18 April 2006 Stephen J. MayDirect Line: 709-570-55iagDirect Fax; 709"570-5748

E+nail; smay@patterso nPalmer.Gs

VIA FACSIMILE:

Mr. Brendan SheppardFederation of Nevrrfoundland IndiansP.O, Box 956Mairr Street, GIEIC Bldg.Corner Brook, NIL A2H 6J3

Re: Landles:r l3and - Aggreement irt Principle ._ Leadership $election

You have askerd that I review the leadership seleclion process to determine whetheralternatives to the currentl,/ proposed Electoral Ward system may exist th,at would beconsistent with tire Governnrent of Canada's requirement fur an elerctoral process thatprovides for inclr.rsiveness and equality of representation in the proposed Landless Band.

While Government is satisfirrri to allow us to develop a leadership selerltion prrcess, it hasinsisted that it rneet two bars;ic conditions, each being consistent with the rights providedunder the Cana,di'an Chafter of Rights and Frcedoms, They are that that all rnembers 1Byears of age and over have tl're oppoftunity to participate in the voting proce$s and that eachmember receives equal fepr€,gsnf€rtion in the Band Council. While not ia requirement of theGovernment of Canada, yo"t also will recall that discussions regarding the ultimate size ofthe Band Council. lt was 1'e'lt that a Band Council of more than a drlzen people for thenumber of people to be represented would make the decision-making promss for theproposed Band potentially u rwieldy,

Working within these parilmeters, the Electoral Ward systern, essentiall,r based onresidence of the l-andless []and members, was one means that was identifierj to addressthese conditionsi. The systerrn provide for the elec'tion of a Chief, two regionalVice-Chiefs,and nine Councillors, each n=presenting an ElectoralWard, Other options inclucle:

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Another option tlras to bas;er Qeuncil representation on the nine cunent balrds who aremembers of the Federation of Newfoundland Indians ("FN[") with non-Fll membersreceiving another seat on the Council. While ensuring incluslveness, it would rrot, however,ensurc equality of representation as the nature of the representation would bel based on aperson's pre-LernrJlese Banrl affiliation with the FNl. This conceivably ,tould ffean that twoMi'kmaq, living rrext door to each other all their lives, would have to vote for different

18 *pril ,2006

5,.

A systenr involving a Ohief, two Vice-Chiefs and nine Councillors with thrr Councillors

neing ebcted "at-large" with each rnember having the oppoflunity t0 vote for a

maximurn of nine Criuncillors, This proposal is the most cost+ffective but would

potentially Ceny somt: Band members a "local" representative where candidates from

more populous areas rnay acquire an advantage tn r:lections;

A systenn involving regional representation in which there would be two or three

regions esr;ablished v'rith each region receiving a Vi';e-Chief and ar eQUrtl number of

regional Councillors with each member having the opportunity to vote for the Vice-Chief anrj tlouncillor fcrr the region in which he/she lives or, if livirrg outsicle orre of the

respectiv'e regions, the region in which heishe last lived. This proposerl also wouldpotentialy deny somr: Band members a ''local" reprr:serrtative whrere candidates from

rnore populous arcas tlf the Band may acquire an arlvantage in elections;

A systent involving a Chief, regionalMce-Chiefs and Council representation in which

Councilloru; represented members based on llhe pre-Confederatii)n Mi'kmaqcommunity, in which they had lived or from which thr-sV were descended, This systempotentiatiy could incre:ase the number of Councillors depending on the nLrmber of pre-Confederation Mi'knretq commurrities, would be nrore expensive to admirrister aspeople 'would have to be sent ballots based on their connection to a pre-Confederation Mi'kmaq community, and also detract from "loca,l '' reprersentation asCouncilkrrs would represent people based on historical connections to cornmunitiesrather thrarr based on current g6ppgr:tiofisi

A system based crn mernbers voting for a Cfhief, regional Vice-Chiefs, andCouncilloru within districts based on federal riding brrundaries orsome combination ofprovincierl riding bourrclaries, This is a variation of the electoral ward sys'em currentlyproposerJ but potentially would creerte even more pfonounced imbalancr* in Councilrepresente,tion than the current prooosal witlr certain districts having a rnuch greaterpopulation than others but only one representative;A systenr based on rtemberc voting for a Chief, regional Vice-C;hiefs, $ome numberof "atJarg,e" Councilltlrs and some number of Councillors represenling electoralwards. This involves a mixture of some of the s'lstems discussed akrove but cancreate confusion arnongst the electorate to who is running for what Courcil position,

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Landless Band Councillors based solely on whether they had been afftliated with the FNl.This would crearte a system that would lump non-FNl members into one category for votingpurposes regardless of where they lived; e.g. St. Alban's or Burgeo or any one of thecommunities in which a FNI Band is active. Any legalchallenge based on an allegation thatthere is an inec;uality of reprcsentation created by a Mi'kmaq pre-Landless Band affiliationmight succeed,

I trust that this it; satisfac;tor1'. $hould you require anything fudher, ptease do not hesitate tocohtact rne,

Yours truly,

Pnrensoru Pllmsn

SJMay02814 qE $hFp€.d 5

N OV,q S(:Of!q ' NEW ONI,NSVVICK . NEWF()(TNDLAND ^NN

LASMI,OR r PRINCE EDWART, ISLAND

Draft 29 May 20C6 Cortfidential - Withcmt Preliudics - For Negrtiations I'urposes

chapter 9 c,onditiorrs: )-i.tigation settlennent, Releases and Indemnitv

9' 1 Upon rrmification of this Agreement-in-Principle by both Parties, the parties afld theindivid'uai Plsintrfrs in the Federal Court Action No. T-i29-89 sirall jointll, seek from thecourt I o)nseflt ordtr dismissing the action without r;o$ts. The temns of the draft consentorde'r shaill contain a provision that it take effect on tre date of the issuancr: oI'theRecognLition Orde,r.

kt the evernt the Reulgtition Order is not issued within thirty months of cenada,sratifioation of the AlFeement in Principle, the Plaintiffs shail thererfter haye lsrr* t,apply to the court to seek directions to proceed with the claim,

This A15e;ement-in-I'rinciple shall be of no force or effect if the Federal C'urt;does notgrant the proposed cr)llseflt order dismissing the acticrn without costs.

9.2 This Al5er,tnont-1n-I,rinciple shall be of no force or erffect unless all the plaintifFs in theFederal court action 1l-129'89 exeflrte a fulI and finai release in tho tsflns of ,Arurex G tothis Ag:e*rnent-in^Pri:nci.ple. The executed fulI arul final release shall be o:[no force oreffect i{'ttre Federal (l'rurt does not [trant the proposecl con$ent ordtr dismir}sing the actionwithout costs,

9'3 Any aplllicant in the_g:nrolment procrrss shail complcle and sign the Appricrrtiou Formappend$d as Annex Il to this Agreen:rent-in-Principle, which includles a fulj an.d finalrelease jin favour of (lu:ada with respect to any proceedings againsl; Canad4 or,any of itsoffioers', servants, efi$'loyees or agerrts, seekingiecolSrition as an Indian ur:der the Ind,ianAct or danrages as a tesult of the failure by Canada, its officers, r*.*untt, ernployees oragents, flt fflf time, to provide to the applicant benef,ts comparable to thos() alailable toIndians.

Ithe applicant nrust opt out of any class aotionl

Any atrry'li13ant not siening the Application Form, including the full and final release, willnot haver his or her a1'plication processed. In the evenit thart the Rec,rgnition oraer is notiszued or that the applioant is deded the right to have his name addei to ttu, FoundingMembers ilist, the exeouted reiease shall be of no fbrr:e or effect,

9'4 Withh thirrty (30) dap of the Recogrrition Order, the'batrd council of the N,rutbundlandMi'htnaq lland shall;lign an indEmnification form providing in substance, for thefollowing:

(*) The Newftrrndland Mi'knraq Band shall i:rdemnifo and forwer sa!,e harrflless

Drsft 29 May 2006

(b)

(c)

Coufidential - Without Prqiudice - For Negotiations Purposes

Canadf,., its ciffisers, sewants, unptoyees ot agffits, from ali darnages, @$t$,

lo,Eses, or liatbilities that Canada" its officers, servant$, ernployees or ageots may$uffef or iffiilr iu connection wittr or as a resu.lt of any suits, actiorrs, causes ofa<ition, claimrs, proceedings, or demands initiated or made after the RecognitionOrder by a uremb€r or any per$on having been at any time a member of theNewfoundland Mi'kmaq Band relating or arisrng from the faiiure by Canad4 itso1fficers, sen'artts, eurployees or agents, at any time, to recognize the applicant asan Indian fol the purposes of the Indiart Act and to provide him beflefitsurmparable r:o those availsble to Indians.

The cosb r.eibrred to in seotion (a) do not include fcee and disbursements oflawyers and other prof.essional advisors.

canada shall vigorously defend any suit, action, claim, dernanct or proceedingrerferred to irr section (a) and shall not compromis€ or sdtte any suit, action, claim,demand or proceeding without the oonsent of the Newfoundland Mi'kmaq Band,which conseilt will not be unreasonably withheld or delayed.

DMFT 29 MAl' 2I)06 CONFIDENTIAI- - S'ITHOUT PREIUDICE " F]R NECOTIATION PURPOSE$

FUI.L. AND FINAL RELEASE (APPLIC,qTION FORM)

In this Releerser:

"Releas€es" ff eans Her m ajesty the Queerr in Right of Canacla and any of her otf icials, srervartts,employees, agents, succes$ors and assigns.

"Beleasor" rneans the applirlant, on behalf of the applicant and his descendants, hoirl, lElgalrepresentatives, sucoessorsr and assigns.

"Action" meilnB the action lerunohed against Her Majesty the Queen in Right of Canarla by theFederation oi ltlewfoundlarrj Indians, Calvirr White, Clifton Gaudon, Lawrence Jeddo'e, CaivirrFrartcis, Wilson Samms, lrlerrie Sparkes, bearing the courl flle number T-129-gg in thr: TrialDlvision of the FBderal Cour1,

In fiis Fleletrs*r initially caSril,alized terms nol deflned in this Helease have the meanirrgs set out inthe Agreemrsnt-in-Frinciple, includirrg its Annexes. WordE imprq6lng the singular numlier irrcludethe plulal and vice versa,,/vords importing any gender includer all genders and words importingpersons inclucle individual's, partnerships, associations, trusts, unihcorporated organi.zations,

-corporations and governmerrtal authorities. The term "lncludlng" means "inctudin[ wilhotrt limitingthe generalily ol the foregoing".

THIS RELE'{SiE WlTNESiiliS that in considetation of the right of the Beteasor to be enrotled as aFounding Mentber in the l'levrrfoundland Ml'kmaq Band, to b-e registered aE an lrrdian on theIndian Begitlter and other.good and valuable consideration, the ieceipt and sufficiency of whichare hereby acl(nowledged i

1. Direct Flelease

a, The Feleasor f ulll'and forever releases, acquits and discharges each of the Releaseesfrom einy and all ections, csuses of action, liabilities, rjlaims ahd demands, wlretsoever sfevery nature or kitt<l for darnages, r:ontribution, indemnity, costs, exp€nses and interestwhit:h the Releasor ever had, now has or may hereafter have in any way rele,ting to orarisinll from the fe.ilure at any time by any of the Heleasees to recognize the Beleasor asan Indian and pro'ride hirn with banefits comparable to those available to lndiansi underfedereillegislation federel programs or as a result of any federal tinancial contribrutiorl toprovincial progranl$ cfesigned to benefit Indians, whether such clalms were nrade orcoutd have been rniade in any prociredlng including the Action.b' fhe Releasor agr()$s that the said ,ionsidaration is in full and final settlemont andsatittferction ol any eLnd allsuch claims now and in the future.

2, CessatlDn of Litigatlon

a. The Releasor hen:try consantg to the di$missal without costs of any claim or proceedirrgof any ltind, inoluding the Acilon, made direcily or indirecfly againsiany Relerlsee that inany wriy relates tc, or arises from tl^e feilure at eny tinle by any of the ReleaErles torecogrrize the Rehrasor ss an Indian and/or provide him with benefits comparable tothosi€ avallable to Indians under lederal leglslatiorr, ferdgpsl programs or ae a result of anyfederral financlal crrrrlribution to prorrincial flrograms designed to benefit Indiarrs,

DMFT 29 MAl'2(106 CONFIDENTIAI, - WITHOUT PREJUDICE . FI]R }{EGOTIATION PURPOSES

b- The Rrrreasor undrlrtakes net ro nolv or at any time hrrreafter:

i. commBnce:ii. assist in;iii. acqulesco in:iv. tal<er arry benefit from; orv. unless with the ooncerned Feleasee,$ consent, permltthe Rerleasois

name to be used in

any 'llairn or procea<itng of any kind, lfrfl.ffiffi,AfrS#H$HHimffi, direcuy or indirectyagains:.any Releatiee or e-ny other perion inlnv wav reiaiiiiii'ib or ariiing iro,t' tt* faitureat any tirfle by any of the Fleleasees to recogniz-e ttre lleleasor as an Indian ard providehlm rrith benefits crrrparabre to those avaidbre to rndians.

3. Complete lBar

The. Beieasof Egl€as that tiris Helease is a com.plete defenoe;fo any claim or proceeding of anykind brought pt lhe Releasor -directly or indirectly againsrJnv t{Jleasee in any way relaring to orarising from ffier failure at arry time by any of the Heleasees to recognize the Fleleasor as anIn-dian and pror,'ide him witfr trenefltscomparable to those availabte to Indlans and this Fteleasewlll forever bra tt complete t,il to the commoncement or prosec;ution of any such olaim orproceeding, ilhrl the B€.leat;c'r does hereby c;onsent to the disruissal witholt costs of any suonfuture olaim or proceeding,

THE HELEAIICTH HEREBY AcKNowLEDGEs that this Release is rnade with a denialof tiabillyby the Beleale,ls and rrothing in lt nor any aotion ,iiny H;b;J; wilt be consrrued as; anadmisslon of liability by any Fieleasee.

THE BELEA:iC'R HEFIEHY DEOLAFES that the Releasor has had the opportuniry to ri6ekinclependent lellal advice with respect to lhe terms and effect crf this Release and ihe rindersignedfuliy understancls and accel)ts each and every term and condit on of this Flelease and lhat;thisRelease.is girrerr voluntarily f,rr the purpose <i maxinf a ruri an iiinat compromise and settt'mentof all claims anti other rratirlrs jn aly.way rerating-io i*ririi'g ir;;" the faiture at any time by anyof the Fleleasees to recogniar the B'eteaior as ai Indlan and"provide him with benefitscomparable trr those availalrl,r to lndians, whether such claim j wEre made or could ha,re h€€nrnade in any prcneeding inclurding the Action,

THls RELEATSET will be govorned by and conslrued in accordance with the laws of the province ofNewfoundlanrJ and Labridor and the laws of canaaa appti""ui* r-r.,"r*in.

lN vylrNESs wHEFEeF rhe undersigned has executed this Rerease.

DATED,

SIGNED, SEAL=D AND DELIVERED )in the presence of: )

Witness