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BY-LAWS
OF
DES PLAINES RIVER ENTERTAINMENT CORPORATION
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office of the corporation in the
State of Illinois shall be located in the City of Rockdale and County of Will.
The corporation may have such other offices, either within or without the State
of Illinois, as the business of the corporation may require from time to time.
Section 2. REGISTERED OFFICE. The registered office of the corporation
required by the Illinois Business Corporation Act of 1983, as amended, to be
maintained in the State of Illinois may be, but need not be, identical with the
principal office in the State of Illinois, and the address of the registered
office may be changed from time to time by the board of directors.
ARTICLE II
SHAREHOLDERS
Section 1. ANNUAL MEETINGS. The annual meeting of the shareholders shall be
held on the fourth Wednesday in December in each year, beginning with the year
1992 at the hour of 10:00 A.M. for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. If the election of directors shall not
be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a meeting of the shareholders as soon thereafter as conveniently may be.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the chairman of the board of directors, the president, the board of
directors or the holders of not less than one-fifth of all the outstanding
shares of the corporation entitled to vote on the matter for which the meeting
is called, upon notice by such holders to the secretary of the corporation.
Section 3. INSPECTORS. At any meeting of the shareholders, the chairman of
the meeting may, or upon the request of any shareholder shall, appoint one or
more persons as inspector for such meeting. Such inspectors shall ascertain and
report the
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number of shares represented at the meeting, based upon their determination of
the validity and effect of proxies; count all votes and report the results; and
do all such other acts as are proper to conduct the election and voting with
impartiality and fairness. Each report of an inspector shall be in writing and
signed by him or her or by a majority of them if there be more than one
inspector acting at such meeting. If there is more than one inspector, the
report of a majority shall be the report of the inspectors. The report of the
inspector or inspectors on the number of shares represented at the meeting and
the results of the voting shall be prima facie evidence thereof.
Section 4. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Illinois, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of Illinois, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office of the
corporation in the State of Illinois, except as otherwise provided in Section 6
of this Article II.
Section 5. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purpose for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, or in the case of
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, the secretary or
the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his or her address as it appears on the records of the corporation, with
postage thereon prepaid.
Section 6. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall
meet at any time and place, either within or without the State of Illinois, and
consent to the holding of a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.
Section 7. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors of the corporation may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than sixty days and, for a meeting of shareholders, not
less than ten days, or in the case of a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets, not less than twenty days,
immediately preceding such meeting. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
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shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
Section 8. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or ten days before such meeting,
whichever is earlier, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of shares held by each, which list, for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the corporation and
shall be subject to inspection by any shareholder, and to copying at the
shareholder's expense, at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original share ledger or transfer book, or a duplicate thereof kept
in the State of Illinois, shall be prima facie evidence as to who are the
shareholders entitled to examine such list or shares ledger or transfer book or
to vote at any meeting of shareholders.
Section 9. QUORUM AND MANNER OF ACTING. Unless otherwise provided in the
articles of incorporation, a majority of the outstanding shares of the
corporation, entitled to vote on the matter, represented in person or by proxy,
shall constitute a quorum for consideration of such matter at any meeting of
shareholders; provided, however, that a quorum shall not consist of less than
one-third of the outstanding shares entitled to vote. If less than a quorum are
represented at said meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. If a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on a matter shall be the act of the shareholders, unless
the vote of a greater number of voting by classes is required by the Illinois
Business Corporation Act of 1983, as amended, the articles of incorporation or
these by-laws.
Section 10. PROXIES. At all meetings of shareholders, a shareholder, may
appoint a proxy to vote or otherwise act for him or her by signing an
appointment form and delivering it to the person so appointed. Such proxy shall
be filed with the secretary of the corporation before or at the time of the
meeting. No proxy shall be valid after the expiration of eleven months from the
date thereof, unless otherwise provided in the proxy.
Section 11. VOTING OF SHARES. Except as otherwise provided by the articles
of incorporation, and subject to the provisions of Section 7 of this Article II,
each outstanding share, regardless of class, shall be entitled to one vote upon
each matter submitted to vote at a meeting of shareholders.
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Section 12. VOTING OF SHARES BY CERTAIN HOLDERS.
(a) Shares of a corporation held by the corporation in a fiduciary
capacity may be voted and shall be counted in determining the total number of
outstanding shares entitled to vote at any given time.
(b) Shares registered in the name of another corporation, domestic or
foreign, may be voted by any officer, agent, proxy or other legal representative
authorized to vote such shares under the law of incorporation of such
corporation. The corporation may treat the president or other person holding the
position of chief executive officer of such other corporation as authorized to
vote such shares, together with any other person indicated and any other holder
of an office indicated by the corporate shareholder to the corporation as a
person or an office authorized to vote such shares. Such persons and offices
indicated shall be registered by the corporation on the transfer books for
shares and included in any voting list prepared in accordance with Section 8 of
these by-laws.
(c) Shares registered in the name of a deceased person, a minor ward or a
person under legal disability may be voted by his or her administrator, executor
or court appointed guardian, either in person or by proxy without a transfer of
such shares into the name of such administrator, executor or court appointed
guardian. Shares registered in the name of a trustee may be voted by him or her,
either in person or by proxy.
(d) Shares registered in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name if authority so
to do is contained in an appropriate order of the court by which such receiver
was appointed.
(e) A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Section 13. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided in
the articles of incorporation, any action required to be taken at a meeting of
the shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed (a) if five days' prior notice of the
proposed action is given in writing to all of the shareholders entitled to vote
with respect to the subject matter thereof, by the holders of outstanding shares
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 voting or (b) by all of the shareholders entitled to
vote with respect to the subject matter thereof. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous
written consent shall be given in writing to those shareholders who have not
consented in writing.
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Section 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva voce unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.
ARTICLE III
DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the direction of its board of directors.
Section 2. NUMBER TENURE AND QUALIFICATION. The number of directors of the
corporation shall be nine (9) Amended 1.7.94. Each director shall hold office
until the next annual meeting of shareholders or until his or her successor
shall have been elected and qualified. Directors need not be residents of
Illinois or shareholders of the corporation.
Section 3. ANNUAL AND REGULAR MEETINGS. The annual meeting of the board of
directors shall be held without other notice than this by-law, immediately
after, and at the same place as, the annual meeting of shareholders. The board
of directors may provide, by resolution, the time and place, either within or
without the State of Illinois, for the holding of regular meeting without other
notice than such resolution.
Section 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the chairman of the board of directors, the
president or any two directors. The person or persons authorized to call special
meetings of the board of directors may fix any place, either within or without
the State of Illinois, as the place for holding any special meeting of the
board of directors called by them.
Section 5. NOTICE. Notice of any special meeting of the board of directors
shall be given at least five (5) days prior thereto by written notice delivered
personally or mailed to each director at his or her business address, or by
telegram. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed, with postage thereon prepaid. If notice
be given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. 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 for
the express purpose of objecting to the transaction of any business presented
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any annual, regular or special meeting of
the board of directors need be specified in the notice or waiver of notice of
such meeting.
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Section 6. QUORUM AND MANNER OF ACTING. Unless a greater number is stated
in the articles of incorporation, a majority of the number of directors fixed by
these by-laws, or in the absence of a by-law fixing the number of directors, the
number stated in the articles of incorporation or named by the incorporators or,
if the corporation has a variable range board of directors, a majority of the
directors then in office, but not less than a majority of the minimum specified
for the range, shall constitute a quorum for transaction of business at any
meeting of the board of directors. If less than a quorum of directors are
present at said meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors unless the act of a greater number is required by the
articles of incorporation.
Section 7. ATTENDANCE BY COMMUNICATIONS EQUIPMENT. Unless specifically
prohibited by the articles of incorporation, members of the board of directors,
or of any committee of the board of directors, may participate in and act at any
meeting of such board or committee through the use of a conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in such a meeting shall
constitute attendance and presence in person at the meeting of the person or
persons so participating.
Section 8. VACANCIES. Any vacancy occurring in the board of directors, and
any directorship to be filled by reason of an increase in the number of
directors may be filled by election by the shareholders at an annual meeting or
at a special meeting called for the purpose.
Section 9. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action on
unless his or her dissent shall be entered in the minutes of the meeting or
unless he or she shall file his or her written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
Section 10. COMMITTEES. A majority of the board of directors may create one
or more committees and appoint members of the board to serve on the committee or
committees. Each committee shall have two or more members who serve at the
pleasure of the board. Unless the appointment of the board requires a greater
number, a majority of any committee shall constitute a quorum and a majority of
a quorum is necessary for committee action. A committee may act by unanimous
consent in writing without a meeting and, subject to the provisions of these
by-laws or action by the board, the committee by majority vote of its members
shall determine the time and place of meetings and the notice required
therefor. To the extent
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provided by the articles of incorporation, these by-laws or resolution of the
board of directors, each committee shall have and may exercise all of the
authority of the board of directories in the management of the corporation,
provided committees shall not have the authority of the board of directors to
(a) authorize distributions; (b) approve or recommend to shareholders any act
the Illinois Business Corporation Act of 1983, as amended, requires to be
approved by shareholders; (c) fill vacancies on the board or on any of its
committees; (d) elect or remove officers or fix the compensation of any member
of the committee; (e) adopt, amend or repeal the by-laws; (f) approve a plan of
merger not requiring shareholders approval; (g) authorize or approve
reacquisition of shares, except according to a general formula or method
prescribed by the board; (h) authorize or approve the issuance or sale, or
contract for sale, of shares or determine the designation and relative rights,
preferences, and limitations of a series of shares, except that the board may
direct a committee to fix the specific terms of the issuance or sale or contract
for sale or the number of shares to be allocated to particular employees under
an employee benefit plan; or (i) amend, alter, repeal, or take action
inconsistent with any resolution or action of the board of directors when the
resolution or action of the board of directors provides by its terms that it
shall not be amended, altered or repealed by action of a committee.
Section 11. INFORMAL ACTION. Unless specifically prohibited by the articles
of incorporation, any action required to be taken at a meeting of the board of
directors of the corporation, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors entitled to vote with respect to the subject
matter thereof, or by all members of such committee, as the case may be.
Section 12. REMOVAL. One or more of the directors may by removed, with or
without cause, at a meeting of shareholders by the affirmative vote of the
holders of majority of the outstanding shares then entitled to vote at an
election of directors, except: (a) no director shall be removed at a meeting of
shareholders unless the notice of such meeting shall state that a purpose of the
meeting is to vote upon the removal of one or more directors named in the notice
and only the named director or directors may be removed at such meeting, and (b)
if the corporation has cumulative voting and if less than the entire board is to
be removed, no director may be removed, with or without cause, if the votes cast
against his or her removal would be sufficient to elect him or her if then
cumulatively voted at an election of the entire board of directors, and (c) if a
director is elected by a class or series of shares, he or she may be removed
only by the shareholders of that class or series.
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ARTICLE IV
OFFICERS
Section 1. NUMBER. At its annual meeting the board of directors shall elect
a chairman of the board of directors, a president, two vice presidents, a
secretary and a treasurer and, from time to time, may elect one or more vice
presidents and such assistant secretaries, assistant treasurers and other
officers, agents and employees as its may deem proper. Any two or more offices
may be held by the same person.
Section 2. ELECTION AND TERM OF OFFICE. The elective officers of the
corporation shall be elected annually by the board of directors at its annual
meeting. If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be. Vacancies may
be filled or new offices filled at any meeting of the board of directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his or her death or until he or she shall
resign or shall have been removed in the manner hereinafter provided. Election
or appointment of an officer or agent shall not of itself create contract
rights.
Section 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of the board of
directors, if a chairman of the board of directors has been elected and is
serving, shall be the chief executive officer of the corporation and shall in
general supervise and control all of the business and affairs of the
corporation. The chairman shall preside at all meetings of the shareholders and
board of directors. He or she may sign, with the secretary or any other proper
officer of the corporation thereunto authorized, certificates for shares of the
corporation, and, when authorized by the board of directors, any deeds,
mortgages, bonds, contracts or other instruments. The chairman shall perform
such other duties as may be prescribed by the board of directors from time to
time.
Section 5. PRESIDENT. In the event that a chairman has not been elected,
then all of the duties of the chairman, subject to the restrictions set forth
in Section 4 of this Article IV with respect to the chairman, shall be performed
by the president. In the event that a chairman has been elected, the president
shall be the chief administrative officer of the corporation and shall, subject
to direction by the chairman, in general supervise and control all of the
operations of the corporation. In the absence of the chairman, the president
shall preside at all meetings of the shareholders and of the board of directors.
In the absence of the chairman or in the event of his or her inability or
refusal to act, the president shall perform the duties of the chairman and, when
so acting, shall have all the powers of and be subject to all
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the restrictions upon the chairman. The president may sign, with the secretary,
an assistant secretary or any other proper officer of the corporation thereunto
duly authorized by the board of directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts or other instruments which
the board of directors has authorized to be executed except in cases where the
execution thereof shall be expressly delegated by the board of directors or by
these by-laws to some other officer or agent of the corporation or shall be
required by law to be otherwise executed. In general, the president shall
perform all duties incident to the office of president and chief administrative
officer of the corporation and such other duties as may be prescribed from time
to time by the board of directors or the chairman.
Section 6. VICE PRESIDENTS. In the absence of the president or in the event
of his or her inability or refusal to act, the vice president (or in the event
there be more than one vice president, the vice presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, including, without
limitation, the duties of the chairman if and as assumed by the president as a
result of the absence of the chairman or his or her inability or refusal to act,
and the vice president, when so acting, shall have all of the powers and be
subject to all the restrictions upon the president. Any vice president may sign,
with the secretary or an assistant secretary, certificates for shares of the
corporation. Each vice president shall perform such other duties as from time to
time may be assigned to him or her by the chairman, the president or the board
of directors.
Section 7. TREASURER. If required by the board of directors, the treasurer
shall give a bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the board of directors shall determine. He
or she shall 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 these
by-laws. The treasurer shall 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 or her by the chairman, the president or the board of directors.
Section 8. SECRETARY. The secretary shall: (a) keep records of corporate
action, including the minutes of meetings of the shareholders and the board of
directors in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these by-law or 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 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 a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign, with the chairman, the
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president or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general, perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him or
her by the chairman, the president or the board of directors.
Section 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall, if required by the board of directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
board of directors shall determine. The assistant secretaries as thereunto
authorized by the board of directors may sign, with the chairman, the president
or a vice president, certificates for shares of the corporation, the issuance of
which shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries in general shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president, the chairman of the board or the board of
directors.
Section 10. SALARIES. The salaries of the officers of the corporation shall
be fixed from time to time by the board of directors and no officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a director of the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS,
DEPOSITS AND VOTING SECURITIES
Section 1. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.
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Section 4. 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 board of directors may
select.
Section 5. VOTING SECURITIES HELD BY THE CORPORATION. Unless otherwise
ordered by the board of directors, either the chairman or the president or, in
the event of his or her or their inability to act, the vice president having
authority under these by-laws to act in the absence of the president, shall have
full power and authority on behalf of the corporation to attend, act and vote at
any meetings of security holders of corporations in which the corporation may
hold securities, and at such meetings or otherwise shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities. The power and authority to attend, act and vote at meetings shall
include the power and authority to consent, on behalf of the corporation, with
respect to securities of other corporations held by the corporation. The board
of directors by resolution from time to time may confer like powers upon any
other person or persons.
ARTICLE VI
CERTIFICATES FOR SHARES, UNCERTIFICATED
SHARES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Unless otherwise provided in the articles of incorporation, the board
of directors may provide that some or all of any or all classes and series of
its shares shall be by uncertificated shares, provided that the foregoing shall
not apply to shares represented by certificates until such certificate is
surrendered to the corporation. Certificates shall be signed by the chairman of
the board of directors, or the president or a vice president and by the
secretary or an assistant secretary and may be sealed with the seal of the
corporation, or a facsimile of the seal, if the corporation uses a seal. If a
certificate is countersigned by a transfer agent or registrar, other than the
corporation or its employee, any other signatures or countersignatures on the
certificate may be by facsimile. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares are issued, with the number of shares and date of issue, shall be
entered on the books of the corporation. In the case of certificated shares, all
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefore
upon such terms and indemnity to the corporation as the board of directors may
prescribe. Within a reasonable time after the issuance or transfer of
uncertificated shares, the secretary of the corporation shall send to the
registered owner thereof a written notice containing the information that would
otherwise be required to be set forth or stated on certificates representing
such shares. Except as otherwise provided by law, the
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rights and obligations of the holders of uncertificated shares and the holders
of certificates representing shares of the same class and series shall be
identical.
Section 2. TRANSFERS OF SHARES. Transfers of shares of the corporation
shall be made only on the books of the corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his or her attorney thereunto authorized by power
of attorney duly executed and filed with the secretary of the corporation, and,
in the case of certificated shares, on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books
of the corporation shall be deemed the owner thereof for all purposes as regards
the corporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be determined by the board of
directors.
ARTICLE VIII
DIVIDENDS
The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its articles of incorporation.
ARTICLE IX
SEAL
The board of directors may provide a corporate seal which shall be in the
form of a circle and shall have inscribed thereon the name of the corporation
and the words, "Corporate Seal, Illinois."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these by-laws or under the provisions of the articles of incorporation or
under the provisions of the Illinois Business Corporation Act of 1983, as
amended,
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a waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XI
INTEREST OF DIRECTORS IN CERTAIN
TRANSACTIONS
If a transaction is fair to a corporation at the time it is authorized,
approved or ratified, the fact that a director of the corporation is directly or
indirectly a party to the transaction is not grounds for invalidating the
transaction. The presence of the director, who is directly or indirectly a party
to the transaction described above, or a director who is otherwise not
disinterested, may be counted in determining whether a quorum is present but
shall not be counted when the board of directors or a committee of the board
takes action on the transaction. For purposes of this Article, a director is
"indirectly" a party to a transaction if the other party to the transaction is
an entity in which the director has a material financial interest or in which
the director is an officer, director or general partner.
ARTICLE XII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. POWER TO INDEMNIFY. The corporation shall have the power to
indemnify any person who is or was a director, officer, employee or agent of the
corporation, or who 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, to the full extent permitted by law.
Section 2. LIABILITY INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or who 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 or her and incurred by such person in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify such person against such liability.
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ARTICLE XIII
AMENDMENTS
Unless specifically reserved to the shareholders by the articles of
incorporation, these by-laws may be altered, amended or repealed and new by-laws
may be adopted at any meeting of the board of directors of the corporation by a
majority vote of the directors present at the meeting or at any annual or
special meeting of the shareholders of the corporation by the affirmative vote
of the holders of a majority of the shares of the corporation represented at
such meeting in person or by proxy entitled to vote thereon.
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EMPRESS CASINO JOLIET CORPORATION
ADDENDUM TO BY-LAWS
By-Law amendments adopted: June 17, 1996
CHIEF EXECUTIVE OFFICER
SECTION 11. Subject to the direction and control of the board of directors,
the chief executive officer shall have charge of the overall business, affairs
and policies of the corporation; he shall see that the resolutions and
directions of the board of directors are carried into effect except in those
instances in which that responsibility is specifically assigned to some other
person by the board of directors from time to time. The Chief Executive Officer
may sign, with the secretary, an assistant secretary or any other officer of the
corporation thereunto duly authorized by the board of directors, certificates
for shares of the corporation, any deeds, mortgages, bonds, contracts or other
instruments which the board of directors has authorized to be executed except in
cases where the execution thereof shall be expressly delegated by the board of
directors or by these by-laws to some other officer or agent of the corporation
or shall be required by law to be otherwise executed. In general, the chief
executive officer shall perform all duties incident to the office of chief
executive officer of the corporation and such other duties as may be prescribed
from time to time by the board of directors. In the absence of the chairman, or
in the event of the chairman's inability to act, the chief executive officer
shall preside at all meetings of the shareholders and of the board of directors.
CHIEF OPERATING OFFICER
SECTION 12. The chief operating officer of the corporation shall be the
principal operating officer of the corporation and, subject to the control of
the board of directors and the president of the corporation, shall have general
and active management of the day-to-day business of the corporation. He shall
ensure that the businesses of the corporation are managed in a cohesive,
consistent and complementary manner and shall assist in the identification,
building and integration into the corporation of new business opportunities to
ensure the continued growth and development of the corporation. In the absence
of the chief executive officer and the president, the chief operating officer
shall perform the duties of and shall be vested with all the powers of the chief
executive officer and the president. The chief operating officer may sign, with
the secretary, an assistant secretary or any other officer of the corporation
thereunto duly authorized by the board of directors, any deeds, mortgages,
bonds, contracts or other instruments which the board of directors has
authorized to be executed except in cases where the execution thereof shall be
expressly delegated by the board of directors or by these by laws to some other
officer or agent of the corporation or shall be required by law to be otherwise
executed.
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CHIEF FINANCIAL OFFICER
SECTION 13. The chief financial officer of the corporation shall be the
treasurer of the corporation and shall have overall responsibility for the
management and protection of the assets of the corporation. He shall direct the
timely preparation, interpretation and dissemination of financial information
for the corporation, shall establish and maintain internal controls required to
safeguard the assets and integrity of the corporation, and shall see to timely
responses to internal and external audit recommendations. The chief financial
officer shall have overall charge and custody of and be responsible for all
funds and securities of the corporation and for the receipt and disbursement
thereof. He shall supervise the chief accounting officer of the corporation. If
required by the board of directors, the chief financial officer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the board of directors shall determine.
CHIEF LEGAL OFFICER
SECTION 14. The chief legal officer, subject to the control of the chief
executive officer and the president of the corporation, shall supervise and
control the legal matters of the corporation. He shall be a licensed attorney in
good standing and shall be responsible for providing and coordinating expert
legal advise in connection with the laws and regulations governing the business
of the corporation. He shall be the general supervisor of all employees of the
corporation who deal with legal matters.