EXHIBIT 3(ii)
AMENDED AND RESTATED BY-LAWS OF
CIRCUS CIRCUS ENTERPRISES, INC.
Effective November 30, 1996
(A Nevada Corporation)
ARTICLE I
Offices
SECTION 1.1. Principal Office. The principal office of the
corporation in the State of Nevada is 2880 Las Vegas Boulevard
South, Las Vegas, Clark County, Nevada 89109.
SECTION 1.2. Other Offices. The corporation may also have
offices at such other places both within and without the State of
Nevada as the Board of Directors may from time to time determine or
the business of the corporation may require.
ARTICLE II
Meetings of Stockholders
SECTION 2.1. Place of Meeting. All meetings of stockholders
shall be held at such place, either within or without the State of
Nevada, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.
SECTION 2.2. Annual Meetings. The annual meeting of
stockholders shall be held at such date and time as shall be
designated from time to time by the Board of Directors and stated
in the notice of the meeting.
SECTION 2.3. Voting List. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting, either at
a place within the city where the meeting is to be held, which
place shall be specified in the notice, or if not so specified, at
the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is
present.
SECTION 2.4. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation of the
corporation, as amended (the Articles of Incorporation ), may be
called by the Chairman of the Board, the President or by the Board
of Directors or by written order of a majority of the directors and
shall be called by the Chairman of the Board, the President or the
Secretary at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote. Such request shall
state the purposes of the proposed meeting. The officers or
directors shall fix the time and any place, either within or
without the State of Nevada, as the place for holding such meeting.
SECTION 2.5. Notice of Meeting. Written notice of the
annual and each special meeting of stockholders, stating the date,
time, place and purpose or purposes thereof, shall be given to each
stockholder entitled to vote thereat, not less than 10 nor more
than 60 days before the meeting. The President, a Vice President,
the Secretary, an assistant Secretary or any other person
designated by the Board of Directors shall sign and deliver such
written notice. The written certificate of the individual signing
a notice of meeting, setting forth the substance of the notice or
having a copy thereof attached, the date the notice was mailed or
personally delivered to the stockholders and the addresses to which
the notice was mailed, shall be prima facie evidence of the manner
and fact of giving such notice.
SECTION 2.6. Quorum. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at any
meeting of stockholders for the transaction of business except when
stockholders are required to vote by class, in which event a
majority of the issued and outstanding shares of the appropriate
class shall be present in person or by proxy, and except as
otherwise provided by statute or by the Articles of Incorporation.
Notwithstanding any other provision of the Articles of
Incorporation or these by-laws, the holders of a majority of the
shares of capital stock entitled to vote thereat, present in person
or represented by proxy, whether or not a quorum is present, shall
have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be
present or represented. If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the
meeting. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might
have been transacted at the meeting as originally notified.
SECTION 2.7. Voting. When a quorum is present at any
meeting of the stockholders, the vote of the holders of a majority
of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the
statutes, of the Articles of Incorporation or of these by-laws, a
different vote is required, in which case such express provision
shall govern and control the decision of such question. Every
stockholder having the right to vote shall be entitled to vote in
person, or by proxy appointed by an instrument in writing
subscribed by such stockholder, and filed with the Secretary of the
corporation before, or at the time of, the meeting. Provided,
however, no such proxy shall be valid after the expiration of six
months from the date of its execution, unless coupled with an
interest, or unless the person executing it specifies therein the
length of time for which it is to continue in force, which in no
case shall exceed seven years from the date of its execution. If
such instrument shall designate two or more persons to act as
proxies, unless such instrument shall provide the contrary, a
majority of such persons present at any meeting at which their
powers thereunder are to be exercised shall have and may exercise
all the powers of voting or giving consents thereby conferred, or
if only one be present, then such powers may be exercised by that
one; or, if an even number attend and a majority do not agree on
any particular issue, each proxy so attending shall be entitled to
exercise such powers in respect of the same portion of the shares
as he is of the proxies representing such shares. Unless required
by statute or determined by the Chairman of the meeting to be
advisable, the vote on any question need not be by written ballot.
SECTION 2.8. Consent of Stockholders. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be
taken for or in connection with any corporate action by any
provision of the statutes, the meeting and vote of stockholders may
be dispensed with if all the stockholders who would have been
entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken; or if the
Articles of Incorporation authorize the action to be taken with the
written consent of the holders of less than all the stock who would
have been entitled to vote upon the action if a meeting were held,
then on the written consent of the stockholders having not less
than such percentage of the number of votes as may be authorized in
the Articles of Incorporation; provided that in no case shall the
written consent be by the holders of stock having less than the
minimum percentage of the vote required by statutes for the
proposed corporate action, and provided that prompt notice must be
given to all stockholders of the taking of corporate action without
a meeting and less than unanimous written consent.
SECTION 2.9. Voting of Stock of Certain Holders. Shares
standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agent or proxy as the by-laws of such
corporation may prescribe, or in the absence of such provision, as
the Board of Directors of such corporation may determine. Shares
standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person
or by proxy. Shares standing in the name of a guardian,
conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to vote
shares held in such fiduciary capacity without a transfer of such
shares into the name of such fiduciary. Shares standing in the
name of a receiver may be voted by such receiver. A stockholder
whose shares are pledged shall be entitled to vote such shares,
unless in the transfer by the pledgor on the books of the
corporation, he has expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may
represent the stock and vote thereon.
SECTION 2.10. Treasury Stock. The corporation shall not
vote, directly or indirectly, shares of its own stock owned by it;
and such shares shall not be counted in determining the total
number of outstanding shares.
SECTION 2.11. Fixing Record Date. The Board of Directors may
fix in advance a date, not exceeding 60 nor less than 10 days
preceding the date of any meeting of stockholders, or the date for
payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in
connection with obtaining a consent, as a record date for the
determination of the stockholders entitled to notice of, and to
vote at any such meeting and any adjournment thereof, or entitled
to receive payment of any such dividend or distribution, or to
receive any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital
stock, or to give such consent, and in such case such stockholders
and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of and to vote
at any such meeting and any adjournment thereof, or to receive
payment of such dividend or distribution, or to receive such
allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any
stock on the books of the corporation after any such record date
fixed as aforesaid.
ARTICLE III
Board of Directors
SECTION 3.1. Powers. The business and affairs of the
corporation shall be managed by its Board of Directors, which may
exercise all such powers of the corporation and do all such lawful
acts and things as are not by statute or by the Articles of
Incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
SECTION 3.2. Number, Election and Term. The directors shall
be elected at the annual meeting of stockholders, except as
provided in Section 3.3, and each director elected shall hold
office until his successor shall be elected and shall qualify. The
total number of directors, which shall be established from time to
time by resolution of the Board of Directors, shall not be fewer
than six (6) nor more than eleven (11). Directors need not be
residents of Nevada or stockholders of the corporation. Commencing
with the election of directors at the annual meeting of
stockholders in 1991, the directors shall be classified with
respect to the time for which they shall hold their offices by
dividing them into three classes, to be known as Class I, Class II
and Class III. At the annual meeting of the stockholders in 1991,
directors of Class I shall be elected for terms of one (l) year,
directors of Class II shall be elected for terms of two (2) years,
and directors of Class III shall be elected for terms of three (3)
years. At each annual meeting of stockholders after 1991,
successors to the directors of the Class whose term of office
expires in that year shall be elected to hold office until the
third succeeding annual meeting of stockholders, so that the term
of office of only one Class of directors shall expire in each year.
The number of directors in Class, which shall be such that at least
one-fourth in number of the directors are elected annually, shall
be established from time to time by resolution of the Board as may
be appropriate whenever the total number of directors is increased
or decreased.
SECTION 3.3. Vacancies, Additional Directors and Removal
from Office. If any vacancy occurs in the Board of Directors
caused by death, resignation, retirement, disqualification or
removal from office of any director, or otherwise, or if any new
directorship is created by an increase in the authorized number of
directors, a majority of the directors then in office, though less
than a quorum, or a sole remaining director, may choose a successor
director or a director to fill the newly created directorship, as
the case may be; and a director so chosen shall hold office until
the next annual meeting of stockholders at which the directors of
the Class in which such director serves are to be elected and until
his successor shall be duly elected and shall qualify, unless such
director is sooner displaced. Any director may be removed either
for or without cause at any special meeting of stockholders duly
called and held for such purpose.
SECTION 3.4. Regular Meetings. A regular meeting of the
Board of Directors shall be held each year, without other notice
than this by-law, at the place of, and immediately following, the
annual meeting of stockholders; and other regular meetings of the
Board of Directors shall be held during each year, at such time and
place as the Board of Directors may from time to time provide by
resolution, either within or without the State of Nevada, without
other notice than such resolution.
SECTION 3.5. Special Meetings. A special meeting of the
Board of Directors may be called by the Chairman of the Board or by
the President and shall be called by the Secretary on the written
request of any two directors. The Chairman of the Board or
President so calling, or the directors so requesting, any such
meeting shall fix the time and any place, either within or without
the State of Nevada, as the place for holding such meeting.
SECTION 3.6. Notice of Special Meetings. Written notice of
special meetings of the Board of Directors shall be given to each
director at least 48 hours prior to the time of such meeting. Any
director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting solely for the
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business
to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice or waiver of
notice of such meeting, except that notice shall be given of any
proposed amendment to the by-laws if it is to be adopted at any
special meeting or with respect to any other matter where notice is
required by statute.
SECTION 3.7. Quorum. A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and the act of a majority of the
directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the Articles of Incorporation
or by these by-laws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
SECTION 3.8. Action Without Meeting. Unless otherwise
restricted by the Articles of Incorporation or these by-laws, any
action required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof as provided in
Article IV of these by-laws, may be taken without a meeting, if a
written consent thereto is signed by all members of the Board or of
such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
SECTION 3.9. Meeting by Telephone. Any action required or
permitted to be taken by the Board of Directors or any committee
thereof may be taken by means of a meeting by conference telephone
network or similar communications method so long as all persons
participating in the meeting can hear each other. Any person
participating in such meeting shall be deemed to be present in
person at such meeting.
SECTION 3.10. Compensation. Except as otherwise provided in
this Section 3.10, directors, as such, shall not be entitled to any
compensation for their services unless voted by the stockholders;
but by resolution of the Board of Directors, there may be allowed
(a) to outside directors, as that term is defined in Section 4.2
of these by-laws, a stated salary and/or a fixed sum for each
regular or special meeting of the Board of Directors or any meeting
of a committee of directors attended, and (b) to all directors,
expenses of attendance, if any, for each regular or special meeting
of the Board of Directors or any meeting of a committee of
directors attended. No provision of these by-laws shall be
construed to preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.
ARTICLE IV
Committees of Directors
SECTION 4.1. Executive Committee. The Executive Committee
of the Board of Directors (the Executive Committee ) shall consist
of not less than two directors to be designated by the Board of
Directors annually at its first regular meeting held pursuant to
Section 3.4 of these by-laws after the annual meeting of
stockholders or as soon thereafter as conveniently possible. None
of the members of the Executive Committee need be officers of the
corporation. The Executive Committee shall have and may exercise
all of the powers of the Board of Directors during the period
between meetings of the Board of Directors except as reserved to
the Board of Directors or as delegated by these by-laws or by the
Board of Directors to another standing or special committee or as
may be prohibited by law and, except further, that the Executive
Committee shall not have the power to elect officers of the
corporation.
SECTION 4.2. Audit Committee. The Audit Committee of the
Board of Directors (the Audit Committee ) shall consist solely of
directors, one or more, each of whom shall be an outside director
of the corporation, to be designated annually by the Board of
Directors at its first regular meeting held pursuant to Section 3.4
of these by-laws after the annual meeting of stockholders or as
soon thereafter as conveniently possible. The term outside
director, as used in this Section 4.2, shall mean a director of the
corporation who is independent of management, not an officer,
employee, consultant, agent or affiliate (except as a director) of
the corporation and who is free of any relationship that, in the
opinion of the Board of Directors, would interfere with the
designated director s exercise of independent judgment as a member
of the Audit Committee. The Audit Committee shall have and may
exercise all of the powers of the Board of Directors during the
period between meetings of the Board of Directors, except as may be
prohibited by law, with respect to (i) the selection and
recommendation for employment by the corporation, subject to
approval by the Board of Directors and the stockholders, of a firm
of certified public accountants whose duty it shall be to audit the
books and accounts of the corporation and its subsidiaries for the
fiscal year in which they are appointed and who shall report to the
Audit Committee, provided, that in selecting and recommending for
employment any firm of certified public accountants, the Audit
Committee shall make a thorough investigation to insure the
independence of such accountants as defined in the applicable
rules and regulations of the Securities and Exchange Commission;
(ii) instructing the certified public accountants to expand the
scope and extent of the annual audits of the corporation into areas
of any concern to the Audit Committee, which may be beyond that
necessary for the certified public accountants to report on the
financial statements of the corporation, and, at its discretion,
directing other special investigations to insure the objectivity of
the financial reporting of the corporation; (iii) reviewing the
reports submitted by the certified public accountants, conferring
with the auditors and reporting thereon to the Board of Directors
with such recommendations as the Audit Committee may deem
appropriate; (iv) meeting with the corporation s principal
accounting and financial officers, the certified public accountants
and auditors, and other officers or department managers of the
corporation as the Audit Committee shall deem necessary in order to
determine the adequacy of the corporation s accounting principles
and financial and operating policies, controls and practices, its
public financial reporting policies and practices, and the results
of the corporation s annual audit; (v) conducting inquiries into
any of the foregoing,.the underlying and related facts, including
such matters as the conduct of the personnel of the corporation,
the integrity of the records of the corporation, the adequacy of
the procedures and the legal and financial consequences of such
facts; and (vi) retaining and deploying such professional
assistance, including outside counsel and auditors and any others,
as the Audit Committee shall deem necessary or appropriate, in
connection with the exercise of its powers on such terms as the
Audit Committee shall deem necessary or appropriate to protect the
interests of the stockholders of the corporation.
SECTION 4.3. Other Committees. The Board of Directors may,
by resolution passed by a majority of the whole Board, designate
one or more additional special or standing committees other than
the Executive Committee and Audit Committee, each such additional
committee to consist of one or more of the directors of the
corporation. Each such committee shall have and may exercise such
of the powers of the Board of Directors in the management of the
business and affairs of the corporation as may be provided in such
resolution, except as delegated by these by-laws or by the Board of
Directors to another standing or special committee or as may be
prohibited by law.
SECTION 4.4. Committee Operations. A majority of a
committee shall constitute a quorum for the transaction of any
committee business. Such committee or committees shall have such
name or names and such limitations of authority as provided in
these by-laws or as may be determined from time to time by
resolution adopted by the Board of Directors. The corporation
shall pay all expenses of committee operations. The Board of
Directors may designate one or more appropriate directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of such committee. In the
absence or disqualification of any members of such committee or
committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another appropriate
member of the Board of Directors to act at the meeting in the place
of any absent or disqualified member.
SECTION 4.5. Minutes. Each committee of directors shall
keep regular minutes of its proceedings and report the same to the
Board of Directors when required. The Secretary or any Assistant
Secretary of the corporation shall (i) serve as the Secretary of
the Executive Committee, the Audit Committee and any other special
or standing committee of the Board of Directors of the corporation,
(ii) keep regular minutes of standing or special committee
proceedings, (iii) make available to the Board of Directors, as
required, copies of all resolutions adopted or minutes or reports
of other actions recommended or taken by any such standing or
special committee and (iv) otherwise as requested keep the members
of the Board of Directors apprised of the actions taken by such
standing or special committees.
SECTION 4.6. Compensation. Members of special or standing
committees who are outside directors, as that term is defined
elsewhere in this Article, may be allowed compensation for serving
as a member of any such committee and all members may be
compensated for expenses of attending committee meetings, if the
stockholders or Board of Directors shall so determine in accordance
with Section 3.10.
ARTICLE V
Notice
SECTION 5.1. Methods of Giving Notice. Whenever under the
provisions of the statutes, the Articles of Incorporation or these
by-laws, notice is required to be given to any director, member of
any committee or stockholder, such notice shall be in writing and
delivered personally or mailed, postage prepaid, to such director,
member or stockholder; provided that in the case of a director or
a member of any committee such notice may be given orally, by
telephone, by telegram or by facsimile. If mailed, notice to a
director, member of a committee or stockholder shall be deemed to
be given when deposited in the United States mail, in a sealed
envelope, with first class postage thereon prepaid, addressed, in
the case of a stockholder, to the stockholder at the stockholder s
address as it appears on the records of the corporation or, in the
case of a director or a member of a committee, to such person at
his business address. If sent by telegraph, notice to a director
or member of a committee shall be deemed to be given when the
telegram, so addressed, is delivered to the telegraph company. If
sent by facsimile, notice to a director or member of a committee
shall be deemed to be given when the transmission from the
transmitting facsimile machine has been completed.
SECTION 5.2. Written Waiver. Whenever any notice is
required to be given under the provisions of the statutes, the
Articles of Incorporation or these by-laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE IV
Officers
SECTION 6.1. Officers. The executive officers of the
corporation shall be the Chairman of the Board, President,
Secretary and Treasurer. The Board of Directors shall elect and,
when applicable, appoint all the executive officers of the
corporation. The Board of Directors and the Chairman of the Board
may appoint such other officers and agents, including but not
limited to one or more Vice Presidents (any one or more of which
may be designated Executive Vice President or Senior Vice
President), Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers, as they deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform
such duties as prescribed by the Board of Directors or Chairman of
the Board. Any two or more offices may be held by the same person.
No officer shall execute, acknowledge, verify or countersign any
instrument on behalf of the corporation in more than one capacity,
if such instrument is required by law, by these by-laws or by any
act of the corporation to be executed, acknowledged, verified or
countersigned by two or more officers. The Chairman of the Board
shall be elected from among the directors. With the foregoing
exception, none of the other officers need be a director, and none
of the officers need be a stockholder of the corporation.
SECTION 6.2. Election and Term of Office. The executive
officers of the corporation shall be elected annually by the Board
of Directors at its first regular meeting held after the annual
meeting of stockholders or as soon thereafter as conveniently
possible. Each executive officer shall hold office until his
successor shall have been chosen and shall have qualified or until
his death or the effective date of his resignation or removal, or
until he shall cease to be a director in the case of the Chairman
of the Board.
SECTION 6.3. Removal and Resignation. Any executive officer
or other officer or agent appointed by the Board of Directors may
be removed, either with or without cause, by the affirmative vote
of a majority of the Board of Directors whenever, in its judgment,
the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights,
if any, of the person so removed. Any other officer or agent may
be removed, either with or without cause, in the sole discretion of
the Chairman of the Board. Any executive officer or other officer
or agent may resign at any time by giving written notice to the
corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein,
and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 6.4. Vacancies. Any vacancy occurring in any
executive office of the corporation by death, resignation, removal
or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 6.5. Salaries. The salaries of all executive
officers of the corporation shall be fixed by the Board of
Directors or pursuant to the direction of the Board of Directors;
and no executive officer shall be prevented from receiving such
salary by reason of his also being a director. Compensation of
officers and agents not appointed by the Board of Directors shall
be established by the Chairman of the Board and President, but
subject to review by the Board of Directors.
SECTION 6.6. Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the Board of Directors and
of the stockholders of the corporation. In the Chairman s absence,
such duties shall be attended to by the President. The Chairman of
the Board shall hold the position of chief executive officer of the
corporation and shall perform such duties as usually pertain to the
position of chief executive officer and such duties as may be
prescribed by the Board of Directors or the Executive Committee.
The Chairman of the Board shall formulate and submit to the Board
of Directors or the Executive Committee matters of general policy
for the corporation and shall perform such other duties as usually
appertain to the office or as may be prescribed by the Board of
Directors. He shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or
appointed by the Board of Directors. He may sign with the
President or any other officer of the corporation thereunto
authorized by the Board of Directors certificates for shares of the
corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors, and any deeds, bonds,
mortgages, contracts, checks, notes, drafts or other instruments
which the Board of Directors or the Executive Committee has
authorized to be executed, except in cases where the signing and
execution thereof has been expressly delegated or reserved by these
by-laws or by the Board of Directors or the Executive Committee to
some other officer or agent of the corporation, or shall be
required by law to be otherwise executed.
SECTION 6.7. President. The President, subject to the
control of the Board of Directors, the Executive Committee, and the
Chairman of the Board, shall in general supervise and control the
business and affairs of the corporation. He shall have the power
to appoint and remove subordinate officers, agents and employees,
except those elected or appointed by the Board of Directors or the
Chairman of the Board. The President shall keep the Board of
Directors, the Executive Committee and the Chairman of the Board
fully informed as they or any of them shall request and shall
consult them concerning the business of the corporation. He may
sign with the Chairman of the Board or any other officer of the
corporation thereunto authorized by the Board of Directors,
certificates for shares of capital stock of the corporation, the
issuance of which shall have been authorized by resolution of the
Board of Directors, and any deeds, bonds, mortgages, contracts,
checks, notes, drafts or other instruments which the Board of
Directors or the Executive Committee has authorized to be executed,
except in cases where the signing and execution thereof has been
expressly delegated by these by-laws or by the Board of Directors
or the Executive Committee to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed.
In general he shall perform all other duties normally incident to
the office of the President, except any duties expressly delegated
to other persons by these by-laws, the Board of Directors, or the
Executive Committee, and such other duties as may be prescribed by
the stockholders, Chairman of the Board, the Board of Directors or
the Executive Committee, from time to time.
SECTION 6.8. Vice Presidents. In the absence of the
President, or in the event of his inability or refusal to act, the
Executive Vice President (or in the event there shall be no Vice
President or more than one Vice President designated Executive Vice
President, any Vice President designated by the Board) shall
perform the duties and exercise the powers of the President. Any
Vice President authorized by resolution of the Board of Directors
to do so, may sign with any other officer of the corporation
thereunto authorized by the Board of Directors, certificates for
shares of capital stock of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors.
The Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the Chairman of the Board, the
President, the Board of Directors or the Executive Committee.
SECTION 6.9. Secretary. The Secretary shall (a) keep the
minutes of the meetings of the stockholders, the Board of Directors
and committees of directors; (b) see that all notices are duly
given in accordance with provisions of these by-laws and as
required by law; (c) be custodian of the corporate records and of
the seal of the corporation, and see that the seal of the
corporation or a facsimile thereof is affixed to all certificates
for shares prior to the issuance thereof and to all documents, the
execution of which on behalf of the corporation under its seal is
duly authorized in accordance with the provisions of these by-laws;
(d) keep or cause to be kept a register of the post office address
of each stockholder which shall be furnished by such stockholder;
(e) have general charge of the stock transfer books of the
corporation; and (f) in general, perform all duties normally
incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board,
the President, the Board of Directors or the Executive Committee.
SECTION 6.10. Treasurer. The Treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of
the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit
all such moneys in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance
with the provisions of Section 7.3 of these by-laws; (b) prepare,
or cause to be prepared, for submission at each regular meeting of
the Board of Directors, at each annual meeting of stockholders, and
at such other times as may be required by the Board of Directors,
the Chairman of the Board, the President or the Executive
Committee, a statement of financial condition of the corporation in
such detail as may be required; and (c) in general, perform all the
duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the Chairman of the
Board, the President, the Board of Directors or the Executive
Committee. If required by the Board of Directors or the Executive
Committee, the Treasurer shall give a bond for the faithful
discharge of his duties in such sums and with such surety or
sureties as the Board of Directors or the Executive Committee shall
determine.
SECTION 6.11. Assistant Secretary or Treasurer. The
Assistant Secretaries and Assistant Treasurers shall, in general,
perform such duties as shall be assigned to them by the Secretary
or the Treasurer, respectively, or by the Chairman of the Board,
the President, the Board of Directors or the Executive Committee.
The Assistant Secretaries or Assistant Treasurers shall, in the
absence of the Secretary or Treasurer, respectively, perform all
functions and duties which such absent officers may delegate, but
such delegation shall not relieve the absent officer from the
responsibilities and liabilities of his office. The Assistant
Treasurers shall respectively, if required by the Board of
Directors or the Executive Committee, give bonds for the faithful
discharge of their duties in such sums and with such sureties as
the Board of Directors or the Executive Committee shall determine.
ARTICLE VII
Contracts, Checks and Deposits
SECTION 7.1. Contracts. Subject to the provisions of
Section 6.1., the Board of Directors or the Executive Committee may
authorize any officer, officers, agent or agents, to enter into any
contract or execute and deliver an instrument in the name of and on
behalf of the corporation, and such authority may be general or
confined to specific instances.
SECTION 7.2. Checks, etc. All checks, demands, drafts or
other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed
by such officer or officers or such agent or agents of the
corporation, and in such manner, as shall be determined by the
Board of Directors or the Executive Committee.
SECTION 7.3. Deposits. All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositories as the Chairman of the Board, the President or the
Treasurer may be empowered by the Board of Directors or the
Executive Committee to select or as the Board of Directors or the
Executive Committee may select.
ARTICLE VIII
Certificate of Stock
SECTION 8.1. Issuance. Each stockholder of this corporation
shall be entitled to a certificate or certificates showing the
number of shares of stock registered in his name on the books of
the corporation. The certificates shall be in such form as may be
determined by the Board of Directors or the Executive Committee,
shall be issued in numerical order and shall be entered in the
books of the corporation as they are issued. They shall exhibit
the holder s name and the number of shares and shall be signed by
the Chairman of the Board and the President or such other officers
as may from time to time be authorized by resolution of the Board
of Directors. Any of or all the signatures on the certificate may
be a facsimile. The seal of the corporation shall be impressed, by
original or by facsimile, printed or engraved, on all such
certificates. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall
have ceased to be such officer before such certificate is issued,
such certificate may nevertheless be issued by the corporation with
the same effect as if such officer had not ceased to be such
officer at the date of its issue. If the corporation shall be
authorized to issue more than one class of stock or more than one
series of any class, the designation, preferences and relative,
participating, option or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and rights shall be set forth in
full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class of stock; provided
that except as otherwise provided by statute, in lieu of the
foregoing requirements there may be set forth on the face or back
of the certificate which the corporation shall issue to represent
such class or series of stock, a statement that the corporation
will furnish to each stockholder who so requests the designations,
preferences and relative, participating, option or other special
rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and
rights. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in the case of a lost,
stolen, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the
corporation as the Board of Directors may prescribe. In addition
to the above, all certificates evidencing shares of the
corporation s stock or other securities issued by the corporation
shall contain such legend or legends as may from time to time be
required by the Nevada Revised Statutes and/or the Nevada Gaming
Commission Regulations then in effect.
SECTION 8.2. Lost Certificates. The Board of Directors may
direct that a new certificate or certificates be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged
to have been lost, stolen or destroyed, or both.
SECTION 8.3. Transfers. Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books. Transfers of shares shall be made only
on the books of the corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney and
filed with the Secretary of the corporation or the transfer agent.
SECTION 8.4. Registered Stockholders. The corporation shall
be entitled to treat the holder of record of any share or shares of
stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as
otherwise provided by laws of the State of Nevada.
ARTICLE IX
Dividends
SECTION 9.1. Declaration. Dividends upon the capital stock
of the corporation, subject to the provisions of the Articles of
Incorporation, if any, may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property or in shares of capital stock, subject to
the provisions of the Articles of Incorporation.
SECTION 9.2. Reserve. Before payment of any dividend, there
may be set aside out of any funds of the corporation available for
dividends such sum or sums as the Board of Directors from time to
time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for
such other purpose as the Board of Directors shall think conducive
to the interests of the corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was
created.
ARTICLE X
Indemnification
SECTION 10.1. Third Party Actions. The corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
SECTION 10.2. Actions by or in the Right of the Corporation.
The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses
(including attorneys fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.
SECTION 10.3. Successful Defense. To the extent that a
director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections 10.1 and 10.2, or in
defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys fees) actually
and reasonably incurred by him in connection therewith.
SECTION 10.4. Determination of Conduct. Any indemnification
under Section 10.1 or 10.2 (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Sections 10.1 and
10.2. Such determination shall be made (1) by the Board of
Directors or the Executive Committee by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the
stockholders.
SECTION 10.5. Payment of Expenses in Advance. Expenses
incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as
authorized in this Article X.
SECTION 10.6. Indemnity Not Exclusive. The indemnification
provided hereunder shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under
any other by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
SECTION 10.7. The Corporation. For purposes of this Article
X, references to the corporation shall include, in addition to
the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under and subject to the provisions of this
Article X (including, without limitation the provisions of Section
10.4) with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its
separate existence had continued.
SECTION 10.8. Insurance Indemnification. The corporation
shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against
such liability under the provisions of this Article X.
ARTICLE XI
Miscellaneous
SECTION 11.1. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, and the words Corporate Seal,
Nevada . The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or otherwise reproduced.
SECTION 11.2. Books. The books of the corporation may be
kept within or without the State of Nevada (subject to any
provisions contained in the statutes) at such place or places as
may be designated from time to time by the Board of Directors or
the Executive Committee.
SECTION 11.3. Fiscal Year. The fiscal year of the
corporation shall be fixed by resolution of the Board of Directors.
ARTICLE XII
Amendment
These by-laws may be altered, amended or repealed at any
regular meeting of the Board of Directors without prior notice, or
at any special meeting of the Board of Directors if notice of such
alteration, amendment or repeal be contained in the notice of such
special meeting.