EXHIBIT 3.8
BY-LAWS
OF
HOLLYWOOD PARK FOOD SERVICES, INC.
(FNA: WILLIAMS & SONS CATERING COMPANY, INC.
AND
EPICUREAN, INC.)
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office for the transaction of
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the business of the corporation is hereby located at 1050 South Prairie in the
City of Inglewood, County of Los Angeles, State of California. The board of
directors is hereby granted full power and authority to change said principal
office from one location to another in said County.
SECTION 2. OTHER OFFICES. Branch or subordinate offices may at any time
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be established by the board of directors at any place or places where the
corporation is qualified to do business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All annual meetings of shareholders and all
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other meetings of shareholders shall be held either at the principal office of
the corporation or at any other place within or without the State of California
which may be designated either by the board of directors pursuant to authority
hereinafter granted to said board, or by the written consent of all shareholders
entitled to vote thereat, given either before or after the meeting and filed
with the secretary of the corporation.
SECTION 2. ANNUAL MEETINGS. The annual meetings of shareholders shall be
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held on second Thursday in May in each year at 2:30 o'clock P.M. of said day;
provided, however, that should said day fall upon a legal holiday, then any such
annual meeting of shareholders shall be held at the same time and place of the
next day thereafter ensuing which is not a legal holiday. At such meetings
directors shall be elected, reports of the affairs of the corporation shall be
considered, and any other business may be transacted which is within the power
of the shareholders.
Written notice of each annual meeting shall be given to each shareholder
entitled to vote, either personally or by mail or other means of written
communication, charges prepaid, addressed to such shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
the purpose of notice. If a shareholder gives no address, notice shall be
deemed to have been given if sent by mail or other means of written
communication addressed to the place where the principal office of the
corporation is situated, or if published at least once in some newspaper of
general circulation in the County in which said office is located. All such
notices shall be sent to each shareholder entitled thereto not less than ten
(10) days nor more than fifty (50) days before each annual meeting, and shall
specify the place, the day and the hour of such meeting, and shall state such
other matters, if any, as may be expressly required by statute.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders, for
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any purpose or purposes whatsoever, may be called at any time by the president
or by the board of directors, or by one or more shareholders holding not less
than one-fifth of the voting power of the corporation. Except in special cases
where other express provision is made by statute, notice of such special
meetings shall be given in the same manner as for annual meetings of
shareholders. Notices of any special meeting shall specify in addition to the
place, day and hour of such meeting, the general nature of the business to be
transacted.
SECTION 4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders'
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meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but in the absence
of a quorum no other business may be transacted at such meeting, except as
provided in Section 6 of Article I.
When any shareholders' meeting, either annual or special, is adjourned for
thirty (30) days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting. Save as aforesaid, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting, other than by announcement at the meeting at which such
adjournment is taken.
SECTION 5. VOTING. Unless a record date for voting purposes be fixed as
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provided in Section 1 of Article V of these By-laws, then, but subject to the
provisions of Sections 2218 to 2223 inclusive of the California General
Corporation Law, only persons in whose names shares entitled to vote stand on
the stock records of the corporation on the day three (3) days prior to any
meeting of shareholders shall be entitled to vote at such meeting. Such vote
may be viva voce or by
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ballot; provided, however, that all elections for directors must be by ballot
upon demand made by a shareholder at any election and before the voting begins.
Every shareholder entitled to vote at any election for directors shall have the
right to cumulate his votes and give one candidate a number of votes equal to
the number of directors to be elected multiplied by the number of votes to which
his shares are entitled, or to distribute his votes on the same principle among
as many candidates as he shall think fit. The candidates receiving the highest
number of votes up to the number of directors to be elected shall be elected.
SECTION 6. QUORUM. The presence in person or by proxy of persons entitled
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to vote a majority of the voting shares at any meeting shall constitute a quorum
for the transaction of business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
SECTION 7. CONSENT OF ABSENTEES. The transactions of any meeting of
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shareholders, either annual or special, however called and noticed, shall be as
valid as though had at a meeting duly held after regular call and notice, if a
quorum be present either in person or by proxy, and if, either before or after
the meeting, each of the shareholders entitled to vote, not present in person or
by proxy, signs a written waiver of notice, or a consent to the holding of such
meeting, or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
SECTION 8. ACTION WITHOUT MEETING. Any action which, under any provision
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of the California General Corporation Law, may be taken at a meeting of the
shareholders, may be taken without a meeting if authorized by a writing signed
by all of the persons who would be entitled to vote upon such action at a
meeting, and filed with the secretary of the corporation.
SECTION 9. PROXIES. Every person entitled to vote or execute consents
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shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his duly authorized
agent and filed with the secretary of the corporation; provided that no such
proxy shall be valid after the expiration of eleven (11) months from the date of
its execution, unless the person executing it specified therein the length of
time for which such proxy is to continue in force, which in no case shall exceed
seven (7) years from the date of its execution.
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ARTICLE III
DIRECTORS
SECTION 1. POWERS. Subject to limitations of the articles of
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incorporation, of the By-laws, and of the California General Corporation Law as
to action which shall be authorized or approved by the shareholders, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be controlled by, the board of
directors. Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors shall have the
following powers, to wit:
First - To select and remove all the officers, agents, and employees of the
corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the articles of incorporation or the By-laws, fix
their compensation, and require from them security for faithful service.
Second - To conduct, manage and control the affairs and business of the
corporation, and to make such rules and regulations therefor not inconsistent
with law, or with the articles of incorporation or the By-laws, as they may deem
best.
Third - To change the principal office for the transaction of the business
of the corporation from one location to another within the same County as
provided in Article I, Section 1, hereof; to fix and locate from time to time
one or more subsidiary offices of the corporation within or without the State of
California for the holding of any shareholders' meeting or meetings; and to
adopt, make and use a corporate seal, and to prescribe the forms of certificates
of stock, and to alter the form of such seal and of such certificates from time
to time, as in their judgment they may deem best, provided such seal and such
certificate shall at all times comply with the provisions of law.
Fourth - To authorize the issue of shares of stock of the corporation from
time to time, upon such terms and for such considerations as may be lawful.
Fifth - To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor.
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Sixth - To appoint an executive committee and other committees, and to
delegate to the executive committee any of the powers and authority of the board
in the management of the business and affairs of the corporation, except the
power to declare dividends and to adopt, amend or repeal By-laws. The executive
committee shall be composed of two or more directors.
SECTION 2. NUMBER OF DIRECTORS. Amended by resolution of the sole
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shareholder 08/10/92.
SECTION 3. ELECTION AND TERM OF OFFICE. The directors shall be elected at
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each annual meeting of shareholders, but if any such annual meeting is not held,
or the directors are not elected thereat, the directors may be elected at any
special meeting of shareholders held for that purpose. All directors shall hold
office until their respective successors are elected.
SECTION 4. VACANCIES. Vacancies in the board of directors may be filled
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by a majority of the remaining directors, though less than a quorum, or by a
sole remaining director, and each director so elected shall hold office until
his death, resignation or removal, or until his successor is elected at an
annual or a special meeting of the shareholders.
A vacancy or vacancies in the board of directors shall be deemed to exist
in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the shareholders fail at any
annual or special meeting of shareholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.
The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the board of directors
accepts the resignation of a director tendered to take effect at a future time,
the board or the shareholders shall have power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
SECTION 5. PLACE OF MEETING. Regular meetings of the board of directors
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shall be held at any place within or without the State of California which has
been designated from time to time by resolution of the board or by written
consent of all members of the board. In the absence of such designation regular
meetings shall be held at the principal office of the corporation. Special
meetings of the board may
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be held either at a place so designated or at the principal office of the
corporation.
SECTION 6. ORGANIZATION MEETING. Immediately following each annual
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meeting of shareholders, the board of directors shall hold a regular meeting for
the purpose of organization, election of officers, and the transaction of other
business. Notice of such meeting is hereby dispensed with.
SECTION 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of
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directors shall be held without call at such time as the board of directors may
from time to time designate; provided, however, should said day fall upon a
legal holiday, then said meeting shall be held at the same time on the next day
thereafter ensuing which is not a legal holiday. Notice of all such regular
meetings of the board of directors is hereby dispensed with.
SECTION 8. SPECIAL MEETINGS. Special meetings of the board of directors
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for any purpose or purposes shall be called at any time by the president or, if
he is absent or unable or refuses to act, by any vice-president or by any two
directors.
Written notice of the time and place of special meetings shall be delivered
personally to each director, or sent to each director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as it
is shown upon the records of the corporation, or, if it is not so shown on such
records or is not readily ascertainable, at the place in which the meeting of
the directors are regularly held. In case such notice is mailed or telegraphed,
it shall be deposited in the United States mail or delivered to the telegraph
company in the County in which the principal office of the corporation is
located at least forty-eight (48) hours prior to the time of the holding of the
meeting. In case such notice is delivered personally as above provided, it
shall be so delivered at least twenty-four (24) hours prior to the time of the
holding of the meeting. Such mailing, telegraphing or delivery as above
provided shall be due, legal and personal notice to such director.
SECTION 9. WAIVER OF NOTICE. The transactions of any meeting of the board
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of directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum be
present, and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
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SECTION 10. QUORUM. A majority of the authorized number of directors
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shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the board of directors, unless a
greater number be required by law or by the articles of incorporation.
SECTION 11. ADJOURNMENT. A quorum of the directors may adjourn any
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directors meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the board.
SECTION 12. NOTICE OF ADJOURNMENT. Notice of the time and place of
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holding an adjourned meeting need not be given to absent directors if the time
and place be fixed at the meeting adjourned.
SECTION 13. ACTION WITHOUT MEETING. Any action required or permitted to
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be taken by the board of directors under any provision of the California General
Corporation Law may be taken without a meeting if all members of the board shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
board. Such action by written consent shall have the same force and effect as a
unanimous vote of such directors.
SECTION 14. FEES AND COMPENSATION. Directors shall not receive any stated
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salary for their services as directors, but, by resolution of the board, a fixed
fee, with or without expenses of attendance, may be allowed one or more of the
directors for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee, or otherwise, and receiving
compensation therefor.
SECTION 15. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.
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(a) When a person is sued, either alone or with others, because he is
or was a director, officer, or employee of the corporation, in any proceeding
(whether brought by the corporation, its receiver, its trustee, one or more of
its shareholders or creditors, any governmental body, any public official, or
any private person or corporation, domestic or foreign) arising out of his
alleged misfeasance or nonfeasance in the performance of his duties or out of
any alleged wrongful act against the corporation or by the corporation, he may
be indemnified for his reasonable expenses, including
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attorneys' fees incurred in the defense of the proceeding, if both of the
following conditions exist:
(1) The person sued is successful in whole or in part, or the
proceeding against him is settled with the approval of the
court.
(2) The court finds that his conduct fairly and equitably merits
such indemnity.
The amount of such indemnity may be assessed against the corporation, its
receiver, or its trustee, by the court in the same or in a separate proceeding
and shall be so much of the expenses, including attorneys' fees incurred in the
defense of the proceeding, as the court determines and finds to be reasonable.
Application for such indemnity may be made either by a person sued or by the
attorney or other person rendering services to him in connection with the
defense, and the court may order fees and expenses to be paid directly to the
attorney or other person, although he is not a party to the proceeding. Notice
of the application for such indemnity shall be served upon the corporation, its
receiver, or its trustee, and upon the plaintiff and other parties to the
proceeding. The court may order notice to be given also to the shareholders in
the manner provided elsewhere in these By-laws for giving notice of
shareholders' meetings, in such form as the court directs.
(b) Notwithstanding the provisions of Subsection (a) of this Section
15, the board of directors may authorize the corporation to pay expenses
incurred by, or to satisfy a judgment or fine rendered or levied against, a
present or former director, officer or employee of the corporation in an action
brought by a third party against such person (whether or not the corporation is
joined as a party defendant) to impose a liability or penalty on such person for
an act alleged to have been committed by such person while a director, officer
or employee, or by the corporation, or by both; provided, the board of directors
determines in good faith that such director, officer or employee was acting in
good faith within what he reasonably believed to be the scope of his employment
or authority and for a purpose which he reasonably believed to be in the best
interests of the corporation or its shareholders. Payments authorized hereunder
include amounts paid and expenses incurred in settling any such action or
threatened action. This Subsection (b) does not apply to any action instituted
or maintained in the right of the corporation by a shareholder or holder of a
voting trust certificate representing shares of the corporation.
(c) The provisions of this Section 15 shall apply to the estate,
executor, administrator, heirs, legatees or devisees of a director, officer or
employee, and the term
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"person" where used in the foregoing Subsections of this Section 15 shall
include the estate, executor, administrator, heirs, legatees or devisees of such
person.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation shall be a
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president, a vice-president, a secretary and a treasurer. The corporation may
also have, at the discretion of the board of directors, a chairman of the board,
one or more additional vice-presidents, one or more assistant secretaries and
one or more assistant treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article IV. One person may
hold two or more offices, except those of president and secretary.
SECTION 2. ELECTION. The officers of the corporation, except such
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officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article IV, shall be chosen annually by the board of
directors, and each shall hold his office until he shall resign or shall be
removed or otherwise disqualified to serve, or his successor shall be elected
and qualified.
SECTION 3. SUBORDINATE OFFICERS, ETC. The board of directors may appoint
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such other officers as the business of the corporation may require, each of whom
shall have such authority and perform such duties as are provided in these By-
laws or as the board of directors may from time to time specify, and shall hold
office until he shall resign or shall be removed or otherwise disqualified to
serve.
SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed, either
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with or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the board, or, except in case of an officer
chosen by the board of directors, by any officer upon whom such power of removal
may be conferred by the board of directors.
Any officer may resign at any time by giving written notice to the board of
directors or to the president, or to the secretary of the corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignations shall not be necessary to make it effective.
SECTION 5. VACANCIES. A vacancy in any office because of death,
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resignation, removal, disqualification or any other
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cause shall be filled in the manner prescribed in the By-laws for regular
appointments to such office.
SECTION 6. CHAIRMAN OF THE BOARD. The chairman of the board, if there
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shall be such an officer, shall, if present, preside at all meetings of the
board of directors, and exercise and perform such other powers and duties as may
be from time to time assigned to him by the board of directors or prescribed by
these By-laws.
SECTION 7. PRESIDENT. Subject to such supervisory powers, if any, as may
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be given by the board of directors to the chairman of the board, if there be
such an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and, in the
absence of the chairman of the board, at all meetings of the board of directors.
He shall be ex officio a member of all the standing committees, including the
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executive committee, if any, and shall have the general powers and duties of
management usually vested in the office of the president of a corporation, and
shall have such other powers and duties as may be prescribed by the board of
directors or these By-laws.
SECTION 8. VICE PRESIDENT. In the absence or disability of the president,
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the vice-presidents in order of their rank as fixed by the board of directors,
or if not ranked, the vice president designated by the board of directors, shall
perform all the duties of the president, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president. The vice
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of directors
or these By-laws.
SECTION 9. SECRETARY. The secretary shall keep, or cause to be kept, a
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book of minutes at the principal office or such other place as the board of
directors may order, of all meetings of directors and shareholders, with the
time and place of holding, whether regular or special, and if special, how
authorized, the notice thereof given, the names of those present at directors'
meetings, the number of shares present or represented at shareholders' meetings
and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal office or
at the office of the corporation's transfer agent, a share register, or a
duplicate share register, showing the names of the shareholders and their
addresses; the number and classes of shares held by each; the number and date of
certificates issued for the same; and the
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number and date of cancellation of every certificate surrendered for
cancellation.
The secretary shall give, or cause to be given, notice of all the meetings
of the shareholders and of the board of directors required by these By-laws or
by law to be given, and he shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the board of directors or these By-laws. If for any reason the
secretary shall fail to give notice of any special meeting of the board of
directors called by one or more of the persons identified in the first paragraph
of Section 8, Article III, or if he shall fail to give notice of any special
meeting of the shareholders called by one or more of the persons identified in
Section 3, Article II, then any such person or persons may give notice of any
such special meeting.
SECTION 10. TREASURER. The treasurer shall keep and maintain, or cause to
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be kept and maintained, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares. Any surplus, including earned surplus, paid-in surplus and surplus
arising from a reduction of stated capital, shall be classified according to
source and shown in a separate account. The books of account shall at all
reasonable times be open to inspection by any director.
The treasurer shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such depositaries as may be designated by
the board of directors. He shall disburse the funds of the corporation as may
be ordered by the board of directors, shall render to the president and
directors, whenever they request it, an account of all of his transactions as
treasurer and of the financial condition of the corporation, and shall have such
other powers &nd perform such other duties as may be prescribed by the board of
directors or these By-laws.
ARTICLE V
MISCELLANEOUS
SECTION 1. RECORD DATE AND CLOSING STOCK BOOKS.
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The board of directors may fix a time in the future as a record date for the
determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to receive any dividend or distribution, or
any allotment of rights, or to exercise rights in respect to any change,
conversion or exchange of shares. The record date so fixed shall be not more
than fifty (50) days prior to the date of the meeting or event for the purposes
of which it is fixed.
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When a record date is so fixed, only shareholders who are such of record on that
date are entitled to notice of and to vote at the meeting or to receive the
dividend, distribution, or allotment of rights, or to exercise the rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date.
The board of directors may close the books of the corporation against
transfers of shares during the whole or any part of a period not more than fifty
(50) days prior to the date of shareholders' meeting, the date when the right to
any dividend, distribution, or allotment of rights vests, or the effective date
of any change, conversion or exchange of shares.
SECTION 2. INSPECTION OF CORPORATE RECORDS. The share register or
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duplicate share register, the books of account, and minutes of proceedings of
the shareholders and the board of directors and of executive committees of
directors shall be open to inspection upon the written demand of any shareholder
or the holder of a voting trust certificate, at any reasonable time, and for a
purpose reasonably related to his interests as a shareholder, or as the holder
of such voting trust certificate, and shall be exhibited at any time when
required by the demand at any shareholders' meeting of ten per cent (10%0 of the
shares represented at the meeting. Such inspection may be made in person or by
an agent or attorney, and shall include the right to make extracts. Demand of
inspection other than at a shareholders' meeting shall be made in writing upon
the president, secretary, assistant secretary or general manager of the
corporation.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
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payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the board of directors.
SECTION 4. ANNUAL REPORT. The board of directors shall cause an annual
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report to be sent to the shareholders not later than one hundred twenty (120)
days after the close of the fiscal year of the corporation.
SECTION 5. CONTRACT, ETC., HOW EXECUTED. The board of directors, except
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as in these By-laws otherwise provided, may authorize any officer or officers,
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances; and unless so authorized by the board of
directors, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its
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credit or to render it liable for any purpose or in any amount.
SECTION 6. CERTIFICATES OF STOCK. A certificate or certificates for
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shares of the capital stock of the corporation shall be issued to each
shareholder when any such shares are fully paid up. All such certificates shall
be signed by the president or a vice-president and the secretary or an assistant
secretary, or be authenticated by facsimiles of the signatures of the president
and secretary, or by a facsimile of the signature of the president and the
written signature of the secretary or an assistant secretary. Every certificate
authenticated by a facsimile of a signature must be countersigned by a transfer
agent or transfer clerk, and be registered by an incorporated bank or trust
company, either domestic or foreign, as registrar of transfers, before issuance.
Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the board of directors or these By-laws
may provide; provided, however, that any such certificate so issued prior to
full payment shall state on its face the amount remaining unpaid and the terms
of payment thereof.
No new certificate for shares shall be issued in lieu of an old certificate
unless the latter is surrendered and cancelled at the same time; provided,
however, that a new certificate will be issued without the surrender and
cancellation of the old certificate if (1) the old certificate is lost,
apparently destroyed or wrongfully taken; (2) the request for the issuance of
the new certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction, or theft; (3) the request for
the issuance of a new certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide purchaser;
(4) the owner of the old certificate files a sufficient indemnity bond with the
corporation; and (5) the owner satisfies any other reasonable requirements
imposed by the corporation. In the event of the issuance of a new certificate,
the rights and liabilities of the corporation, and of the holders of the old and
new certificates, shall be governed by the provisions of Sections 8104 and 8405
of the California Commercial Code.
SECTION 7. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The president
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or any vice-president and the secretary or assistant secretary of this
corporation are authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted to said officers to vote or represent on behalf of this corporation any
and all shares held by this corporation in any other corporation or
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corporations may be exercised either by said officers in person or by any person
authorized so to do by proxy or power of attorney duly executed by said
officers.
SECTION 8. INSPECTION OF BY-LAWS. The corporation shall keep in it
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principal office or the transaction of business the original or a copy of these
By-laws as amended or otherwise altered to date, certified by the secretary,
which shall be open to inspection by the shareholders at all reasonable times
during office hours.
SECTION 9. PERIODIC REPORTS. Regular reports containing detailed
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financial and other information concerning the business and affairs of the
corporation shall be furnished periodically to the responsible officers and
directors of the corporation, and such reports shall be designed to keep each
such officer and director currently and reasonably informed of the affairs of
the corporation.
ARTICLE VI
AMENDMENTS
SECTION 1. POWER OF SHAREHOLDERS. New By-laws may be adopted or these By-
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laws may be amended or repealed by the vote of shareholders entitled to exercise
a majority of the voting power of the corporation or by the written assent of
such shareholders, except as otherwise provided by law or by the articles of
incorporation; provided that if the authorized number of directors of the
corporation is five (5) or more, the vote or written assent of shareholders
holding more than eighty per cent (80%) of the voting power of the corporation
shall be required to reduce the authorized number of directors below five (5).
SECTION 2. POWER OF DIRECTORS. Subject to the right of shareholders
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as provided in Section 1 of this Article VI to adopt, amend or repeal By-laws,
By-laws other than a By-law or amendment thereof changing the authorized number
of directors may be adopted, amended or repealed by the board of directors at
any regular or special meeting thereof.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
(1) That I am the duly elected and acting secretary of WILLIAMS & SONS
CATERING COMPANY, INC., a California corporation; and
(2) That the foregoing By-laws, comprising 15 pages, constitute the
original By-laws of said corporation as duly adopted at a meeting of the board
of directors thereof duly held August 1, 1973.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of said corporation this 1st day of August, 1973.
___________________________________
Fran E. Williams Secretary
(CORPORATE SEAL)
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AMENDMENT TO BY-LAWS
ADOPTED BY RESOLUTION
OF THE SOLE SHAREHOLDER OF
HOLLYWOOD PARK FOOD SERVICES, INC.
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a California corporation
(August 10, 1992)
"NOW, THEREFORE, BE IT RESOLVED, that Article III, Section 2 of the
By-laws of this corporation be, and it hereby is, amended to read in full
as follows:
"Section 2. Number of Directors. The affairs of this
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corporation shall be managed by a Board of Directors consisting of not
less than three (3) nor more than five (5) directors. The exact
number of directors within the limits specified shall be fixed, and
may be changed from time to time, by a resolution duly adopted by the
Board of Directors or the shareholders. The limits may be changed, or
a single number fixed without provision for variation, by an amendment
to these bylaws duly adopted by the vote or written consent of a
majority of the outstanding shares entitled to vote; provided,
however, that if at any time the minimum number of directors is five
(5) or more, a bylaw reducing the minimum number of directors to a
number less than five (5) cannot be adopted if the votes cast against
its adoption at a meeting or the shares not consenting in the case of
action by written consent are equal to more than 16-2/3 percent of the
outstanding shares entitled to vote. No amendment may change the
stated maximum number of authorized directors to a number greater than
two times the stated minimum number of directors minus one."
RESOLVED FURTHER, that the foregoing amendment of the By-laws of this
corporation be, and it hereby is, approved and adopted;"
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