Exhibit 3.5
AMENDED AND RESTATED
BY-LAWS
OF
GTECH CORPORATION
* * * * *
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be in the City of
Wilmington, County of New Castle/City of Dover, County of Kent, State of
Delaware, or such other address as the Board of Directors may by resolution
determine from time to time.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may time to time determine or the business of the Corporation may
require.
Section 3. Books. The books of the Corporation may be kept within or
without of the State of Delaware 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 1. Time and Place of Meetings. All meetings of stockholders shall
be held at such place, either within or without the State of Delaware, on such
date and at such time as may be determined from time to time by the Board of
Directors (or the Chairman or any Co-Chairman in the absence of a designation by
the Board of Directors).
Section 2. Annual Meetings. Annual meetings of stockholders shall be held
to elect the Board of Directors and transact such other business as may properly
be brought before the meeting.
Section 3. Special Meetings. Special meetings of stockholders may only be
called by the Chairman or the President and shall be called by the Chairman, the
President or the Secretary at the request in writing of a majority of the total
number of directors of the Corporation or the holders of record of a majority of
the outstanding capital stock of the Corporation entitled to vote. Such request
shall state the purpose or purposes of the proposed meeting.
Section 4. Notice of Meetings and Adjourned Meetings: Waivers of Notice.
(a) A written notice of stockholders' meetings shall be given which shall state
the place, date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Unless otherwise
provided by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended ("Delaware Law"), such notice shall be given
not less than 10 nor more than 60 days before the date of the meeting to each
stockholder of record entitled to vote at such meeting. Unless these bylaws
otherwise require, when a meeting is adjourned to another time or place (whether
or not a quorum is present), notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is for more than 30 days, or 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.
(b) A written waiver of any such notice signed by the person entitled
thereto, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting, and does so object, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 5. Quorum. Unless otherwise provided under the certificate of
incorporation or these bylaws and subject to Delaware Law, the presence, in
person or by proxy, of the holders of a majority of the outstanding capital
stock of the Corporation entitled to vote at a meeting of stockholders shall
constitute a quorum for the transaction of business.
Section 6. Voting. (a) Unless otherwise provided in the certificate of
incorporation and subject to Delaware Law, each stockholder shall be entitled to
one vote for each outstanding share of capital stock of the Corporation held by
such stockholder. Unless otherwise provided by Delaware Law, the certificate of
incorporation or these bylaws, in all matters other than the election of
directors (which shall be decided by plurality vote) the affirmative vote of a
majority of the outstanding capital stock of the Corporation shall be the act of
the stockholders; provided, however, that with respect to any matter which has
been approved by a majority of the total number of directors of the Corporation,
the affirmative vote of a majority of the shares of capital stock present in
person or represented by proxy at a meeting of stockholders and entitled to vote
on the matter shall be the act of the stockholders.
(b) Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to a corporate action in writing without a meeting
may authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its date.
Section 7. Action by Consent. (a) Unless otherwise provided in the
certificate of incorporation, and subject to the applicable rules of any stock
exchange on which any securities of the Corporation may be listed, any action
required to be taken at any annual or special meeting of stockholders, or any
action which may be taken at any annual or special meeting of stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding capital stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
(b) Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the
earliest dated consent delivered in the manner required by this Section and
Delaware Law to the Corporation, written consents signed by a sufficient number
of holders to take action are delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested.
Section 8. Organization. At each meeting of stockholders, the Chairman or
any Co-Chairman or Vice Chairman of the Board, if one shall have been elected
(or if the members of the Board of Directors otherwise agree, any director of
the Corporation), shall act as chairman of the meeting. The Secretary (or in his
absence or inability to act, the person whom the chairman of the meeting shall
appoint secretary of the meeting) shall act as secretary of the meeting and keep
the minutes thereof.
Section 9. Order of Business. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting. At such
meetings, each member of the Board of Directors shall be entitled to present any
matter for consideration and discussion.
ARTICLE III
DIRECTORS
Section 1. General Powers. Except as otherwise provided in Delaware Law or
the certificate of incorporation, the business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.
Section 2. Number, Election and Term of Office. The number of directors
which shall constitute the whole Board shall be four or such other number not
less than three and not more than seven as shall be designated from time to time
by resolution of the Board.
Section 3. Quorum and Manner of Acting. General Provisions. Unless the
certificate of incorporation or these bylaws require a greater number, a
majority of the total number of directors shall constitute a quorum for the
transaction of business, and the affirmative vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. When a meeting is adjourned to another time or place (whether or
not a quorum is present), notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting, the Board of Directors may transact any
business which might have been transacted at the original meeting. 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 4. Time and Place of Meetings. The Board of Directors shall hold
its meetings at such place, either within or without the State of Delaware, and
at such time as may be determined from time to time by the Board of Directors
(or the Chairman or any Co-Chairman or Vice Chairman in the absence of a
determination by the Board of Directors).
Section 5. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. In the event such annual meeting is
not so held, the annual meeting of the Board of Directors may be held at such
place either within or without the State of Delaware, on such date and at such
time as shall be specified in a notice thereof given as hereinafter provided in
Section 6 of this Article III or in a waiver of notice thereof signed by any
director who chooses to waive the requirement of notice.
Section 6. Regular Meetings. The place and time of regular meetings of the
Board of Directors shall be determined by the Board of Directors. Notice of
regular meetings of the Board of Directors shall be given to each director at
least two days before the date of the meetings.
Section 7. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman or any Co-Chairman or Vice Chairman of the Board or
the President and shall be called by the Chairman or any Co-Chairman or Vice
Chairman of the Board, the President or the Secretary on the written request of
any director. Notice of such special meeting shall be given to each director at
least two days before the date of the meeting in such manner as is reasonably
determined by the Board of Directors.
Section 8. Meetings. At annual, special or regular meetings of the Board of
Directors, each director shall be entitled to present any matter for
consideration or discussion.
Section 9. Action by Consent. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting, if all members of the Board consent thereto in writing, and the writing
or writings are filed with the minute of proceedings of the Board.
Section 10. Telephonic Meetings. Unless otherwise restricted by the
certificate of incorporation or these bylaws, members of the Board of Directors
may participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.
Section 11. Resignation. Any director may resign at any time by giving
written notice to the Board of Directors or to the Secretary of the Corporation.
The resignation of any director shall take effect upon receipt of notice thereof
or at such later time as shall be specified in such notice; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 12. Vacancies. (a) Unless otherwise provided in the certificate of
incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all the stockholders
having the right to vote as a single class may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of directors elected by such class
or classes or series thereof then in office, or by a sole remaining director so
elected, unless otherwise provided by the Certificate of Incorporation or
resolution or resolutions adopted by the Board of Directors.
(b) Each director so chosen shall hold office for a term that shall
coincide with the term of the class to which such director shall have been
elected, or until his earlier death, resignation or removal.
(c) If there are no directors in office, then an election of directors
may be held in accordance with Delaware Law.
(d) Unless otherwise provided in the certificate of incorporation,
when one or more directors shall resign from the Board, effective at a future
date, a majority of the directors then in office, including those who have so
resigned, shall have the power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in the
filling of other vacancies.
Section 13. Removal. Any director may be removed from office, with or
without cause, by the holders of not less than a majority of the total voting
power of all outstanding securities of the Corporation then entitled to vote
generally in the election of directors.
Section 14. Compensation. Unless otherwise restricted by the certificate of
incorporation or these bylaws, the Board of Directors shall have authority to
fix the compensation of directors, including fees and reimbursement of expenses.
Section 15. Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist to one or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or qualified member at any meeting
of the committee. Any such committee, to the extent provided in the resolution,
shall have and may exercise all of the powers and authority of the Board of
Directors and may authorize the seal of the Corporation to be affixed to all
papers which may require it, but no such committee shall have the power or
authority in reference to amending the certificate of incorporation (except that
a committee may, to the extent authorized in the resolution providing for the
issuance of shares of stock adopted by the Board of Directors, fix any
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation), adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
bylaws the Corporation; and, unless the resolution expressly so provides, no
such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock, or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep a record of its meetings and report the same to the
Board of Directors when requested.
ARTICLE IV
OFFICERS
Section 1. Principal Officers. The principal officers of the Company shall
be a Chief Executive Officer, a President, one or more corporate Vice
Presidents, a Treasurer and a Secretary who shall have the duty, among other
things, to record or cause to be recorded the proceedings of the meetings of
stockholders and directors in a book kept for that purpose. The Company shall
also have a Chairman, and may have one or more Co-Chairmen and one or more Vice
Chairmen. No Chairman, Co-Chairman or Vice Chairman shall be an officer of the
Company unless the resolution of the Board electing an individual to such
position expressly so designates, provided however, that no person shall serve
as both Chairman and Chief Executive Officer, except as may be necessary on an
interim basis in the event of a vacancy in the office of Chief Executive
Officer. The Company may also have such other principal officers, including one
or more Controllers, as the Board may in its discretion appoint. One person may
hold the offices and perform the duties of any two or more of said offices,
subject to the limitation in the third sentence of this Section, and except that
no one person shall hold the offices and perform the duties of President and
Secretary.
Section 2. Election, Term of Office and Renumeration. The principal
officers of the Corporation shall be elected annually by the Board of Directors
at the annual meeting thereof. Each such officer shall hold office until his
successor is elected and qualified, or until his earlier death, resignation or
removal. Any vacancy in any office shall be filled in such manner as the Board
of Directors shall determine.
Section 3. Subordinate Officers. In addition to the principal officers
enumerated in Section 1 of this Article IV, the Corporation may have one or more
non-corporate Vice Presidents, Assistant Treasurers, Assistant Secretaries and
Assistant Controllers and such other subordinate officers, agents and employees
as the Board of Directors may deem necessary, each of whom shall hold office for
such period as the Board of Directors may from time to time determine. The Board
of Directors may delegate to any principal officer the power to appoint and to
remove any such subordinate officers, agents or employees.
Section 4. Removal. Except as otherwise permitted with respect to
subordinate officers, any officer may be removed, with or without cause, at any
time, by the Board of Directors.
Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors (or to a principal officer if the Board
of Directors has delegated to such principal officer the power to appoint and to
remove such officer). The resignation of any officer shall take effect upon
receipt of notice thereof or at such later time as shall be specified in such
notice; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 6. Powers and Duties. The officers of the Corporation shall have
such powers and perform such duties incident to each of their respective offices
and such other duties as may from time to time be conferred upon or assigned to
them by the Board of Directors.
ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right to Indemnification. The Corporation shall indemnify, to
the full extent permissible under Delaware law, 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, by reason of the fact that he is or was a director or officer of
the Corporation, or while a director, officer or employee of the Corporation or
any of its wholly-owned subsidiaries is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other exercise, against expenses
(including attorneys' fees), judgments, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding.
Section 2. Payment of Expenses in Advance. Expenses incurred in defending
an action, suit or proceeding referred to in Section 1 of this Article V shall
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding in the manner and to the full extent permissible under
Delaware law upon request of any person requesting indemnification under Section
1 of this Article V.
Section 3. Procedure. On the request of any person requesting
indemnification under Section 1 of this Article V or an advance under Section 2
of this Article V, the Board of Directors or a committee thereof shall determine
whether such indemnification or advance is permissible or such determination
shall be made by independent legal counsel if the Board or committee so directs
or if the Board or committee is not empowered by statute to make such
determination.
Section 4. Other Rights. The indemnification provided by these bylaws shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any statute, 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 or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. Without limiting the generality of the
foregoing, by action of the Board of Directors (notwithstanding the interest of
its members in the transaction) the Corporation may enter into agreements with
persons indemnified under this Article V and others providing for
indemnification of and advancement of expenses to such persons by the
Corporation either under the provisions of this Article V or otherwise, and, in
the event of any conflict between the provisions of this Article V and the
provisions of any such indemnification agreement, the provisions of such
indemnification agreement shall prevail.
Section 5. Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director or officer
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, employee benefit plan 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 these bylaws.
Section 6. Effect; Benefit; Modification. The obligations of the
Corporation to indemnify and to advance expenses to a party under the provisions
of this Article V shall be in the nature of a contract between the Corporation
and each such party. No amendment or repeal of any provision of this Article V
shall alter, to the detriment of such party, the right of such party to
indemnification or the advancement of expenses with respect to any claim based
on an actual or alleged act or failure to act which took place prior to such
amendment, repeal or termination.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Fixing the Record Date. (a) In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than 60 nor less than 10 days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided that the
Board of Directors may fix a new record date for the adjourned meeting.
(b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by Delaware Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested if no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
Delaware Law, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.
(c) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors, may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
Section 2. Dividends. Subject to limitations contained in Delaware Law and
the certificate of incorporation, the Board of Directors may declare and pay
dividends upon the shares of capital stock of the Corporation, which dividends
may be paid either in cash, in property or in shares of the capital stock of the
Corporation.
Section 3. Fiscal Year. The fiscal year of the Corporation shall commence
(i) on the day after the last Saturday of the month of February in any
particular calendar year and end on the last Saturday of the month of February
of the next succeeding calendar year or (ii) as otherwise determined by the
Board of Directors.
Section 4. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.
Section 5. Voting of Stock Owned by the Corporation. The Board of Directors
may authorize any person, on behalf of the Corporation, to attend, vote at and
grant proxies to be used at any meeting of stockholders of any corporation
(except this Corporation) in which the Corporation may hold stock, and on behalf
of the Corporation to consent to any action by any such corporation without
meeting.
Section 6. Amendments. These bylaws or any of them, may be altered, amended
or repealed, or new bylaws may be made, by the stockholders entitled to vote
thereon at any annual or special meeting thereof or by the Board of Directors.