EXHIBIT 3.32
BY-LAWS
OF
CASINO MAGIC AMERICAN CORP.
(A MINNESOTA CORPORATION)
ARTICLE I
DEFINITIONS
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BY-LAW 1.01. The following words or phrases when used in these By-Laws, shall
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have the meanings set forth below:
a. "Articles of Incorporation" shall mean the Articles of
Incorporation of the Corporation.
b. "Board of Directors" shall mean the Board of Directors of the
Corporation.
c. "Corporation" shall mean Casino Magic Management Services Corp.
d. "Director" shall mean a member of the Board of Directors.
e. "Shares" shall mean the authorized shares of the Corporation as
identified in the Corporation's Articles of Incorporation.
f. "Shareholder" or "shareholders" shall mean a shareholder or the
shareholders of record of the Corporation.
g. "Statute" shall mean the applicable statute or statutes of the
Minnesota Business Corporation Act, being Chapter 270 of the 1981 Laws of
Minnesota.
h. "Voting Shares" shall mean the shares which entitle the record
owner to vote on matters relating to the affairs of the Corporation under
the Articles of Incorporation or by statute.
ARTICLE II
OFFICES, BOOKS AND RECORDS
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BY-LAW 2.01 REGISTERED AND OTHER OFFICES. The registered office of the
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Corporation in Minnesota shall be that most recently adopted either in the
Articles of Incorporation or any amendment thereto, or by the Board of Directors
in a statement filed with the Secretary of State of Minnesota establishing the
registered office in the manner prescribed by law. The Corporation may have
such other offices, within or without the State of Minnesota, as the Board of
Directors shall, from time to time, determine.
BY-LAW 2.02 MAINTENANCE OF RECORDS. The original books and records of the
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Corporation, or copies thereof, shall be maintained at the principal executive
office of the Corporation. Certain records, statements and agreements, or
copies thereof, shall be available for examination by the shareholders on such
terms and conditions as the Board of Directors may from time to time impose,
consistent with statute.
ARTICLE III
SHAREHOLDERS' MEETING
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BY-LAW 3.01 PLACE. Meetings of the shareholders shall be held in the county
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where the principal executive office of the Corporation is located; provided
that any meeting not called by or at the demand of a shareholder or shareholders
pursuant to statute, may be held at such other place as the chief executive
officer or the Board of Directors may designate.
BY-LAW 3.02 REGULAR MEETING. A regular meeting of the shareholders shall be
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held during the third month following the end of the Corporation's fiscal year
for federal income tax purposes, on such date, and at such time and place, as
may be specified by the chief executive officer, unless some other date, time or
place is specified by the Board of Directors.
BY-LAW 3.03 SPECIAL MEETING. A special meeting of the shareholders may be
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called for any purpose by the chief executive officer, the chief financial
officer, the Board of Directors, or a shareholder or shareholders holding at
least ten percent of the voting shares of the Corporation. A special meeting of
the shareholders shall be called by the Board of Directors on the demand,
pursuant to statute, of shareholders holding at least ten percent of the
outstanding voting shares of the Corporation. Business transacted at any
special meeting of the shareholders shall be confined to the purposes stated in
the notice of such meeting.
BY-LAW 3.04 NOTICE. Written notice of the place, date and time of any
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meeting of the shareholders shall be given to each shareholder entitled to vote
thereat by mailing said notice postage prepaid, to the shareholder's address of
record. Notice of a regular meeting of the shareholders shall be given at least
ten days before the meeting. Notice of a special meeting shall be given at
least five days before the meeting. No notice of any meeting of the
shareholders may be mailed more than sixty days before such meeting. The notice
of any special meeting shall set forth the purposes of the meeting and, in a
general nature, the business to be transacted. In determining the number of
days of notice required under this By-Law, the date upon which any notice is
deposited in the U.S. Mail shall be included as one day and the date of the
meeting which is the subject of the notice shall not be included.
BY-LAW 3.05 WAIVER OF NOTICE; CONSENT MEETINGS. Notice of the time, place
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and purpose of any meeting of the shareholders may be waived by any shareholder
before, at, or after any such meeting. Any action which may be taken at a
meeting of the shareholders may be taken without a meeting if authorized by a
writing signed by all shareholders who would be entitled to a notice of meeting
for such purpose. Attendance at a meeting of the shareholders is a waiver of
the notice of that meeting, unless at the beginning of that meeting a
shareholder objects that the meeting is not lawfully called or convened, or
unless prior to the vote on any item of business, a shareholder objects that the
item may not be lawfully
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considered at that meeting and such shareholder does not participate in the
consideration of that item at that meeting.
BY-LAW 3.06 QUORUM; ADJOURNMENT. The presence at any meeting, in person or
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by proxy, of the shareholders owning at least twenty five percent of the
outstanding voting shares shall constitute a quorum for the transaction of
business. Once a quorum is established at any meeting of the shareholders, the
voluntary withdrawal of any shareholder from the meeting shall not affect the
authority of the remaining shareholders to conduct any business which properly
comes before the meeting. In the absence of a quorum, those present may adjourn
the meeting from day to day or time to time without further notice other than
announcement at such meeting of such date, time and place of the adjourned
meeting. At an adjourned meeting of the shareholders at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally noticed.
BY-LAW 3.07 VOTING: RECORD DATE. At each meeting of the shareholders, each
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shareholder entitled to vote thereat may vote in person or by proxy duly
appointed by an instrument in writing subscribed by such shareholder. At a
meeting of the shareholders, each shareholder shall have one vote for each
voting share standing in such shareholder's name on the books of the
Corporation, or on the books of any transfer agent appointed by the Corporation,
on the record date established by the Board of Directors, which date may not be
more than sixty days from the date of any such meeting. If no record date has
been established, the record date shall be as of the close of business on the
date of the original notice of the meeting of the shareholders, or the date
immediately preceding the date such notice is mailed to the shareholders,
whichever is earlier. Upon the demand of any shareholder at the meeting, the
vote for directors, or the vote upon any question before the meeting, shall be
by written ballot. All elections shall be effected, and all questions shall be
decided, by shareholders owning a majority of the shares present in person and
by proxy, except as otherwise specifically provided for by statute or by
Articles of Incorporation.
BY-LAW 3.08 PRESIDING OFFICER. The chief executive officer of the
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Corporation or any person so designated by the chief executive officer shall
preside as chairman over all meetings of the shareholders; provided, however,
that in the absence of the chief executive officer or his designee at any
meeting of the shareholders, the meeting shall choose any person present to act
as the presiding officer of the meeting.
BY-LAW 3.09 CONDUCT OF MEETINGS OF SHAREHOLDERS. Subject to the following,
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meetings of shareholders generally shall follow accepted rules of parliamentary
procedure:
a. The chairman of the meeting shall have absolute authority over
matters of procedure and there shall be no appeal from the ruling of the
chairman. If the chairman, in his absolute discretion, deems it advisable
to dispense with the rules of parliamentary procedure as to any one meeting
of shareholders or part thereof, the chairman shall so state and shall
clearly state the rules under which the meeting or appropriate part thereof
shall be conducted.
b. If disorder should arise which prevents continuation of the
legitimate business of the meeting, the chairman may quit the chair and
announce the
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adjournment of the meeting; and upon his so doing, the meeting is
immediately adjourned.
c. The chairman may ask or require that anyone leave the meeting who
is not a bona fide shareholder of record entitled to notice of the meeting,
or a duly appointed proxy thereof.
BY-LAW 3.10 INSPECTORS OF ELECTION. The Board of Directors in advance of any
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meeting of shareholders may appoint one or more inspectors to act at such
meeting or adjournment thereof. If inspectors of election are not so appointed,
the person acting as chairman of any such meeting may, and on the request of any
shareholder or his or her proxy shall, make such appointment. In case any
person appointed as inspector shall fail to appear to act, the vacancy may be
filled by appointment made by the Board of Directors in advance of the meeting,
or at the meeting by the officer or person acting as chairman. The inspectors
of election shall determine the number of shares outstanding, the voting power
of each, the shares represented at the meeting, the existence of a quorum, the
authenticity, validity and effect of proxies, and shall receive votes, ballots,
assents or consents, hear and determine all challenges and questions in any way
arising and announce the result, and do such acts as may be proper to conduct
the election or vote with fairness to all shareholders. No inspector whether
appointed by the Board of Directors or by the officer or person acting as
chairman need be a shareholder.
ARTICLE IV
BOARD OF DIRECTORS
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BY-LAW 4.01 NUMBER, ELECTION AND TERM. The Board of Directors shall consist
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of one or more members. The number of the members of the Board of Directors to
be elected at any meeting of the shareholders shall be determined from time to
time by the Board of Directors and, if the Board of Directors does not expressly
fix the number of directors to be so elected, then the number of directors shall
be the number of directors elected at the preceding regular meeting of
shareholders. The number of directors may be increased at any subsequent
special meeting of shareholders called for the election of additional directors,
by the number so elected. A director need not be a shareholder. Directors
shall be elected at each regular meeting of the shareholders. Each director
shall be elected to serve for an indefinite term, terminating at the next
regular meeting of the shareholders and the election of a qualified successor by
the shareholders, or the earlier death, resignation, removal or disqualification
of such director.
BY-LAW 4.02 REGULAR MEETINGS. Unless otherwise specified by the directors,
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the regular meeting of the Board of Directors shall be held at the place of, and
immediately following the adjournment of, the regular meeting of the
shareholders. At such meeting of the Board of Directors, the Board of Directors
shall elect such officers as are deemed necessary for the operation and
management of the Corporation, and transact such other business as may properly
come before it.
BY-LAW 4.03 SPECIAL MEETINGS. Special meetings of the Board of Directors may
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be called by the chief executive officer, the President or any director at any
time, to be held at the principal executive office of the Corporation, or at
some other location which is either
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within 50 miles of the principal executive offices of the Corporation,
determined at any prior meeting of the Board of Directors, or agreed to by a
majority of the members of the Board of Directors.
BY-LAW 4.04 NOTICE. Notice of the date, time and place of meetings of the
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Board of Directors shall be given to each director personally or by telegraph
dispatched at least two days prior to the meeting, or shall be given by mail
dispatched at least four days prior to the meeting. In determining the number
of days of notice required under this By-Law, the date upon which any such
notice is delivered, deposited in the U.S. Mail, or telegraphed, shall be
included as one day, and the date of the meeting which in the subject of the
notice shall not be included. In the case of meetings held by voice
communication as provided in By-Law 4.05 below, such notice shall set forth the
specific manner in which the meeting is to be held. Any director may, before,
at, or after a meeting of the Board of Directors, waive notice thereof. Any
director who attends a meeting shall be deemed to have waived notice of the
meeting, unless such director objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called and does not
participate in the meeting. Unless otherwise provided by the Board of
Directors, the provisions of this By-Law shall apply in all respects to the
notice requirements of meetings of any committee established by the Board of
Directors.
BY-LAW 4.05 TELEPHONE AND CONSENT MEETINGS. Participation in any meeting of
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the Board of Directors or of any committee established by the Board of Directors
by conference telephone or other similar means of communication, whereby all
persons participating in the meeting can simultaneously and continuously hear
each other, shall constitute presence in person at that meeting. Any action
which might be taken at a meeting of the Board of Directors or any committee
established by the Board of Directors may be taken without a meeting if done in
writing, signed by all members of the Board of Directors or such committee, as
the case may be.
BY-LAW 4.06 QUORUM/VOTING. At all meetings of the Board of Directors or of
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any committee established by the Board of Directors, a majority of the members
must be present to constitute a quorum for the transaction of business. Each
member shall have one vote. Voting by proxy, or the establishment of a quorum
by proxy, is prohibited. The act of the majority of the members present at any
meeting at which there is a quorum shall be the act of the Board of Directors or
such committee, as the case may be. In the absence of a quorum, a majority at
those present may adjourn the meeting from day to day or time to time without
notice other than announcement at such meeting of the date, time and place of
the adjourned meeting.
BY-LAW 4.07 ORDER OF BUSINESS/RECORD. The Board of Directors, or any
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committee established by the Board of Directors, may, from time to time,
determine the order of the business at any meeting thereof. If a Secretary of
the Corporation has been elected by the Board of Directors, such Secretary shall
keep a record of all proceedings at a meeting of the Board of Directors;
otherwise, a Secretary Pro-Tem, chosen by the person presiding over the meeting
as chairman, shall so act.
BY-LAW 4.08 VACANCY. A vacancy in membership of the Board of Directors shall
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be filled by the affirmative vote of the remaining members of the Board of
Directors, though
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less than a quorum, and a member so elected shall serve until his successor is
elected by the shareholders at their next regular meeting, or at a special
meeting duly called for that purpose.
BY-LAW 4.09 COMMITTEES. The directors may, by resolution adopted by a
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majority of the members of the Board of Directors, designate one or more persons
to constitute a committee which, to the extent provided in such resolution,
shall have and exercise the authority of the Board of Directors in the
management of the business of the Corporation. Any such committee shall act
only in the interval between meetings of the Board of Directors and shall be
subject at all times to the control and direction of the Board of Directors.
Unless otherwise provided by the Board of Directors, a meeting of any committee
established by the Board of Directors may be called by any member thereof.
BY-LAW 4.10 OTHER POWERS. In addition to the powers and authorities
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conferred upon them by By-Laws, the Board of Directors shall have the power to
do all acts necessary and expedient to the conduct of the business of the
Corporation which are not conferred upon the shareholders by statute, these By-
Laws, or the Articles of Incorporation.
ARTICLE V
SHARES
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BY-LAW 5.01 ISSUANCE OF SECURITIES. The Board of Directors is authorized to
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issue securities of the Corporation, and rights thereto, to the full extent
authorized by the Articles of Incorporation, in such amounts, at such times and
to such persons as may be determined by the Board of Directors and permitted by
law, subject to any limitations specified in these By-Laws.
BY-LAW 5.02 CERTIFICATES FOR SHARES. Every shareholder shall be entitled to
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a certificate, to be in such form as prescribed by law and adopted by the Board
of Directors, evidencing the number of shares of the Corporation owned by such
shareholder. The certificates shall be signed by the chief executive officer;
provided that if a transfer agent has been appointed for the Corporation's
shares, such signature may be a facsimile.
BY-LAW 5.03 TRANSFER OF SHARES. Subject to any applicable or reasonable
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restrictions which may be imposed by the Board of Directors, shares of the
corporation shall be transferred upon written demand of the shareholder named in
the certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, accompanied by a tender of the certificates to
be transferred properly endorsed, and payment of all transfer taxes due thereon,
if any. The Corporation may treat, as the absolute owner of shares of the
Corporation, the person or persons in whose name or names the shares are
registered on the books of the Corporation.
BY-LAW 5.04 LOST CERTIFICATE. Any shareholder claiming a certificate
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evidencing ownership of shares to be lost, stolen or destroyed shall make an
affidavit or affirmation of that fact in such form as the Board of Directors may
require, and shall, if the Board of Directors so require, give the Corporation
(and its transfer agent, if a transfer agent be appointed) a bond of indemnity
in such form with one or more sureties satisfactory to the Board of Directors,
in such amount as the Board of Directors may require, whereupon a new
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certificate may be issued of the same tenor and for the same number of shares as
the one alleged to have been lost, stolen or destroyed.
ARTICLE VI
OFFICERS
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BY-LAW 6.01 ELECTION OF OFFICERS. The Board of Directors, at its regular
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meeting held after each regular meeting of shareholders shall, and at any
special meeting may, elect a Chief Executive Officer and a Chief Financial
Officer. Except as may otherwise be determined from time to time by the Board
of Directors, such officers shall exercise such powers and perform such duties
as are prescribed by these By-Laws. The Board of Directors may elect such other
officers and agents as it shall deem necessary from time to time, including
Executive Vice Presidents, Vice Presidents, Secretary, Treasurer and a Chairman
of the Board who shall exercise such powers and perform such duties, not in
conflict with the duties of officers designated in these By-Laws, as shall be
determined from time to time by the Board of Directors.
BY-LAW 6.02 TERMS OF OFFICE. The officers of the Corporation shall hold
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office until their successors are elected and qualified, notwithstanding an
earlier termination of their office as directors. Any officer elected by the
Board of Directors may be removed with or without cause by the affirmative vote
of a majority of the Board of Directors present at a meeting.
BY-LAW 6.03 SALARIES. The salaries of all officers of the Corporation shall
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be determined by the Board of Directors.
BY-LAW 6.04 CHIEF EXECUTIVE OFFICER. The President shall be the chief
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executive officer of the Corporation, unless the Board of Directors shall elect
a Chairman of the Board, and designate such Chairman as the Chief Executive
Officer, in which case the Chairman of the Board shall be the chief executive
officer. The chief executive officer shall;
a. have general active management of the business of the
Corporation;
b. when present, and except where the Board of Directors elects a
Chairman of the Board, preside at all meetings of the Board of Directors
and of the shareholders;
c. see that all orders and resolutions of the Board of Directors are
carried into effect;
d. sign and deliver in the name of the Corporation any deeds,
mortgages, bonds, contracts or other instruments pertaining to the business
of the Corporation, except in cases in which the authority to sign and
deliver is required by law to be exercised by another person or is
expressly delegated by the Articles of Incorporation or these By-Laws or by
the Board of Directors to some other officer or agent of the Corporation;
e. maintain records of and, whenever necessary, certify all
proceedings of the Board of Directors and the shareholders; and
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f. perform other duties prescribed by the Board of Directors.
BY-LAW 6.05 CHIEF FINANCIAL OFFICER. The Treasurer shall be the chief
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financial officer of the Corporation, and as such shall:
a. keep accurate financial records for the Corporation;
b. deposit all money, drafts, and checks in the name of and to the
credit of the Corporation in the banks and depositories designated by the
Board of Directors;
c. endorse for deposit all notes, checks, and drafts received by the
Corporation as ordered by the Board of Directors, making proper vouchers
therefor;
d. disburse funds of the Corporation, and issue checks and drafts in
the name of the Corporation, as ordered by the Board of Directors;
e. render to the chief executive officer and the Board of Directors,
whenever requested, an account of all transactions by the Treasurer and of
the financial condition of the Corporation; and
f. perform other duties prescribed by the Board of Directors or by
the chief executive officer, under whose supervision the Treasurer shall
be.
BY-LAW 6.06 SECRETARY. The Secretary, if elected, shall:
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a. attend all meetings of the Board of Directors at the request of
the chief executive officer or the Board of Directors, and shall attend all
meetings of the shareholders and record all votes and the minutes of all
proceedings in a book kept for that purpose; and shall perform like duties
for a committee when required by the chief executive officer; and
b. perform other duties prescribed by the Board of Directors or by
the chief executive officer, under whose supervision the Secretary shall
be.
BY-LAW 6.07 DELEGATION OF AUTHORITY. Except where prohibited or limited by
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the Board of Directors, an officer elected by the Board of Directors may
delegate some or all of the duties or powers of his or her office to another
person, provided that such delegation is in writing, and a copy of such written
delegation, identifying the person to whom those duties or powers are delegated,
and specifying the nature, extent and any limitations of the duties or powers
delegated, is delivered in the same manner as provided for notices of meetings
of the Board of Directors to all members of the Board of Directors prior to such
delegation becoming effective.
ARTICLE VII
MISCELLANEOUS
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BY-LAW 7.01 CORPORATE SEAL. If so directed by the Board of Directors, the
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Corporation may use a corporate seal. The failure to use such seal, however,
shall not affect the validity
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of any documents executed on behalf of the Corporation. The seal need only
include the word "seal," but it may also include, at the discretion of the Board
of Directors, such additional wording as is permitted by the statute.
BY-LAW 7.02 REIMBURSEMENT BY DIRECTORS AND OFFICERS. Any payments made to
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any officer or director of this Corporation, such as salary, commission, bonus,
interest, or rent, or entertainment expenses incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the Internal Revenue
Service, shall be reimbursed by such officer or director to the Corporation to
the full extent of such disallowance. It shall be the duty of the Board of
Directors to enforce payment of each said amount disallowed. In lieu of payment
by the officer or director, subject to the determination of the Board of
Directors, proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been recovered.
BY-LAW 7.03 AMENDMENTS TO BY-LAWS. These By-Laws may be amended or altered
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by the vote of a majority of all of the members of the Board of Directors at any
meeting. Such authority of the Board of Directors is subject to the power of
the shareholders to adopt, amend or repeal By-Laws adopted, amended or repealed
by the Board of Directors, pursuant to statute at any regular or special meeting
called for that purpose.
The foregoing By-Laws of this Corporation were adopted by the Board of
Directors on the ____ day of ________________, 1993.
/s/ Marlin F. Torguson
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Marlin F. Torguson
Chief Executive Officer
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