it will be

presented, approved and put into place.

Councilmember Davis asked about his comment about switching CPA firms. Who is their CPA firm now?

She is confused when he said the old CPA firm would have found some findings and had questions but the

new one doesn’t. Mr. Eldridge said he didn’t articulate very well. Back in 2021, there was a previous CPA

firm, John Rand CPA and in August of 2021 NUMU Inc. switched to Nick MunCPA. The 2019-2020 audits

showed the challenges which was under the previous CPA firm and not the one in place since August of

2021.

Councilmember Brady asked in the audit what did they find as an asset for NUMU Inc.? Brian Wadsworth,

Finance Officer said for assets they have cash which is the only asset on the books. They received the cash

from the Tribe. The initial amount was $2 million for the initial investment back in 2017. That was before

his time. Councilmember Brady asked what was the investments? Ms. Harry said it had to be later than that

because Bluebird said there was no transactions in 2018. Ms. Darrough said first meeting was December 1,

2017 was the inaugural meeting. In 2018, there was four quarterly meetings. At that point, NUMU Inc.

began moving into developing projects to move forward with. It was in 2019 where they began having

increased meetings and that was when John Rand was CPA. The funds are tied to two different resolutions.

One was approved by Council unanimously in 2019 and the second resolution was for the Crosby purchase

which is the larger amount and was designed so the Tribe can purchase the Crosby land parcels and to

begin the process.

Councilmember Ely asked how much was that resolution? Gary Shaw said it was $4 million and the total

was $4.2 million to account for closing costs.

Councilmember Brady asked what was the expectation of the Council at that point? Mr. Shaw said the initial

$2 million was for operation of NUMU Inc, operating expenses to investigate business opportunities for the

Tribe. The $4 million was to acquire the Crosby Lodge as the first step for a potential investigation of what

could be developed at the lake. Councilmember Brady asked after the purchase of the property what was

supposed to happen? Mr. Shaw said there was a development agreement that was signed with the guy that

runs the property for 10 years, because at that time, Council didn’t want to run it. Councilmember Brady

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confirmed it was the JGFP group and asked where did the conveyance come from? Mr. Shaw said it was

complicated because there was a few of the Councilmembers that did not want or had reservations about

purchasing the Crosby Lodge at first, because there was a potential for getting funds from the Water Rights

Acquisition Program (WRAP) but if they purchased the property directly they couldn’t use the WRAP funds

because they couldn’t purchase from ourselves. The only way, the CEO at the time could figure out how to

get the WRAP was to purchase this through a third party and then go through the WRAP in order to get

federal funds to help pay for the property. Councilmember Brady asked what is this known as when they do

that? Mr. Shaw said he didn’t understand the question. Councilmember Brady answered is it a double

escrow? Mr. Shaw said it sounded right but he was not an expert on proper real estate.

Mr. Eldridge moved to the promissory note for the Lodge, the third Council request of NUMU Inc. As Council

is aware there is now ongoing or at least attempted ongoing discussions with the Tribe’s attorney Pilar

Thomas and Dan Ray-Bear with Mr. Greenberg and his JGFP Group. Chairman Phoenix asked if they had the

original document? He was told a copy was submitted with the Council packet. Councilmember Dunn asked

if it was a copy or is it the original? Ms. Darrough said it has to be the original, they submitted by email, the

promissory note and the development agreement. They haven't previously submitted once in 2021 and one

in last year, 2022. These documents were submitted to the Tribal Secretary for disbursement to the Tribal

Council. Also, in the past, during the Sampson administration, any communication went through the Tribal

Secretary, Tribal Council and Tribal Chairman. It is at the behest of the Tribal Chairman as far as what

communication is allowed.

Councilmember Brady would like to know for the $55,000 interest on the promissory note. Can NUMU Inc.

tell Council again when it was waived? And why? Brian Wadsworth said it was never officially taken off, it's

still standing. Councilmember Brady said there was discussion in 2021 to waive it off and she questioned

them how they could do that. Particularly when in the charter it has limitations of corporate powers,

limitation of NUMU Inc. states to waive any right privilege or immunity or release any obligation owed to

the Pyramid Lake Paiute Tribe? That is not supposed to happen per the article.

Brian Wadsworth said to clarify what Councilmember Brady is talking about as the JDA between NUMU Inc.

and JGFP, he doesn’t believe that NUMU Inc. has actually waived any rights of the Tribe, since the Tribe

wasn’t a party to the agreement, the agreement was between NUMU Inc. and JGFP. From what he

remembers from their last discussion with Council with Dan Ray-Bear, their legal counsel for NUMU Inc., he

had explained why that potentially wasn’t fair and was a high interest payment for the amount that Justin

Greenberg was actually getting for it. That was the reason it was discussed because they were negotiating

with Mr. Greenberg to help the conveyance move along further but that never came up to fruition so

everything within the JDA is still intact.

Councilmember Ely asked Brian Wadsworth to confirm that the Tribe gave NUMU Inc. the money and they

invested it and if they see fit to waive any rent or lease or any other monetary payment, they do have the

right to do that no matter what. Brian Wadsworth said the Tribe, Tribal Council gave NUMU Inc. the

Economic Development Funds (EDF) of $4.2 million to NUMU Inc.,, in order to use a ghost investor to

purchase Crosby Lodge because the Tribe at the time, maybe their intention at that time they knew Crosby

would not sell the Lodge to the Tribe at that rate. The reason why the third party, JGFP because a part of it

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was the former CEO Drew Rice was going to use Mr. Greenberg as a ghost investor to purchase the property

from Crosby. The Council gave NUMU Inc. $4.2 million, who then gave that money to JGFP to purchase

Crosby Lodge. The Crosby Lodge was purchased with the $4 million and the agreement that NUMU Inc. has

with JGFP within the joint or the promissory note is that $4.2 million. Councilmember Ely said he

understood that but his explanation to Councilmember Brady was that it was NUMU Inc.'s deal so they have

the right to waive that $55,000. Brian Wadsworth said yes because the $55,000 wasn’t a part of the

agreement with the Tribe. If the Tribe had stipulated an interest payment or anything like that, they

certainly couldn’t have waived but that was something additional on top of the $4.2 million or the money

given to JGFP.

Councilmember Gonzales stated that is where the separation is with the charter and by-laws, the Tribe has

that separation from Council.

Councilmember Ely asked if the Tribe only has the promissory note? Is there a deed, who has the deed?

Does the Tribe own the Lodge, is the deed in transfer or where do they go with the promissory note? Brian

Wadsworth said the promissory note is tied to the Lodge, the Lodge is owned by JGFP and then NUMU Inc.

has the promissory note against JGFP. Hypothetically, if Mr. Greenberg doesn’t want to relinquish the

property they could puta lien on the property with the promissory note against JGFP but as of now, JGFP is

the owner of the Pyramid Lake Lodge. Councilmember Ely asked if he wanted to sell it tomorrow, he could

sell it? Brian Wadsworth said, he could try but they will again put a lien against it and it couldn’t come to

that transaction.

Councilmember Brady said it doesn’t work that way though, because if the Tribe doesn’t have the title,

basically they have no power. Brian Wadsworth said he is not an attorney and couldn’t give legal advice.

Ms. Darrough said when they posed that question to Dan Ray-Bear, NUMU Inc.’s legal attorney, he noted

that until they move into litigation, they wouldn’t be able to place that lien. She noted this was a question of

Councilmember Brady and again if they move into litigation then they are able to place that lien.

Councilmember Brady said if they go with what they are saying especially with the JDA, how much does the

JGFP group owe NUMU Inc. as of now?

Ms. Harry asked if she was talking about the valuation of the property.

Councilmember Della John said it might be the $4.2 million plus the operating money that they gave him

and other payments he owes the Tribe.

Councilmember Ely asked if he owed the Tribe, he owns the land so he doesn’t owe the Tribe anything.

Brian Wadsworth said one parcel has been transferred to the Tribe.

Gary Shaw said as part of the development agreement Mr. Greenberg owes lease payments on a monthly

basis. Since the conflict happened, he has taken the approach that was mentioned by Councilmember Ely.

But he does owe NUMU Inc. lease payments as part of the JDA. He owes roughly $60,000. Councilmember

Pyramid Lake Paiute Tribal Council

January 27, 2023, Special NUMU Inc. Owner's Meeting

Ely asked if that was one payment or multiple payments? Brian Wadsworth said it’s a combination of

several late monthly payments and they have been working with Mr. Ray-Bear, who was working with

JGFP’s attorney to come to an agreement on what final number JGFP owes NUMU Inc. He was supposed to

relinquish payment but as the Council has seen he doesn’t live up to his promises.

Councilmember Brady said the $65,000, if she is recalling correctly was back in September and he was ona

graduated payment and was supposed to be paying $7,000 a month which is five months’ worth. Brian

Wadsworth said the last payment they received was in July of 2022. Ms. Darrough said those payments

increase this year, they increase every year in increments to $9,000.

Mr. Eldridge said the next request for documents is the agreement which was provided by Ms. Darrough.

There is an agreement in place and Mr. Greenberg is not cooperating with the agreement, and not following

the agreement. Ms. Thomas, Quarles & Brady LLP, Tribal Attorney and Mr. Ray-Bear, NUMU Inc. attorney

are attempting to have active negotiations with the attorney but JGFP is not cooperative at all.

Councilmember Ely said if the payments have increased to $9,000 and JGFP is close to $100,000 in arrears,

does NUMU Inc. have plans to get there.

Mr. Eldridge said they have a meeting scheduled with Mr. Ray-Bear on Tuesday the following week to

discuss how they can escalate it from a legal perspective. They will follow his guidance. They have tried

negotiating, meetings, sent letters, all of which occurred over the last year with little response. They have to

escalate it because he is not following the JDA.

Councilmember Dunn said they shouldn't settle, get all the funds back.

Mr. Eldridge said it’s not what the Council wants to hear but the financial statements for the Pyramid Lake

Lodge was provided for 2020 and those files are included in the documents provided to Council. There

have been numerous legal written demands for 2021 and 2022 financials and JFGP is not cooperating and

has not provided those documents yet which is required by the JDA. Because of this he is in violation of the

JDA. This is what they will be talking about on Tuesday, what is their legal recourse to begin enforcing this

JDA. It’s basic financial information of his business that he is required to produce and he is refusing to do.

JGFP is not conducting ethical business at all.

Councilmember Ely stated its simple business, the Tribe wants what money is owed. Mr. Eldridge said

there will be some movement starting with the meeting on Tuesday moving forward to make sure they do

it the right way.

Councilmember Della John asked if they have the original documents when they go to these meetings or if

they have copies. Mr. Eldridge confirmed with Ms. Darrough that the attorney has the originals.

Councilmember Della John asked in regards to the deed, how do they know if he gets a private loan on that

property and then forecloses, how does NUMU Inc. know if one is impending or if they could possibly lose

the property. Mr. Eldridge said he didn’t have an answer but will get one. Councilmember Brady said she

asked that question to Mr. Ray-Bear and the response was he could and they wouldn't know it. Mr. Eldridge

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said they will be more informed after Tuesday’s meeting with Mr. Ray-Bear and they will update the board

and will figure out the best way to communicate to Council with how and what the next steps they will take

to begin to resolve this issue. Ms. Harry continued that from a legal perspective, both attorneys, the Tribes

and NUMU Inc.’s are on the case and have been for some time. The Tribe has the same information from the

Tribe’s attorney. They are collaborating on the joint issues, it’s being actively addressed by both legal

counsels.

Councilmember Ely stated he thinks it’s being actively addressed because the Council stepped in and asked

their attorney to look into it. Other than that, he doesn’t think it was going to be addressed but it is now

being actively addressed because Council stepped in and said they wanted answers and wanted to know

where they were going with it. That was about two or three months ago. Councilmember Della James said

she made the motion.

Councilmember Gonzales said the collaboration has been better with NUMU Inc.,, than it has been in the

past. A lot of information and meeting expectations are different from this Council than the last.

Councilmember Della John asked from the board’s perspective, what is their mission as NUMU Inc. board?

Mr. Shaw said they work for Council and they do what they want them to do. Councilmember Della John

said she is new and doesn’t know how it works. There has got to be separation, if they were to participate,

they would be piercing the corporate veil on them. She needs to understand how it works. Are they going to

be stuck with the debt because they used the people’s money? What do they give back in return? What's the

goal? If they spent a $1, then they should get back $1.01, what is their return on investment? She would like

to know so she can respond to somebody who asks her what happened. The audit shows expenditures, it

doesn’t document the money coming from trust going to your bank and how it was spent. How much is left?

She would of like to spend more time on it because they just got the information that day. There is a lot of

questions and it’s unacceptable.

Councilmember Gonzales said when she first came on Council, they talked about how minimal meetings for

meeting for both parties, both sides from Council and NUMU Inc. that they wanted to change, there needed

to be quarterly meetings, more interaction between each other.

Councilmember Brady said what is problematic is she told them on the first day she was on the board. She

asked for the financials, where are the documents? Even after four months after they had the public

meetings, she remembers Cory Hunt asking her what do you think they could do to improve for the PCC?

She said they need to educate the public but it never happened. Back in June she said they had to have the

biannual meeting for the Tribe but the board continually have set a pattern. It’s interesting that NUMU Inc.

says it’s whatever Council wants, the Tribal Liaison was telling NUMU Inc. what Council wants yet nothing

came of it, except for them to get upset with her and tried to kick her off the board many times. Instead of

solving the situation, she is not the problem, only the messenger. They need to follow the charter.

Chairman Phoenix said as the owner’s perspective, according to the charter, they can inspect anytime and

look at the books if they are not meeting the standards, they have a right to say what are you doing?

Because they are the owners, they can demand that. As Councilmember Brady said abide by the charter ad

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January 27, 2023, Special NUMU Inc. Owner's Meeting

us it as a guide. If they are doing the business venture with JGFP, that is their responsibility, as soon as they

saw the red flags they should have had a course of action. Instead of delaying and delaying and saying what

does Council want to do, they are the one’s responsible for it. That’s what he understood when reading the

by-laws and charter, that is NUMU Inc’s business. But as owner’s, they can’t tell them how to do it. But if

they see the obvious, they are going to raise their hands and ask what are they doing? Because that money

belongs to everybody here and everybody here needs to hear what happened. That’s why this meeting was

called in addition to being open and transparent.

Mr. Eldridge said they need to do a better job of increasing community outreach, not just talk about it but

have townhall meetings and opportunities for the community to ask questions of NUMU Inc., and for them

to share what they are working on with some of the exciting potentials out there. This will help with

communication, they will improve their communication with Tribal Council, NUMU Inc. has not done a

great job of that. They are committing they will improve that significantly, they will submit a monthly

written update to Council as well as get caught up on their minutes and those will be presented when they

have a new audit. When the audit is complete, that information will be submitted and will be done ina

timely manner. Agrees that twice a year isn’t enough and they would recommend quarterly updates to

come in front of Tribal Council and provide a presentation that would include financials and be available in

person to answer questions. There may be times they will need to speak to Council for a topic specific

workshop if not a quarterly update. They are committing to improve communication with Tribal Council.

They would like to begin exploring grant writing and funding opportunities for potential economic

development and he wants to be clear they will not sign anything, will not agree to anything, they are going

to gather the information and the opportunities available and bring forward for approval. In his short time

on the board, he has spoken with County, State and Federal and there is still a fair amount of money out

there available for Tribes for economic development. They will be there for the next few years with this

administration and so there is a sense of urgency on their part to follow up with the proper channels and

do the proper communication and make sure they get the proper approvals. They are going to start with

basic business principles and make sure they complete the 2021 and 2022 audits and stay on top of them

to ensure the 2023 audit is done on time. They have already engaged with Bluebird for the 2021 audit

which will take about six weeks and as soon as 2021 is done they will submit and 2022 will be right behind.

They will collaborate on the larger issues, it’s not how business should be done but they are going to work

with both the Tribe’s lawyers and NUMU Inc’s lawyer to bring it to resolution. It’s not a good situation right

now but they are going to work to fix it and that is where they are going to focus for the next six months.

Councilmember Dunn asked if they can expect them at the next Council meeting. Mr. Eldridge confirmed

that is the first Friday of the month and they will have a general update that will include financials. If there

is anything specific, Council just needs to let them know. He has committed doing monthly updates to the

board and once they are submitted and approved they will forward to Council. So, each month Council will

get a NUMU Inc. update.

Councilmember Della John asked if that was in accordance to their charter, don’t they have to comply with

what is in the charter? It says two meetings a year. The Section 17 has certain rules and they need to be

mindful of that an don’t cross those lines. Mr. Eldridge said his understanding of charter corporations is

that is the minimum. At a minimum they will meet with Council twice a year, if they exceed that, which is

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what they are recommending just to help with communication, he doesn’t think they are in violation of any

charter corporation. Brian Wadsworth clarified Councilmember John’s question that it should be a separate

meeting from the Council’s Regular Council meetings. In the charter it says Special meetings of the Pyramid

Lake Paiute Tribe as owner for any purpose or purposes unless otherwise prescribed by applicable law

may be called by the Pyramid Lake Paiute Tribal Council or majority of directors. He would recommend

having that as a separate meeting versus part of a regular Council meeting just to make the separation.

Councilmember Ely commented NUMU Inc. received $6 million of memberships money. The issue with

NUMU Inc and the Lodge has been going on two plus years ever since he has been on Council it’s been an

issue and they have asked and asked quite a few times via zoom with NUMU Inc. It is his feelings they are

just getting ignored. He knows NUMU Inc is educated, all of them are and it is just frustrating because he

feels NUMU Inc. is thumbing their noses at them. After two years or a year and a half, as Council, if they

knew about this, it becomes their fault if they don’t do something about it. They can’t tell the membership

it’s NUMU Inc., if Council knew about it for a year plus and didn’t do anything about it so it becomes

Council’s problem, Council's issue and they are to blame.

Councilmember Davis said she is still reading over the agreement since they just received the information

that night. It says in the agreement that when they got a new CPA firm, it says in the agreement that JGFP

has retained the services of John Rand, CPA which is the same CPA that NUMU Inc has. Nobody does that

but it’s stated in the agreement. It then talks about net profit loss and if it’s under x-amount of dollars or

over then NUMU Inc. gets 30-40%. She doesn’t see where anything was paid or is that going to be

forthcoming? She doesn’t see any kind of numbers that is following the agreement between NUMU Inc and

JGFP. It’s not being followed and she doesn’t see why they are dragging their feet, they need to move to the

next step. If they are in violation, then lets’ move on it.

Councilmember Brady added that it says in the agreement, if Mr. Greenberg makes over $300,000 then it’s

considered profit and its highly suggested there is a potential for under reporting. He has already shown,

based on Brian Wadsworth’s research under the State website under the ARPA funds, he received $44,000

never reported to NUMU Inc. and that is considered income, so it’s proved he under reports.

Councilmember Ely made a motion to move into Executive Session. Councilmember Dunn said an Executive

Session is not on the agenda. Councilmember Ely said if it’s not an Executive Session, then to do it in open

session. Councilmember Gonzales made a motion for adjournment.

Atilio Lara, in the audience said there has been a lot of closed sessions when it comes to NUMU Inc and

what they do. It’s frustrating to hear what has taken place so far and as some Councilmembers have said it’s

the tribal members money which was given to Council then to NUMU Inc to invest. They have said their

mission statement was to take the assets of the Tribe and protect it but from hearing everything it’s a

complete failure.

There was a question from the audience of when does NUMU Inc. have meetings?

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Pyramid Lake Paiute Tribal Council

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Mr. Shaw said they did have public meetings, they posted in the post office, Facebook and social media. At

first when Debra Harry was the Business Officer, she helped them form NUMU Inc. and when they met with

Council they said they didn’t want to meet with them at that time but for them to figure it out and come up

with ideas and best options, then bring to Council. After six months they met with Council and said they

looked at 78 different options and provided two that were at the top of the list. Option one was to invest in

business opportunities at the lake and Option two was looking into an industrial park or a technology

center. These were the two objectives. They never gave the recommendation to buy the Crosby Lodge but

told Council if that is what they wanted they would do that. Council told them to buy Crosby Lodge and

gave them the extra $4.2 million. They didn’t initially have meetings because the response from the public

was for them come back to them when they actually had something they were going to do. That was their

plan then COVID hit. They did have a Council sponsored meeting even though nobody attended. One thing

he wanted to address was they didn’t start having issues with JGFP until he realized that they were going to

get him out of there and cancel his 10-year agreement. He was planning on staying and he spent a lot of

money and time to get things going and ready. He was planning on 10 years to pay back and then when he

realized he is only going to have two or three years, they started having issues.

Councilmember Ely said the Tribe shouldn’t have to pay anything back to JGFP group. The Tribe gave the

JGFP group $4 million to purchase the property, he purchased it with the Tribe’s money and he has the title.

He didn’t use any of his own money to purchase the property, he used the Tribe’s money which was given

to NUMU Inc.

Mr. Shaw clarified that normally if they hired somebody to do this you would have to pay them. They didn’t

pay him a dime. The only thing they said was they would give him the opportunity to bring other

development options to them.

Councilmember Brady wanted to go back to the topic of the meetings. She asked several months ago why

aren’t the meetings public? And she was told it’s a corporate meeting. Mr. Shaw said there are board

meetings and there are public meetings. Ms. Harry said they have monthly meetings or board meetings and

they have a requirement for a five or 30-day notice depending on the type of meeting they are having. They

intend to have public meetings where they will bring their work to the community. It will be in a forum like

the Council meeting, they have the commitment and the responsibility to meet with the Council at the

minimum of twice a year to report fully all financials. What they really want is a strong communication and

a collaborative effort for going forward for the work that needs to be done. They are trying to clean up

some of the past things and the real work is ahead of them. She would answer the question about what is

your vision and what is the goal of NUMU Incorporated. It’s really a simple answer but not one that is easy

to achieve. The simple answer is to create income generating opportunities for the Tribe, not for NUMU Inc.

but for the Tribe. That is the simple answer but to make that happen is not easy. You can see from past

work within the past year and a half a lot of investment for looking at the detail of bringing like a commerce

center to the Tribe. It’s complicated work, it requires high level investigation, engineering and all the things

that go into making it a viable option. That has been freely exchanged with Tribal Council with workshops

to see if they want to go forward but they have never been given the green light. There was a lot of work

that went into that but now they are at an impasse on that possibility. Where are they going next? They are

looking at business opportunities where they can get the grants in and get the funding so they can bring

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Pyramid Lake Paiute Tribal Council

January 27, 2023, Special NUMU Inc. Owner's Meeting

these opportunities to the Tribe. That is their mandate. When it comes to the difficult questions they look to

Gary Shaw because he has been on the board the longest and nothing has been covered up. All the minutes

are public and the financials have been transmitted previously to Council.

Mervin Wright said he appreciates Gary Shaw hanging in there on the board because it is hard work but

equally, looking at the situation with the Lodge, his question was last year when Ms. Darrough was before

Council, was what happened? How did this happen? What were those steps that happened once the money

was put in the hands of NUMU Inc. and then it was given to JGFP? What happened at those initial stages,

because the agreement, as it was said that night, has no termination clause. And to protect the Tribes

interest, that’s the first thing you are looking for. That is the number one item you look for. This is the same

thing when they had to deal with the Marina. He ended having to deal with it, still dealing with it and then

in Chairman Burke’s term they ultimately had to evict because of non-compliance. It’s frustrating,

aggravating and embarrassing of why NUMU Inc. would enter an agreement with the same CPA firm, makes

no sense.

Karen Shaw, in the audience, said she had the same concerns as Mr. Wright. Even though Council has just

received this information, how long has NUMU Inc. been doing business. There is talk about moving

forward but they still need to hold people accountable. That is Council’s duty is to hold them accountable.

As a tribal member she would like to see that happen because there are too much excuses, then all of a

sudden here’s all the paperwork and the minutes.

Nicholas Cortez asked when they have meetings do they get a stipend? There is a resolution that states they

get $500 for in-person meetings and $250 for phone calls. Do they have to have backup documents for

submission? For tribal committee or board meetings they have to have minutes when submitting stipends.

Is there anything in place for their stipend requests? If they haven’t been paid yet for past meetings, that is

a lot of money for four people at one time. Is there anything in place, a process to keep you accountable for

the secretarial work for ensuring the minutes are done and completed in a timely manner. It’s concerning

to hear, knowing what resolutions are in place and what they are actually getting paid for a meeting. It’s

frustrating because it looks like they are handing out money without any clear indication that a meeting

took place or there is any transparency of the entire situation. He remembers in 2018, they dida

presentation and there was a website that was good for about a year but now there is nothing there. If you

try to look them up, the only thing that comes up is the Press Release for the Crosby Lodge. You can’t find

anything on NUMU Inc, who their board members are, their meeting minutes, even though they stated their

minutes are public. How do they know where their investments are going? He reads the tribal minutes and

resolutions because he wants to know what is going on. A lot of the resolutions are frustrating because

there are a lot of leases that come through the Tribe without a termination clause. NUMU Inc. is the

business organization or LLC and it’s frustrating not seeing anything.

Brian Wadsworth responded their minutes are not public, the Tribal Council is the owners and they are the

ones to authorize the release of any documents. To clarify other points, they have several times provided

the financial statements to the Tribal Council, through several administrations. He came in 2021 and stood

before Council answering questions and provided the financial statements, whether they made it into

Tribal Council’s hands he is not sure. They also provided other documents to Council at their requests. He

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Pyramid Lake Paiute Tribal Council

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remembers Mr. Darrough came to him over the summer because Council had asked for all the financial

statements again and those were provided. In regards to meetings, they do meet monthly via a phone

conference call. They do have an agenda that is sent out. They are not just meeting to meet in regards to

stipends, it has to be either a regular or special meeting with an agenda and they have had several

conference calls where it’s a workshop with no agenda where they have not been paid because it was not

an official meeting, more of a discussion or to get caught up with legal with their attorney. They haven't had

an in-person meeting since pre-COVID.

Councilmember Gonzales said the same question came up with the different boards because there are some

that were told they can submit agendas, some submit drafts and some have to submit approved minutes. It

needs to be cleared up here because there is no real answer on what they are supposed to be submitting.

Mr. Cortez said general policy for a lot of smaller committees is to have their minutes before they can get

paid. Councilmember Gonzales further stated whether it was a draft or if that was something with the last

Comptroller, there were no rules in place so there has been confusion with the different committees and

board on the issue. Mr. Cortez said it’s a Comptroller discretion but with their committee and other

committees they have to have the draft before they can submit for stipends. Councilmember Gonzales

continued she isn’t fond of executive sessions either, where is the transparency? There are things that are

said in executive session that is not relayed to the organizations, departments or personnel and unless it’s

legal, discussions with the attorneys or personnel issues then it could be disclosed to the membership. She

was present when NUMU Inc came before Council because they wanted to have a public meeting to discuss

a development for a question and answer session but it was denied. If they want to propose something they

need to have everyone at the table. With the websites, they need to be updated so the membership can have

updated information. She has seen it with the Tribe, they have found 10-year leases that needed to be

renewed, she doesn’t like losing money and the membership doesn’t like to see money being misused. She

has seen in the past where the Tribe gave people loans that were never paid back by the membership. Need

to hold people accountable. How are they going to fix this going forward and creating economic

development for the people? Currently the Tribe has an Economic Development Committee, and she

doesn’t know why everything is so disconnected between them and NUMU Inc., they are all here to make

money for the Tribe and membership.

Councilmember Dunn asked when can they expect a public meeting with the Tribe and community

members?

Mr. Shaw said they need to get on board with Tribal Council before they can do a presentation to the

community. They need to agree with what they are doing going forward, what is their strategic plan going

forward because currently they don’t know what to tell the community. They were going down one path

with the commerce center but it sounds like the Council is not on board with that. They haven’t been

pursuing that but putting all their attention in getting this issue resolved. They have spent a lot of money

trying to get the commerce center going, could have had it done, had buildings up and could have had tax

money coming in but that was cancelled.

Chairman Phoenix reminded everyone that they can go around and around and everyone has asked

questions.

Pyramid Lake Paiute Tribal Council

January 27, 2023, Special NUMU Inc. Owner's Meeting

Councilmember Brady said in regards to Mr. Cortez’s questions she asked the same thing recently and was

told in regards to the minutes, they are recorded and then it’s passed on to Nick Adamo he verifies it and

then stipends are done. Is that correct?

Ms. Darrough stated that yes that is correct, it’s an electronic record of each meeting and every individual

board member’s time is entered when they enter and exit and the entire meeting and that is the record, the

official record that will go to Nick Adamo, MunCPA.

Councilmember Brady said she disagreed with that when other committees have to submit their draft. With

the website that was task to Ms. Darrough back in 2021. In responding to Mr. Lara, the reason she goes into

closed session is when she anticipates there is going to be fighting, she doesn’t like to give the public fodder

that there is discord. They need to be on the same page in their thinking, a consensus and that is why she

asks for closed session. That is the only reason and not to hide anything but basically to hash things out and

go forward. Not sure if he is on Facebook, but sometimes they see misinformation being given out from

people who attended the meetings and that needs to be addressed. Something that is coming down the pipe

is the JGFP conflict of interest across the board and they need to get it handled. There are things that are

questionable and need to be addressed.

Vice Chairman Wadsworth reiterated since they did just get the information that night and he spent a great

deal of the meeting going through it, listening and going through the past minutes that they had and it

makes it difficult because NUMU Inc. is there to bring financial opportunity to the Tribe, however, they

were also tasked with bringing this property and it’s sad with the squatting that took place that they have

to buy back their own land. In this case it’s created infighting with members because in his opinion this

purchase, attempted purchase of the Lodge is an absolute failure. They have asked multiple times, what can

they do to resolve this? Going back to last year, maybe even the year before 2021, NUMU Inc. said they

were working on getting it conveyed, it hasn’t yet and that is where Council stepped in and it’s created a lot

more infighting. Again, where do they go from here? It’s been asked by this Council multiple times because

of the failure of trying to get this conveyed over and the whole purpose of this Resolution No.: PL 044-19,

the last FINALLY RESOLVED states, “NUMU Inc. should take necessary steps to utilize these funds to

purchase the specific real estate on behalf of the Pyramid Lake Paiute Tribe”, which still hasn’t been done to

this date. He finds it hard, in his opinion, to NUMU Inc., how can they trust them going forward? That is the

question when they couldn’t even get this done. They don’t have to answer if they don’t feel comfortable

but it is something to think about. How can they, Tribal Council trust them going forward?

Chairman Phoenix said they have gone around and round and asked for a motion for adjournment.

Councilmember Ely disagreed, said they are not done yet.

Councilmember Davis asked since they are having a follow-up with their attorney on Tuesday, January 31°,

she would like to have a follow-up on this so they know where they are and what Mr. Greenberg's plan is

and where they are going. Do they need Council to back them? What is going to happen?

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Pyramid Lake Paiute Tribal Council

January 27, 2023, Special NUMU Inc. Owner’s Meeting

Ms. Harry said the two attorneys are constantly in contact and they should be working together on what's

the strategy.

Mr. Shaw mentioned that Ms. Thomas, the Tribe’s attorney is the lead attorney and their attorney is

supporting her.

Councilmember Ely commented he thinks the Tribe’s attorney is taking it over. He reiterated that they need

to be held accountable and Council needs to act and remove the board and start over. They have heard from

them for two years with promises.

Chairman Phoenix said that is something they want to consider down the road but they need to stick to the

agenda which is what they asked them to do.

Councilmember Davis said they have to remember, in their charter they are meeting tonight as the owner

and they need to separate themselves from the owner and Tribal Council as identified in the charter.

Councilmember Gonzales commented they have to consider that some of the information was received but

wasn’t relayed to Council, what happened? They have been at a standstill on some of the economic

development they have been proposing for over eight years, and the new Council that came on board in

2022 hasn’t even seen or heard any of the information because it’s been at a standstill. They were making

progress but then it stopped.

Councilmember Dunn stated it is concerning that the Tribe’s attorney is taking over NUMU Inc.'s own

business and not handling it with Mr. Ray-Bear. It sounds like they are waiting on Council and that is not

what they want. They are supposed to be the ones taking charge, taking initiative, bringing the economic

development to them.

Councilmember Brady reminded everyone under Article 10, Board of Directors, #2 it says anyone or more

of the directors may be removed with or without cause at any time by the Pyramid Lake Paiute Tribe as

owner of the corporation.

Ms. Harry clarified that everything is accounted for, every single dollar is accounted for in the financial

statements audited that they have provided. There is no mystery about the money, nothing is gone,

nothings have been mismanaged, everything is accounted for. There is a mischaracterization.

Councilmember Brady asked where is the title, it’s the key part and the title is tied to the funding?

Councilmember Ely commented they are all to blame because they on Council know the issues, they haven't

been taken care of and now it’s on Council.

Mr. Wright, he agrees with Councilmember Ely, when they talk about Pyramid Lake Paiute Tribe, if you

mention Pyramid Lake Paiute Tribe throughout the State of Nevada, you get attention. People are going to

want to know what is going on? And he is embarrassed about this particular transaction. It’s a difficult

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decision Council is facing and it’s like they are in a tailspin. They are stuck in this agreement and with the

attorneys meeting on Tuesday, they don’t know what they are going to talk about or what will be agreed to.

As it was said earlier, they are to have to pay to buy themselves out and to pay this individual when they

already put in $4.2 million already.

Councilmember Guerrero commented he doesn’t agree with the R&Es or statements. There are two issues:

First is the $2 million that was given to NUMU Inc., what happened to the agreement with the Tribe and

Crosby Lodge? Where is it and the conveyance? The $4.2 million, WRAP paid for the majority of it, 35-40%

of it and that was conveyed over. The issue is with NUMU Inc.'s agreement with the Tribe and the joint

venture, wasn’t the conveyance supposed to go to the Tribe within one year? Where did those agreements

go? On May 8, 2020, when it was presented to the Tribe or Chairman, where are they? Nobody knows, he

has requested them. NUMU Inc. came to the Tribe and said this is your option to buy Crosby Lodge, they

have a third buyer, they give him the money, Council approved it and now where is the conveyance?

Mr. Shaw said one of the three properties that was conveyed, there are two that are outstanding. To remind

Council, the Joint Development Agreement (JDA), NUMU Inc. could not agree to it without Council’s

approval. On the agreement, it was brought to Council by Brian Wadsworth in November 2019 and it was

unanimous by Council, to approve the 10-year agreement and they are stuck with it. Of course, when you

change a business contract in the middle of it there will be issues. They can’t just unilaterally cancel a

business agreement after it’s been made so now they are fighting with them because they are cancelling the

10-year agreement.

Councilmember Guerrero said they haven't followed the terms and handed the conveyance over to the

Tribe. Mr. Shaw said their lawyer is saying the Tribe is not following the terms because they are breaking it

before the 10-years and that is why they are not following their part. It’s complicated. The properties 7 &

11 are still pending, they did convey one property.

Ms. Darrough said the conveyance is what is currently being worked on by Ms. Thomas and Mr. Ray-Bear to

facilitate. She believes it was a directive by Council that their attorney is assisting Ms. Thomas and she

reaches out to Mr. Ray-Bear when she needs additional support or historical documents or information.

They are not working together on any type of resolution to the JDA, that is NUMU Inc.’s responsibility. In

the beginning when the agreement came before Council, it was unanimous, there were two different plans

presented to the Council and they did meet with JFGP, they saw the entire design and business plan for

three different potential small developments in the Sutcliffe/lake area. That was Justin Greenberg's (JGFP)

end goals. He wanted to work with the Tribe, he wanted to develop the fishery and to work with the

fisheries and to develop a recreational area with the fish and the wildlife, that was his optimistic outlook

coming in. Then there was a change in Council, change in personalities, different priorities and different

beliefs about what type of development was ok and what was off limits. Then Council changed again and

again to where they are now. Ina discussion she had with Mr. Ray-Bear last year they went to the board

and said they are at a point where this is a no-go, Mr. Greenberg is not complying, and has not complied

within the past year. One of the priorities with Mr. Ray-Bear was to work as hard as possible to resolve

before getting into litigation because it’s now at a whole different level of expense. When they did receive

the official directive from Tribal Council to begin working towards the conveyance, it sat because there was

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Pyramid Lake Paiute Tribal Council

January 27, 2023, Special NUMU Inc. Owner's Meeting

no directive from Council to NUMU Inc. that said they wanted it conveyed now. They conveyed the first

parcel. When they received the directive, it went directly to Mr. Ray-Bear from the board, after meeting

with Council and they began to work on the land conveyance which was a large portion of 2022. When they

completed the audit, a lot of the tracking data documents was the title, the title of sale, the deed for the first

parcel because of the change in administration and staffing here and the Tribe, it sat and it wasn’t until

Bluebird who was working on the Tribe’s audit asked for a document. Because the historical knowledge

had not been passed from Comptroller to Comptroller or Chairperson to Chairperson, it also sat. It is

documented that process was completed mid-year but there is a lot of portions where the lack of

communication and the ability for them to come forward had limitations on Council and being able to meet

slowed progress. They were not able to collaborate, cooperate and not hear from Council. On the

presentations they are providing, some of the tasks that were set by the previous Chairperson, there was an

agreement, on completion they would get a workshop to discuss the actual plan that NUMU Inc. put a lot of

work and effort into for the green commerce center. They were never able to get to that and still have yet to

meet with Council on updates and possible funding, they have been passed by three solid granting

opportunities that were millions of dollars where the granting organizations came to them and said they

would love to fund them. This is what economic development is designed to do to enhance community

infrastructure, enhance water systems, sanitation systems and sewer systems. The work the board has

done is good work and she is proud of the work and effort they put into developing that project because it

is a project they did after market studies and working with the University of Nevada, College of Business.

That was the primary focus of the board, not the Pyramid Lake Lodge because the Chairperson wasn’t sure

they could take on the capacity of the management of the Lodge plus the C-stores already existing wasn’t

there. Basically, it was on hold for them to take it over and they never received direction from the Tribe. Is

it going back to the Tribe? The Pyramid Lake Lodge is not just the lodge business, it’s the storage facility,

the fishing storage, the boat storage, the mobile home park, and the daily RV parks. They need direction

from Council to help clarify numerous directions moving forward and conduct business.

Mr. Wright recalled his experience when Thomas Bubella sued him as the Tribal Chairman, he was named

in a $10 million lawsuit. The Tribe’s insurance company took it and they ended up in 10-months of

mediation because the judge wanted to work it out before going to federal court. Mr. Bubella went through

three law firms over those 10 months and the Tribe stayed with the same attorney. He hopes the Chairman

will be in the meeting on Tuesday, as the Tribe’s owner, he is the responsible official. Hope they take the

position that it was the Tribe’s money in the beginning.

Councilmember Brady said it goes back to Ms. Darrough because she was the one with the institutional

knowledge. It was why she was put in that position, going from the project director to the executive project

director, she was supposed to know where all the documents were that she was trying to locate. That's

what she reported to NUMU Inc. and she was right alongside of Drew Rice when it was occurring and again

there is conflict of interests.

Councilmember Ely responded to Ms. Darrough’s comment where she was waiting for direction. About a

year ago, Council gave them a directive to stop moving forward with the PCC and get the Pyramid Lodge

conveyed. When it gets conveyed and back to the Tribe then they will move forward. That was a directive,

so don’t say they are waiting for a directive from Council. Number one was to convey the property back to

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January 27, 2023, Special NUMU Inc. Owner’s Meeting

the Tribe and it was a clear directive to NUMU Inc. They were not going to meet or move forward until that

was done. And it still isn’t done and that is why they are going in circles.

Ms. Darrough, in response said she has been with NUMU Inc. from the beginning since 2017. She was first

appointed as the ex officio director to the NUMU Inc. Board of Directors and served until her term was

completed. At the end of her term, she ended it because her Council term ended. She became a director for

a short amount of time, volunteered a lot of hours and then was contracted as staff. The insinuation made

by Councilmember Brady has been made very clearly in several other meetings at which point she has

disputed this conflict of interest which has never been fully divulged or directly stated and she doesn’t

know what it is. Any alliances or any type of insinuation that she was in league with Mr. Rice or knew things

that nobody else knew is false. There is documentation to that effect. She is a part of the reason that Mr.

Rice was terminated because he was a toxic individual. She apologized for being emotional. It was a difficult

time to continue to move forward and work with somebody who is that unprofessional. She made reports

to the board of directors and eventually he was terminated. It was in the best interest of the Tribe. He was

intelligent and had a long resume but he was no longer functioning at his best for NUMU Inc. She is open

with the board and will be open with the community, she is transparent. The other conflict of interest is

where she lives because there is no housing on the reservation. That was one of the reasons why NUMU Inc.

was formed was to bring housing for this reservation and not just if you were below income. She has been

above income for housing forever, she doesn’t have reservation housing, she doesn’t qualify for reservation

housing. She lives in the trailer park, (the trailer park Ms. Darrough is referencing is the former Crosby

Lodge property that the JGFP group holds title to), she is not proud of it but it is close to home. It has

nothing to do with her work, it doesn’t impact the decisions she makes or the recommendations she brings

to the floor. Her hope is that eventually they will have good collaboration and good communication with

the Tribal Council. That they will have a land plan approved, an assignment approved, a project approved

and NUMU Inc. can get to work for the Tribe. If she is a part of it fine, if not, she still hopes it happens

because the Tribe and community needs more. They lost millions because they did not move forward on

making the decision to say yes to this development or to deciding to explore a preliminary engineering

report or give them permission to work with the Water Team to ensure there is actual water to provide for

this level of a project. If there wasn’t, then NUMU Inc. wouldn't have moved forward with it but they were

never able to get to that point. Honestly, she felt they hit walls, the non-communication, the requesting

meetings and trying to come before Council. She has done her part in trying to reach out on behalf of the

board and there are so many plans now that they have a CEO on board. The website was taken out because

it became outdated because people were no longer on the board and it’s not a good appearance to have an

old outdated website. She has full intention that once they have a CEO she can take the task back along with

the community meetings. They helped with small business youth entrepreneurial trainings last year and

those are going to continue now that COVID is gone. In summary, there is no conflict of interest, there is

legally no conflict of interest. She will get an attorney’s opinion if that is necessary but the fact it keeps

coming as an insinuation, never directly approached and always comes as a side comment. Professionalism

means, if she is not doing her job, they can reprimand her, follow the process but don’t attack her as a bad

person.

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January 27, 2023, Special NUMU Inc. Owner’s Meeting

Chairman Phoenix said everyone has had their chance to respond and they have gone around and around

and they are going to conclude the meeting. NUMU Inc. gave them what they asked for which was the

purpose of the meeting.

ADJOURNMENT

With no further business before the Tribal Council, Councilmember Dunn made a motion to adjourn the

meeting. The motion was seconded by Councilmember Gonzales. Votes taken were seven (7) for, one (1)

opposed (Ely) with zero (0) abstentions. motion carried.

The meeting adjourned at 7:17 p.m.

Submitted by,

Pindar -

Brenda A. Henry

Tribal Council Secretary

CERTIFICATION

The foregoing minutes were adopted by the Pyramid Lake Tribal Council, governing body of the Pyramid

Lake Paiute Tribe, at a meeting duly held on the 21% day of April 2023, having nine (9) members present,

constituting a quorum, by the vote of eight (8) FOR and zero (0) OPPOSED, with zero (0) ABSTENTIONS.

Minutes attested and concurred by:

va

james ¥. Phoehix, Tribal Chairman

Pyramid Lake Paiute Tribal Council

//

//

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