EXHIBIT 3(ii)
AMENDED AND RESTATED BY-LAWS OF
CIRCUS CIRCUS ENTERPRISES, INC.
(A Nevada Corporation)
Effective as of April 30, 1999
ARTICLE I
Offices
SECTION 1.1. PRINCIPAL OFFICE. The principal office of the corporation
in the State of Nevada is 3950 Las Vegas Boulevard South, Las Vegas, Clark
County, Nevada 89119.
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.
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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. A majority of the voting power, which includes the
voting power that is present in person or by proxy, regardless of whether the
proxy has authority to vote on all matters, 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 VOTING POWER of
the appropriate class which includes the voting power of such class that is
present in person or by proxy, regardless of whether the proxy has authority to
vote on all matters, shall be present, 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 voting power present in person or by proxy, regardless of
whether the proxy has authority to vote on all matters, 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, action by the stockholders on a matter other than the election of
directors shall be approved if the number of votes cast in favor of the action
exceeds the number of votes cast in opposition to the action, 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
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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.
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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 (1) 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 each Class,
which shall be such that at least one-fourth in number of the directors are
elected annually, shall be
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established from time to time by resolution of the Board of Directors and
shall be increased or decreased by resolution of the Board of Directors, 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
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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
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"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.
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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, except that the chairman of any committee of
directors shall have the authority to designate an individual other than the
Secretary or an Assistant Secretary of the corporation to keep and deliver to
the Secretary the minutes of any meeting of the 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
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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 VI
Officers
SECTION 6.1. OFFICERS. The executive officers of the corporation shall
be the Chairman of the Board, Vice 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 and the Vice 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 or the Vice
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,
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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
Vice Chairman of the Board. 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 VICE CHAIRMAN OF THE BOARD. In the absence of the
Chairman of the Board, or in the event of his inability or refusal to act, the
Vice Chairman of the Board shall perform the duties and exercise the powers of
the Chairman of the Board. The Vice Chairman of the Board may sign with the
President 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. The Vice Chairman of the Board shall perform such other duties as
from time to time may be assigned to him by the Chairman of the Board, the Board
of Directors or the Executive Committee.
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SECTION 6.8. 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,
the Vice 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, or assigned to the Vice Chairman of the Board by the Chairman of the
Board, and such other duties as may be prescribed by the stockholders, the
Chairman of the Board, the Board of Directors or the Executive Committee, from
time to time.
SECTION 6.9. 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 6.10. SECRETARY. The Secretary shall (a) keep the minutes of the
meetings of the stockholders, the Board of Directors and committees of
directors, except that a chairman of any committee of directors shall have the
authority to designate another individual, who may or may not be an Assistant
Secretary, to keep the minutes of any meeting of such committee,in which case
the minutes of such meeting shall be delivered to the Secretary as custodian of
the corporate records of the corporation; (b) see that all notices are duly
given in accordance with the 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
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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 6.11. 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 6.12. 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,
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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
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Commission Regulations then in effect, or such other federal, state or local
laws or 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
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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.
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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.
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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.
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