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Exhibit 3.2
AMENDED AND RESTATED
BY-LAWS
OF
LAS VEGAS SANDS, INC.
ARTICLE I
STOCKHOLDERS
SECTION 1. Meetings of stockholders shall be held at the principal
office of the corporation or at such other place within or without the State of
Nevada as the Directors shall determine. Annual meetings shall be held at 10:00
a.m. in the forenoon on the first Monday in May of each year. If that day is a
holiday, the meeting shall be on the next business day.
ARTICLE II
DIRECTORS
SECTION 1. The Board of Directors shall consist of not less than
one nor more than 15 Directors. The exact number of Directors within the minimum
and maximum limitations specified in the preceding sentence shall be fixed from
time to time by resolution duly adopted by either (a) a vote of a majority of a
quorum of the stockholders or (b) a majority of the voting power of the entire
Board of Directors then in office, whether or not present at a meeting.
Directors need not be stockholders.
SECTION 2. A regular meeting of the Board of Directors shall be
held without notice immediately following the annual meeting of stockholders and
at the same place. The Board of Directors may provide for the holding without
notice of additional regular
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meetings.
SECTION 3. Special meetings of the Board of Directors may be called
by the President or any director on twenty-four hours notice given personally or
by telephone or telegraph or on four days notice by mail. Special meetings shall
be held at the place fixed by the Board of Directors for the holding of
meetings, or if no such place has been fixed, at the principal business office
of the corporation.
SECTION 4. The holders of two-thirds of the outstanding shares of
stock entitled to vote may at any time peremptorily terminate the term of office
of all or any of the directors by vote at a meeting called for such purpose or
by a written statement filed with the Secretary, or in his absence, with any
other officer. Such removal shall be effective immediately, even if successors
are not elected simultaneously and the vacancies on the Board of Directors
resulting therefrom shall be filled only by the stockholders.
ARTICLE III
OFFICERS
SECTION 1. The officers of the corporation shall be a Chairman of
the Board, President, a Secretary and a Treasurer. The Board of Directors may
also choose additional officers, including, but not limited to, vice-presidents
and one or more assistant secretaries and assistant treasurers. Two or more
offices may be held by the same person. The officers shall be elected annually
at the regular meeting of the Board of Directors held after the annual meeting
of stockholders and shall hold office only so long as they are satisfactory to
the Board of Directors.
SECTION 2. The Chairman of the Board shall be the principal
executive officer of the corporation to put into effect the decisions of the
Board of Directors. Subject to such decisions,
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he shall supervise and control the business and affairs of the corporation. He
shall preside at meetings of the stockholders and directors.
SECTION 3. Subject to any specific assignment of duties made by the
Board of Directors, the President, Vice-President, the Secretary and Treasurer
and their assistants, shall act under the direction of the Chairman of the
Board. The President shall perform the duties of the Chairman of the Board when
the Chairman of the Board is absent or unable to act. The Vice-President shall
perform the duties of the President when the President is absent or unable to
act. The Secretary shall prepare and keep minutes of the meeting of the
stockholders and the directors and shall have general charge of the stock
records of the corporation. The Treasurer shall have custody of the funds of the
corporation and keep its financial records. The Chairman of the Board shall have
those duties assigned by and act under the direction of the Board of Directors.
ARTICLE IV
Action of the Board of Directors may be at any time taken without meeting upon
the written consent thereto, signed by all of the members of the Board of
Directors, pursuant to the provisions of NRS 78.315.
ARTICLE V
Miscellaneous
SECTION 1. The Board of Directors may authorize any officer or
agent to enter into any contract or to execute any instrument for the
corporation. Such authority may be general or be confined to specific instances.
SECTION 2. In the absence of the Chairman of the Board, any officer
may enter into
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any contract or execute any instrument on behalf of the corporation.
SECTION 3. All funds of the corporation shall be deposited in such
banks as the Board of Directors may select and withdrawn in such manner as the
Board of Directors may decide.
SECTION 4. Certificates representing shares of the corporation
shall be in such form as the Board of Directors shall determine. Transfers of
shares shall be made only on the stock transfer books of the corporation. The
person in whose name shares are recorded on the books of the corporation shall
be considered the owner thereof for all purposes by the corporation.
ARTICLE VI
AMENDMENTS
Section 1. These By-Laws may be amended by vote of a majority of the voting
power of the full Board of Directors at any meeting and by a vote of a majority
of a quorum of the stockholders provided notice of the amendment is given in the
notice of the meeting.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
(1) That I am the duly elected and acting Secretary of LAS VEGAS
SANDS, INC., a Nevada corporation; and
(2) That the foregoing Amended and Restated By-Laws were duly
adopted at the meeting of the Board of Directors duly held on the 3rd day of
June, 2002
IN WITNESS WHEREOF, I have hereunto subscribed my name this 3rd day of
June, 2002.
By: /s/ David Friedman
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Name: David Friedman
Title: Secretary
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