Exhibit 3.2
BYLAWS
OF
UNISTAR GAMING CORP.
(A Delaware Corporation)
ARTICLE I
Offices
SECTION 1. Registered office. The registered office of the Corporation in
the State of Delaware shall be in the City of Dover, County of Kent.
SECTION 2. Additional offices. The Corporation may also have offices and
places of business at such other places, within and outside of the State of
Delaware, as the Board of Directors (the "Board") may from time to time
determine.
ARTICLE II
Meetings of Stockholders
SECTION 1. Place of meetings. All annual and special meetings of
stockholders shall be held at such place, within or outside of the State of
Delaware, as shall be designated from time to time by the Board and stated in
the notice of the meeting.
SECTION 2. Annual meetings. All regular meetings of the stockholders of
the Corporation for the election of Directors or for any purpose shall be held
annually (i) on the fourth Friday in April if not a legal holiday (and if a
legal holiday, then on the first day following that is not a legal holiday) at
10:00 A.M.; or (ii) at such other date and time as the Board may determine.
SECTION 3. Special meetings. Special meetings of the stockholders of the
Corporation for any purpose or purposes may be called only by the Chairman and
shall be called by the Secretary at the written request of a majority of the
total number of Directors of the Corporation would have if there were no
vacancies (the "Whole Board").
SECTION 4. Conduct of meetings. The Chairman or, in his or her absence,
the President or, in his or her absence, such person as may be designated by the
Board of Directors, shall call to order any meeting of the stockholders and act
as chairman of the meeting. Subject to Sections 13 and 14 of this Article II,
annual and special meetings of the stockholders shall be conducted in accordance
with the customary practices and procedures as determined by the chairman at the
meeting.
SECTION 5. Notice of meetings. Written notice of every meeting of the
stockholders, stating 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,
shall be given not less than 10 nor more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of the officer
calling the meeting, to each stockholder entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the mail,
postage prepaid, addressed to the stockholder at his or her address as it
appears on the stock transfer books or records of the Corporation as of the
record date prescribed in Section 6 of this Article II. When any stockholders'
meeting, either annual or special, is adjourned for 30 days or more or if a new
record date is fixed, notice of the adjourned meeting shall be given as in the
case of an original meeting. It shall not be necessary to give notice of the
time and place of any meeting adjourned for less than 30 days or the business to
be transacted at such adjourned meeting, other than an announcement at the
meeting at which such adjournment is taken. Any previously scheduled meeting of
the stockholders may be postponed and any special meeting of the stockholders
may be canceled, by resolution of the Board of Directors upon public notice
given prior to the date previously scheduled for such meeting of stockholders.
SECTION 6. Fixing of record date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or in order to make a determination of stockholders for any other purpose, the
Board shall fix in advance a date as the record date for any such determination
of stockholders. Such date in any case shall be not more than 60 days and, in
case of a meeting of stockholders, not less than 10 days prior to, the date on
which the particular action requiring such determination of stockholders is to
be taken. When a determination of stockholders entitled to vote at any meeting
of stockholders has been made as provided in this Section 6, such determination
shall also apply to any adjournment of such meeting unless the Board, at its
discretion, fixes a new record date for the adjourned meeting.
SECTION 7. Voting lists.
(a) At least 10 days before each meeting of the stockholders, the officer
or agent having charge of the stock transfer books for shares of the Corporation
shall make a complete list of the stockholders entitled to vote at such meeting
or any adjournment thereof, arranged in alphabetical order with the address and
the number of shares held by each. This list of stockholders shall be open to
inspection by any stockholder, for any lawful purpose germane to such meeting,
at any time during usual business hours for a period of 10 days prior to such
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection by any stockholder during the entire time of the meeting.
(b) The Corporation may require any stockholder making a request for
inspection of the list of stockholders entitled to vote at a meeting to provide
a written representation as to the purpose for such request in order that the
Corporation may determine whether such purpose is lawful and germane to such
meeting. Such written representation shall also state that the list of
stockholders shall not be used for any purpose other than the purpose set forth
therein.
(c) No stockholder who inspects the Corporation's list of stockholders
pursuant to this Section 7 or otherwise shall have the right to make copies or
prepare extracts of such list (unless and only to the extent the Corporation is
required by applicable law to allow the making of such copies or the preparation
of such extracts).
SECTION 8. Quorum. Except as may otherwise be required by law or the
Certificate of Incorporation, a majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without notice other than
announcement at the meeting. At such adjourned meeting at which a quorum shall
be present or represented, any business shall be transacted that might have been
transacted at the meeting as originally notified. The stockholders who are
present at a duly convened meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.
SECTION 9. Proxies. At all meetings of stockholders, a stockholder may
vote by proxy in accordance with the applicable provisions of the General
Corporation Law of the State of Delaware.
SECTION 10. Voting. When a quorum is present at any meeting, unless the
question is one upon which pursuant to applicable law, the Certificate of
Incorporation, a certificate of designation of any series of preferred stock or
these By-Laws a different vote is required (in which case such express provision
shall govern and control the decision of such question), (i) a plurality of the
votes cast shall elect directors, and (ii) the vote of a majority of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the matter shall decide any question properly brought before such meeting.
SECTION 11. Nominations.
(a) No nominations for Directors except those made by the Board shall be
voted upon at an annual or special meeting of stockholders other than
nominations made by any stockholder entitled to vote in the election of
Directors who gives timely written notice of such stockholder's intent to make
such nomination or nominations, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation:
(1) with respect to an election to be held at an annual meeting of
stockholders, not less than 70 days nor more than 90 days in advance
of the first anniversary of the previous year's annual meeting of
stockholders; provided however, that in the event that the date of
the annual meeting is advanced by more than 20 days, or delayed by
more than 70 days, from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the
ninetieth day prior to such annual meeting and not later than the
close of business on the later of the seventieth day prior to such
annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made; and
(2) with respect to an election to be held at a special meeting of
stockholders for the election of Directors, not later than the close
of business on the tenth day following the day on which notice of
such meeting is first given to stockholders.
Each such notice of a stockholder's intent to make such nomination or
nominations shall set forth:
(1) the name and address of the stockholder who intends to make the
nomination or nominations and of the person or persons to be
nominated;
(2) a representation that the stockholder is a holder of record of stock
of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person
or persons specified in the notice, and a statement of the number of
shares owned by such stockholder, beneficially and of record;
(3) a description of all arrangements or understandings between such
stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or
nominations is or are to be made by the stockholder;
(4) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated or intended to be
nominated by the Board of Directors; and
(5) the written consent of each nominee to serve as a Director of the
Corporation if elected
The presiding officer of any meeting of the stockholders may refuse to
acknowledge the nomination of any person if not made in compliance with these
By-laws. Ballots bearing the names of all the persons so nominated by the Board
and by stockholders shall be provided for use at the annual meeting.
(b) No stockholder nomination for director shall be acknowledged at a
meeting of stockholders unless the stockholder who gave written notice of his or
her intent to make such nomination is present in person or by proxy at such
meeting and makes the nomination.
SECTION 12. New business.
(a) The Board or any stockholder may make a proposal to be acted upon at
an annual meeting of stockholders, provided that any such proposal by a
stockholder is made in writing and delivered either by personal delivery or by
United States mail, postage prepaid, to the secretary of the Corporation not
less than 70 days nor more than 90 days in advance of the first anniversary of
the previous year's annual meeting of stockholders.
Each such stockholder proposal must set forth:
(1) the name and address of the stockholder making the proposal;
(2) a representation that the stockholder is a holder of record of stock
of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to move such proposal;
(3) a brief description of the proposal to be made; and
(4) a description of any material interest (other than proportionally as
a stockholder) of such stockholder in such proposal.
(b) Any such proposal may be deemed out of order and need not be
discussed, considered, acted or voted upon or laid over for action at any
meeting of stockholders if the Chairman (or such other officer of the
Corporation who shall preside at the relevant meeting of stockholders)
determines that such proposal was not delivered in compliance with these By-laws
on that such proposal deals with or relates to:
(1) any action or matter that, if taken or effectuated by the
Corporation, would be in violation of, or contrary to, any
applicable law or regulation or would result in a breach or
violation by the Corporation or any contractual obligation;
(2) any action or matter that is impossible or beyond the Corporation's
power to take or effectuate;
(3) any action or matter that is not a proper subject for action by the
stockholders of the Corporation;
(4) any action or matter involving or relating to the conduct of the
ordinary business of the company;
(5) any action or matter that is substantially duplicative of any
business or proposal that is to be considered at such meeting of
stockholders;
(6) any action or matter that has been rendered moot; or
(7) the redress of a personal claim or grievance against the Corporation
or any other person or entity, or any action or matter that is
designated to result in a benefit to the stockholder or to further a
personal interest, which benefit or interest is not shared with the
other stockholders of the Corporation at large.
(c) No proposal from a stockholder shall be discussed, considered, acted
or voted upon or laid over for action at an annual or other meeting of
stockholders unless such stockholder is present in person or by proxy at such
annual or other meeting of stockholders.
(d) Only such business shall be acted upon at a special meeting of the
stockholders as shall have been brought before the meeting pursuant to a notice
of meeting which is given pursuant to the provisions of Section 5 of this
Article II.
SECTION 13. Compliance with Other Provisions. Notwithstanding the
provisions of Sections 11 and 12 hereof, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations thereunder, with respect to
the matters set forth in said Sections 11 and 12. Nothing contained herein shall
be deemed to affect any rights of stockholders to request inclusion of proposals
in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act.
SECTION 14. Inspectors of Election. The Board of Directors by resolution
shall appoint one or more inspectors, which inspector or inspectors may include
individuals who serve the Corporation in other capacities, including, without
limitation, as officers, employees, agents or representatives, to act at the
meetings of stockholders and make a written report thereof. One or more persons
may be designated as alternative inspectors to replace any inspector who fails
to act. If no inspector or alternate has been appointed to act or is able to act
at a meeting of stockholders, the chairman of the meeting shall appoint one or
more inspectors to act at the meeting. Each inspector, before discharging his or
her duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall have the duties prescribed by the General
Corporation Law of the State of Delaware.
ARTICLE III
Board of Directors
SECTION 1. General powers. The business and affairs of the Corporation
shall be under the direction of its Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by law or by the Certificate of Incorporation or these Bylaws directed or
required to be exercised or done by the stockholders.
SECTION 2. Regular meetings. Regular meetings of the Board of Directors
may be held at such times and places as the Board shall from time to time
determine and no further notice shall be required to be given. By action of the
Board at any meeting, or with the written consent of the majority of the
Directors at the time in office, any regular meeting may be omitted.
SECTION 3. Special meetings. Special meetings may be called by the
Chairman on at least 24 hours' notice to each Director. Special meetings shall
be called by the Secretary on like notice within 5 days after receipt of the
written request of a majority of the Directors then in office. The persons
authorized to call special meetings of the Board may fix any place as the place
for holding any special meeting of the Board.
SECTION 4. Notice. Notice of any special meeting of Directors shall be
given to each Director at his business or residence in writing by hand delivery,
first-class or overnight mail or courier service, telegram, or facsimile
transmission, or orally by telephone. If mailed by first-class mail, such notice
shall be deemed adequately delivered when deposited in the United States mails
so addressed, with postage thereon prepaid, at least 4 days before such meeting.
If by telegram, overnight mail or courier service, such notice shall be deemed
adequately delivered when the telegram is delivered to the telegraph company, or
the notice is delivered to the overnight mail or courier service company, at
least 24 hours before such meeting. If by facsimile transmission, such notice
shall be deemed adequately delivered when the notice is transmitted at least 24
hours before such meeting. If by telephone or by hand delivery, the notice shall
be given at least 24 hours prior to the time set for the meeting.
Any Director may waive notice of any meeting by a writing filed with the
Secretary. The attendance of a Director at a 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 because the
meeting is not lawfully called or convened. Subject to the provisions of Article
XII, neither the business to be transacted at, nor the purpose of, any meeting
of the Board need be specified in the notice or waiver of notice of such
meeting.
SECTION 5. Quorum.
(a) A majority of the Directors then in office shall constitute a quorum
for the transaction of business at any meeting of the Board, but if less than
such majority is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given in the manner prescribed by Section 4 of this Article III. The Directors
present at a duly convened meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough Directors to leave less
than a quorum.
SECTION 6. Manner of acting. 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,
unless a greater number is prescribed by law, the Certificate of Incorporation
or these Bylaws.
SECTION 7. Action without a meeting. Any action required or permitted to
be taken by the Board or any committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by
all the members of the Board or of such committee.
SECTION 8. Conference Telephone Meetings. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee 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 at such meeting.
SECTION 9. Resignation. Any Director may resign from the Board or any
committee at any time by sending a written notice of such resignation to the
Corporation addressed to the Chairman or the Chief Executive Officer. Unless
otherwise specified in such notice, such resignation shall take effect upon
receipt by the Chairman or the Chief Executive Officer.
SECTION 10. Compensation. Directors, as such, may receive a stated salary
for their services and/or a reasonable fixed sum, and reasonable expenses of
attendance, if any, may be allowed for actual attendance at each regular or
special meeting of the Board or any committee of the Board. No such salary or
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation for his or her services.
SECTION 11. Removal of Directors. Except as may be otherwise required by
law or provided in a certificate of designation of any series of preferred
stock, any Director may be removed from office at any time, but only for cause
and only by a vote of the holders of a majority of the shares then entitled to
vote at an election of Directors.
ARTICLE IV
Committees of the Board
SECTION 1. Executive Committee. The Board of Directors may, by resolution
adopted by the affirmative vote of a majority of the Whole Board, designate 3 or
more of its members to constitute an Executive Committee. Except as may be
limited by the applicable provisions of law, the Executive Committee shall have
and may exercise all of the powers and authority of the Board in the management
of the business and affairs of the Corporation, including, without limitation,
the power and authority to declare a dividend, to authorize the issuance of
stock, to adopt a certificate of ownership and merger, and to indemnify
directors, and may authorize the seal of the Corporation to be affixed to all
papers which may require it, except that the Executive Committee shall not have
the power or authority to fill vacancies on the Board or on any committee of the
Board, including the Executive Committee. The Executive Committee shall serve at
the pleasure of the Board.
SECTION 2. Other Committees. The Board may, by resolution adopted by the
Whole Board, designate one or more other committees. Each such committee shall
consist of one or more of the Directors of the Corporation as shall be
designated by a majority of the Whole Board and shall have such lawfully
delegable powers and duties as the Board may confer. Each such committee shall
serve at the pleasure of the Board. Except as otherwise provided by law, any
such committee shall have and may exercise all of the powers and authority which
are specified in the designating resolution.
SECTION 3. Manner of Acting. Unless otherwise prescribed by the Board, a
majority of the members of the Executive Committee or any other committee shall
constitute a quorum for the transaction of business, and the act of a majority
of the members present at a meeting at which there is a quorum shall be the act
of the Executive Committee or such other committee. The Executive Committee and
each such other committee may prescribe its own rules for calling and holding
meetings and its method of procedure, subject to any rules prescribed by the
Board, and shall keep a written record of all actions taken by it.
ARTICLE V
Waivers of Notice
SECTION 1. Waivers. Whenever any notice is required to be given by law or
under the provisions of the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time of the event for which notice is to be
given, shall be deemed equivalent to such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.
ARTICLE VI
Officers
SECTION 1. Positions. The officers of the Corporation shall be a Chairman,
a President, a Secretary and a Treasurer, each of whom shall be elected by the
Board. The Board may also elect one or more Vice Chairmen and/or Vice Presidents
and such other officers as the business of the Corporation may require. The
officers shall have such authority and perform such duties as the Board may from
time to time authorize or determine. In the absence of action by the Board, the
officers shall have such powers or duties as generally pertain to their
respective offices, subject to the specific provisions of this Article VI. Any
number of offices may be held by the same person.
SECTION 2. Election and term of office. The officers of the Corporation
shall be elected by the Board. Each officer shall hold office until a successor
shall have been duly elected and qualified or until the officer's death,
resignation or removal.
SECTION 3. Removal. Any officer may be removed by the Board (with or
without cause) whenever, in its judgment, the best interests of the Corporation
will be served thereby, but such removal, other than for cause, shall be without
prejudice to the rights, if any, of the person so removed under any employment
contract.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board.
SECTION 5. Remuneration. The remuneration of officers shall be fixed from
time to time by the Board.
SECTION 6. Duties of officers.
(a) The Chairman. The Chairman shall be the Chief Executive Officer of the
Corporation if he or she is so designated by the Board. The Chairman shall
preside at all meetings of the Board and at all meetings of the stockholders.
The Chairman shall have such other duties as may be assigned to him or her from
time to time by the Board.
(b) The President. The President shall be the Chief Operating Officer of
the Corporation if so designated by the Board. The President shall also perform
such other duties as may, from time to time, be assigned to him or her by the
Board or the Chairman.
(c) Secretary. The Secretary shall attend all meetings of the Board and
the stockholders as he or she may be requested by the Board to attend, and
record (or cause to be recorded) all votes and the minutes of all proceedings in
books to be kept for that purpose, and shall perform like duties for the
committees when required. He or she shall give, or cause to be given, notice of
all meetings of the stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board, the Chairman or the
President, under whose supervision he or she shall act. He or she shall keep in
safe custody the seal of the Corporation and, when authorized by the Board,
affix the seal to any instrument requiring it and, when so affixed, it shall be
attested by his or her signature or by the signature of the Treasurer or any
Assistant Secretary or Assistant Treasurer. He or she shall keep the minutes of
such meetings, and shall have such powers and perform such duties as usually
pertain to the office of Secretary. He or she shall also perform such other
duties as may from time to time be assigned to him or her by the Board or the
Chairman.
(d) Treasurer. The Treasurer, subject to the approval of the Board shall
have the management of the cash and securities of the Corporation and shall
perform all acts incident to the position of Treasurer and such other duties as
may from time to time be assigned to him or her by the Board or the Chairman.
(e) Other Officers. All other officers shall have such powers and perform
such duties as may be assigned to them by the Board or the Chief Executive
Officer.
ARTICLE VII
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts. To the extent permitted by law, and except as
otherwise prescribed by these Bylaws with respect to certificates for shares,
the Board may authorize any officer, employee or agent of the Corporation to
enter into any contract or loan, or to execute and deliver any instrument in the
name of and on behalf of the Corporation. Such authority may be general or
limited to specific instances.
SECTION 2. 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 one or more officers, employees or agents of
the Corporation in such manner as shall from time to time be determined by the
Board.
SECTION 3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in any of
its duly authorized depositories as the Board may select.
ARTICLE VIII
Certificates for Shares and Their Transfer
SECTION 1. Transfer of Shares. The interest of each stockholder of the
corporation shall be evidenced by certificates for shares of stock in such form
as the appropriate officers of the Corporation may from time to time prescribe.
The shares of the stock of the Corporation shall be transferred on the books of
the Corporation by the holder thereof in person or by his attorney, upon
surrender for cancellation of certificates for the same number of shares, with
an assignment and power of transfer endorsed thereon or attached thereto, duly
executed, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require.
SECTION 2. Certificates for Shares. The certificates of stock shall be
signed, countersigned and registered in such manner as the Board may by
resolution prescribe, which resolution may permit all or any of the signatures
on such certificates to be in facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.
SECTION 3. Registered stockholders. The person in whose name shares of
capital stock stand on the books of the Corporation shall be deemed by the
Corporation to be the owner of such shares for all purposes.
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall end on December 31 of each year.
ARTICLE X
Dividends and Reserve
SECTION 1. Dividends. Subject to applicable law and the terms of the
Certificate of Incorporation and any certificate of designation with respect to
a series of preferred stock, the Board may, from time to time, declare, and the
Corporation may pay, dividends on its outstanding shares of capital stock. Such
dividends may be paid in cash, in property, or in shares of the capital stock of
the Corporation.
ARTICLE XI
Corporate Seal
The Board of Directors shall adopt a corporate seal and use the same by
causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.
ARTICLE XII
Amendments
These Bylaws may be amended, added to, rescinded or repealed at any
meeting of the Board or of the stockholders, provided that notice of the
proposed change was given in the notice of the meeting.