EXHIBIT 4.40
BY-LAWS
OF
ST. LOUIS CASINO CORP.
(a Missouri corporation)
ARTICLE I
DEFINITIONS
BY-LAW 1.01. The following words or phrases when used in these By-Laws, shall
have the meanings set forth below:
a. "Articles of Incorporation" shall mean the Articles of
Incorporation of the Corporation.
b. "Board of Directors" shall mean the Board of Directors of the
Corporation.
c. "Corporation" shall mean St. Louis Casino Corp.
d. "Director" shall mean a member of the Board of Directors.
e. "Shares" shall mean the authorized shares of the Corporation as
identified in the Corporation's Articles of Incorporation.
f. "Shareholder" or "Shareholders" shall mean a shareholder or the
shareholders of record of the Corporation.
g. "Statute" shall mean the applicable statute or statutes of The
General and Business Corporation Law of Missouri, being Chapter 351 of the
Missouri Revised Statutes.
h. "Voting Shares" shall mean the shares which entitle the record
owner to vote on matters relating to the affairs of the Corporation under
the Articles of Incorporation or by statute.
ARTICLE II
OFFICES, BOOKS AND RECORDS
BY-LAW 2.01 Registered and Other offices. The registered office of the
Corporation in Missouri shall be that most recently adopted either in the
Articles of Incorporation or any amendment thereto, or by the Board of Directors
in a statement filed with the Secretary of State of Missouri establishing the
registered office in the manner prescribed by law. The Corporation may have such
other offices, within or without the State of Missouri, as the Board of
Directors shall, from time to time, determine.
BY-LAW 2.02 Maintenance of Records. The original books and records of the
Corporation, or copies thereof, shall be maintained at the principal executive
office of the Corporation. Books and records of the Corporation containing
information regarding the shares and shareholders of the Corporation will be
maintained at either the Corporation's registered office or principal place of
business in the State of Missouri as required by statute. Certain records,
statements and agreements, or copies thereof, shall be available for examination
by the shareholders on such terms and conditions as the Board of Directors may
from time to time impose, consistent with statute.
ARTICLE III
SHAREHOLDERS' MEETING
BY-LAW 3.01 Place. Meetings of the shareholders shall be held in the county
where the principal executive office of the Corporation is located; provided
that any meeting not called by or at the demand of a shareholder or shareholders
pursuant to statute, may be
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held at such other place as the chief executive officer or the Board of
Directors may designate.
BY-LAW 3.02 Annual Meeting. An annual meeting of the shareholders shall be held
during the third month following the end of the Corporation's fiscal year for
federal income tax purposes, on such date, and at such time and place, as may be
specified by the chief executive officer, unless some other date, time or place
is specified by the Board of Directors.
BY-LAW 3.03 Special Meeting. A special meeting of the shareholders may be called
for any purpose by the chief executive officer, the chief financial officer or
the Board of Directors of the Corporation. Business transacted at any special
meeting of the shareholders shall be confined to the purposes stated in the
notice of such meeting.
BY-LAW 3.04 Notice. Written or printed notice of the place, date and time of any
meeting of the shareholders shall be given to each shareholder entitled to vote
thereat by mailing said notice postage prepaid, to the shareholder's address of
record. Notice of a meeting of the shareholders shall be given at least ten days
before the meeting. No notice of any meeting of the shareholders may be mailed
more than fifty days before such meeting. The notice of any special meeting
shall set forth the purposes of the meeting and, in a general nature, the
business to be transacted. In determining the number of days of notice required
under this By-Law, the date upon which any notice is deposited in the U.S. Mail
shall be included as one day and the date of the meeting which is the subject of
the notice shall not be included.
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BY-LAW 3.05 Waiver of Notice; Consent Meetings. Notice of the time, place and
purpose of any meeting of the shareholders may be waived by any shareholder
before, at, or after any such meeting. Any action which may be taken at a
meeting of the shareholders may be taken without a meeting if authorized by a
writing, setting forth the action so taken, signed by all shareholders who would
be entitled to vote on such action. Attendance at a meeting of the shareholders
is a waiver of the notice of that meeting, unless at the meeting a shareholder
objects that the meeting is not lawfully called or convened.
BY-LAW 3.06 Quorum; Adjournment. The presence at any meeting, in person or by
proxy, of the shareholders owning at least a majority of the outstanding voting
shares shall constitute a quorum for the transaction of business. Once a quorum
is established at any meeting of the shareholders, the voluntary withdrawal of
any shareholder from the meeting shall not affect the authority of the remaining
shareholders to conduct any business which properly comes before the meeting. In
the absence of a quorum, those present may adjourn the meeting from day to day
or time to time without further notice other than announcement at such meeting
of such date, time and place of the adjourned meeting which must be held within
90 days after such adjournment. At an adjourned meeting of the shareholders at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed.
BY-LAW 3.07 Voting; Record Date. At each meeting of the shareholders, each
shareholder entitled to vote thereat may vote in person or by proxy duly
appointed by an instrument in writing
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subscribed by such shareholder. At a meeting of the shareholders, each
shareholder shall have one vote for each voting share standing in such
shareholder's name on the books of the Corporation, or on the books of any
transfer agent appointed by the Corporation, on the record date established by
the Board of Directors, which date may not be more than seventy days from the
date of any such meeting. If no record date has been established, the record
date shall be as of the close of business on the twentieth day preceding the
date of the meeting of the shareholders. Upon the demand of any shareholder at
the meeting, the vote for directors, or the vote upon any question before the
meeting, shall be by written ballot. All elections shall be effected, and all
questions shall be decided, by shareholders owning a majority of the shares
present in person and by proxy, except as otherwise specifically provided for by
statute or by Articles of Incorporation.
BY-LAW 3.08 Voting; Cumulative. Except to the extent limited or prevented by the
Articles of Incorporation, shareholders may cumulate their votes in the election
of directors. A shareholder shall cumulate votes by multiplying the number of
members of the Board of Directors to be elected by the number of shares owned by
such shareholder, and casting the resulting number of votes for one candidate,
or dividing such votes among any number of candidates, for membership on the
Board of Directors.
BY-LAW 3.09 Presiding Officer. The chief executive officer of the Corporation or
any person so designated by the chief executive officer shall preside as
chairman over all meetings of the shareholders; provided, however, that in the
absence of the chief executive officer or his designee at any meeting of the
share-
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holders, the meeting shall choose any person present to act as the presiding
officer of the meeting.
BY-LAW 3.10 Conduct of Meetings of Shareholders. Subject to the following,
meetings of shareholders generally shall follow accepted rules of parliamentary
procedure:
a. The chairman of the meeting shall have absolute authority over
matters of procedure and there shall be no appeal from the ruling of the
chairman. If the chairman, in his absolute discretion, deems it advisable
to dispense with the rules of parliamentary procedure as to any one meeting
of shareholders or part thereof, the chairman shall so state and shall
clearly state the rules under which the meeting or appropriate part thereof
shall be conducted.
b. If disorder should arise which prevents continuation of the
legitimate business of the meeting, the chairman may quit the chair and
announce the adjournment of the meeting; and upon his so doing, the meeting
is immediately adjourned.
c. The chairman may ask or require that anyone leave the meeting who
is not a bona fide shareholder or record entitled to notice of the meeting,
or a duly appointed proxy thereof.
BY-LAW 3.11 Inspectors of Election. The Board of Directors in advance of any
meeting of shareholders may appoint one or more inspectors to act at such
meeting or adjournment thereof. If inspectors of election are not so appointed,
the person acting as chairman of any such meeting may, and on the request of any
shareholder or his or her proxy shall, make such appointment. In case any person
appointed as inspector shall fail to appear to act,
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the vacancy may be filled by appointment made by the Board of Directors in
advance of the meeting, or at the meeting by the officer or person acting as
chairman. 6XThe inspectors of election shall determine the number of shares
outstanding, the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity and effect of proxies, and
shall receive votes, ballots, assents or consents, hear and determine all
challenges and questions in any way arising and announce the result, and do such
acts as may be proper to conduct the election or vote with fairness to all
shareholders. No inspector whether appointed by the Board of Directors or by the
officer or person acting as chairman need be a shareholder.
ARTICLE IV
BOARD OF DIRECTORS
BY-LAW 4.01 Number, Election and Term. The Board of Directors shall consist of
three or more members. The number of the members of the Board of Directors to be
elected at any meeting of the shareholders shall be determined from time to time
by the Board of Directors and, if the Board of Directors does not expressly fix
the number of directors to be so elected, then the number of directors shall be
the number of directors elected at the preceding annual meeting of shareholders.
The number of directors may be increased at any subsequent special meeting of
shareholders called for the election of additional directors, by the number so
elected. A director need not be a shareholder. Directors shall be elected at
each annual meeting of the shareholders, and each director shall be elected to
serve for an indefinite term, terminating at the next annual meeting of the
shareholders and the election of a qualified
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successor by the shareholders, or the earlier death, resignation, removal or
disqualification of such director.
BY-LAW 4.02 Regular Meetings. Unless otherwise specified by the directors, the
regular meeting of the Board of Directors shall be held at the place of, and
immediately following the adjournment of, the annual meeting of the
shareholders. At such meeting of the Board of Directors, the Board of Directors
shall elect such officers as are deemed necessary for the operation and
management of the Corporation, and transact such other business as may properly
come before it.
BY-LAW 4.03 Special Meetings. Special meetings of the Board of Directors may be
called by the chief executive officer, the President or any director at any
time, to be held at the principal executive office of the Corporation, or at
some other location which is either within 50 miles of the principal executive
offices of the Corporation, determined at any prior meeting of the Board of
Directors, or agreed to by a majority of the members of the Board of Directors.
BY-LAW 4.04 Notice. Notice of the date, time and place of meetings of the Board
of Directors shall be given to each director personally or by telecopier or
telegraph dispatched at least two days prior to the meeting, or shall be given
by mail dispatched at least four days prior to the meeting. In determining the
number of days of notice required under this By-Law, the date upon which any
such notice is delivered, deposited in the U.S. Mail, telecopied or telegraphed,
shall be included as one day, and the date of the meeting which is the subject
of the notice shall not be included. In the case of meetings held by voice
communication as provided in
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By-Law 4.05 below, such notice shall set forth the specific manner in which the
meeting is to be held. Any director may, before, at, or after a meeting of the
Board of Directors, waive notice thereof. Any director who attends a meeting
shall be deemed to have waived notice of the meeting, unless such director
objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened. Unless otherwise provided by the
Board of Directors, the provisions of this By-Law shall apply in all respects to
the notice requirements of meetings of any committee established by the Board of
Directors.
BY-LAW 4.05 Telephone and Consent Meetings. Participation in any meeting of the
Board of Directors or of any committee established by the Board of Directors by
conference telephone or other similar means of communication, whereby all
persons participating in the meeting can simultaneously and continuously hear
each other, shall constitute presence in person at that meeting. Any action
which might be taken at a meeting of the Board of Directors or any committee
established by the Board of Directors may be taken without a meeting if done in
writing, signed by all members of the Board of Directors or such committee, as
the case may be.
BY-LAW 4.06 Quorum/Voting. At all meetings of the Board of Directors or of any
committee established by the Board of Directors, a majority of the members must
be present to constitute a quorum for the transaction of business. Each member
shall have one vote. Voting by proxy, or the establishment of a quorum by proxy,
is prohibited. The act of the majority of the members present at any meeting at
which there is a quorum shall be the act of the Board of Directors or such
committee, as the case may be.
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In the absence of a quorum, a majority of those present may adjourn the meeting
from day to day or time to time without notice other than announcement at such
meeting of the date, time and place of the adjourned meeting.
BY-LAW 4.07 Order of Business/Record. The Board of Directors, or any committee
established by the Board of Directors, may, from time to time, determine the
order of the business at any meeting thereof. If a secretary of the Corporation
has been elected by the Board of Directors, such secretary shall keep a record
of all proceedings at a meeting of the Board of Directors; otherwise, a
Secretary Pro Tem, chosen by the person presiding over the meeting as chairman,
shall so act.
BY-LAW 4.08 Vacancy. A vacancy in membership of the Board of Directors shall be
filled by the affirmative vote of the remaining members of the Board of
Directors, though less than a quorum, and a member so elected shall serve until
his successor is elected by the shareholders at their next annual meeting, or at
a special meeting duly called for that purpose.
BY-LAW 4.09 Committees. The directors may, by resolution adopted by a majority
of the members of the Board of Directors, designate one or more members of the
Board of Directors to constitute a committee which, to the extent provided in
such resolution, shall have and exercise the authority of the Board of Directors
in the management of the business of the Corporation. Any such committee shall
act only in the interval between meetings of the Board of Directors and shall be
subject at all times to the control and direction of Board of Directors. Unless
otherwise provided by
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the Board of Directors, a meeting of any committee established by the Board of
Directors may be called by any member thereof.
BY-LAW 4.10 Other Powers. In addition to the powers and authorities conferred
upon them by By-Laws, the Board of Directors shall have the power to do all acts
necessary and expedient to the conduct of the business of the Corporation which
are not conferred upon the shareholders by statute, these By-Laws, or the
Articles of Incorporation.
ARTICLE V
SHARES
BY-LAW 5.01 Issuance of Securities. The Board of Directors is authorized to
issue securities of the Corporation, and rights thereto, to the full extent
authorized by the Articles of Incorporation, in such amounts, at such times and
to such persons as may be determined by the Board of Directors and permitted by
law, subject to any limitations specified in these By-Laws.
BY-LAW 5.02 Certificates for Shares. Every shareholder shall be entitled to a
certificate, to be in such form as prescribed by statute and adopted by the
Board of Directors, evidencing the number of shares of the Corporation owned by
such shareholder. The certificates shall be signed by the president or vice
president and by the secretary or assistant secretary or the treasurer or an
assistant treasurer; provided that if a transfer agent has been appointed for
the Corporation's shares, such signatures may be a facsimile.
BY-LAW 5.03 Transfer of Shares. Subject to any applicable or reasonable
restrictions which may be imposed by the Board of Directors, shares of the
Corporation shall be transferred upon
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written demand of the shareholder named in the certificate, or the shareholder's
legal representative, or the shareholder's duly authorized attorney-in-fact,
accompanied by a tender of the certificates to be transferred properly endorsed,
and payment of all transfer taxes due thereon, if any. The Corporation may
treat, as the absolute owner of shares of the Corporation, the person or persons
in whose name or names the shares are registered on the books of the
Corporation.
BY-LAW 5.04 Lost Certificate. Any shareholder claiming a certificate evidencing
ownership of shares to be lost, stolen or destroyed shall make an affidavit or
affirmation of that fact in such form as the Board of Directors may require, and
shall, if the Board of Directors so require, give the Corporation (and its
transfer agent, if a transfer agent be appointed) a bond of indemnity in such
form with one or more sureties satisfactory to the Board of Directors, in such
amount as the Board of Directors may require, whereupon a new certificate may be
issued of the same tenor and for the same number of shares as the one alleged to
have been lost, stolen or destroyed.
BY-LAW 5.05 Preemptive Rights. Except to the extent limited or prevented in the
Articles of Incorporation or by statute, each shareholder shall have the right
to acquire a fraction of the unissued shares or rights to purchase unissued
shares, of the same class or series held by the shareholder, which the
Corporation proposes to issue. The fraction of the shares of the new issue which
may be purchased under this paragraph shall be the ratio that the number of
shares of that class or series owned by the
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shareholder before the new issue bears to the total number of shares of that
class or series outstanding before the new issue.
ARTICLE VI
OFFICERS
BY-LAW 6.01 Election of Officers. The Board of Directors, at its regular meeting
held after each annual meeting of shareholders shall, and at any special meeting
may, elect a President and a Secretary. Except as may otherwise be determined
from time to time by the Board of Directors, such officers shall exercise such
powers and perform such duties as are prescribed by these By-Laws. The Board of
Directors may elect such other officers and agents as it shall deem necessary
from time to time, including Treasurer, Vice Presidents and a Chairman of the
Board who shall exercise such powers and perform such duties, not in conflict
with the duties of officers designated in these By-Laws, as shall be determined
from time to time by the Board of Directors.
BY-LAW 6.02 Terms of Office. The officers of the Corporation shall hold office
until their successors are elected and qualified, notwithstanding an earlier
termination of their office as directors. Any officer elected by the Board of
Directors may be removed with or without cause by the affirmative vote of a
majority of the Board of Directors present at a meeting.
BY-LAW 6.03 Salaries. The salaries of all officers of the Corporation shall be
determined by the Board of Directors.
BY-LAW 6.04 Chief Executive Officer. The President shall be the Chief Executive
Officer of the Corporation, unless the Board of Directors shall elect a Chairman
of the Board, and designate such Chairman as the Chief Executive Officer, in
which case the Chairman
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of the Board shall be the Chief Executive Officer. The Chief Executive Officer
shall:
a. have general active management of the business of the Corporation;
b. when present, and except where the Board of Directors elect a
Chairman of the Board, preside at all meetings of the Board of Directors
and of the shareholders;
c. see that all orders and resolutions of the Board of Directors are
carried into effect;
d. sign and deliver in the name of the Corporation any deeds,
mortgages, bonds, contracts or other instruments pertaining to the business
of the Corporation, except in cases in which the authority to sign and
deliver is required by law to be exercised by another person or is
expressly delegated by the Articles of Incorporation or these By-Laws or by
the Board of Directors to some other officer or agent of the Corporation;
e. maintain records of and, whenever necessary, certify all
proceedings of the Board of Directors and the shareholders; and
f. perform other duties prescribed by the Board of Directors.
BY-LAW 6.05 Chief Financial Officer. The Treasurer, if elected, shall be the
Chief Financial Officer of the Corporation, and as such shall:
a. keep accurate financial records for the Corporation;
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b. deposit all money, drafts, and checks in the name of and to the
credit of the Corporation in the banks and depositories designated by the
Board of Directors;
c. endorse for deposit all notes, checks, and drafts received by the
Corporation as ordered by the Board of Directors, making proper vouchers
therefor;
d. disburse funds of the Corporation, and issue checks and drafts in
the name of the Corporation, as ordered by the Board of Directors;
e. render to the President and the Board of Directors, whenever
requested, an account of all transactions by the Treasurer and of the
financial condition of the Corporation; and
f. perform other duties prescribed by the Board of Directors or by
the President, under whose supervision the Treasurer shall be.
BY-LAW 6.06 Secretary. The Secretary shall:
a. attend all meetings of the Board of Directors at the request of
the chief executive officer of the Board of Directors, and shall attend all
meetings of the shareholders and record all votes and the minutes of all
proceedings in a book kept for that purpose; and shall perform like duties
for a committee when required by the chief executive officer; and
b. perform other duties prescribed by the Board of Directors or by
the President, under whose supervision the Secretary shall be.
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BY LAW 6.07 Delegation of Authority. Except where prohibited or limited by the
Board of Directors, an officer elected by the Board of Directors may delegate
some or all of the duties or powers of his or her office to another person,
provided that such delegation is in writing, and a copy of such written
delegation, identifying the person to whom those duties or powers are delegated,
and specifying the nature, extent and any limitations of the duties or powers
delegated, is delivered in the same manner as provided for notices of meetings
of the Board of Directors to all members of the Board of Directors prior to such
delegation becoming effective.
ARTICLE VII
MISCELLANEOUS
BY-LAW 7.01 Corporate Seal. If so directed by the Board of Directors, the
Corporation may use a corporate seal. The failure to use such seal, however,
shall not affect the validity of any documents executed on behalf of the
Corporation. The seal need only include the word "seal," but it may also
include, at the discretion of the Board of Directors, such additional wording as
is permitted by the statute.
BY-LAW 7.02 Reimbursement by Directors and officers. Any payments made to any
officer or director of this Corporation, such as salary, commission, bonus,
interest, or rent, or entertainment expenses incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the Internal Revenue
Service, shall be reimbursed by such officer or director to the Corporation to
the full extent of such disallowance. It shall be the duty of the Board of
Directors to enforce payment of each said amount disallowed. In lieu of payment
by the officer or director, subject
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to the determination of the Board of Directors, proportionate amounts may be
withheld from his future compensation payments until the amount owed to the
Corporation has been recovered.
BY-LAW 7.03 Amendments to By-Laws. These By-Laws may be amended or altered by
the affirmative vote of shareholders owning a majority of the shares present in
person and by proxy at any annual or special meeting of the shareholders called
for that purpose.
The foregoing By-Laws of this Corporation were adopted by the Board of
Directors on the 15th day of March, 1993.
/s/ Marlin F. Torguson
----------------------------------
Marlin F. Torguson, President
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