EXHIBIT 3.44
BY-LAWS OF
BOOMTOWN HOOSIER, INC.
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Reno, County of
Washoe, State of Nevada, or other location as the Board of Directors may
determine.
Section 2. The corporation may also have offices at such other places as the
Board of Directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All annual meetings of the stockholders shall be at the call of
the Directors. Special meetings of the stockholders may be held at such place
as shall be stated in the notice of the meeting, or in a duly executed waiver of
notice thereof.
Section 2. Special meetings of the stockholders for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation, may
be called by the president, and shall be called by the president or secretary at
the request in writing of stockholders owning a majority of the entire stock of
the corporation issued and outstanding, and entitled to vote. Such request
shall state the purpose or purposes of the proposed meeting.
Section 3. Written notice of the annual meeting and of all special meetings
of the stockholders, signed by the president or a vice-president, or the
secretary or an assistant secretary, stating the purpose or purposes for which
the meeting is called and the time when and the place where it is to be held
shall either be delivered personally or shall be mailed to each stockholder of
record entitled to vote thereat not less than ten nor more than sixty days prior
to the meeting, and if mailed it shall be directed to any such stockholder at
his address as it appears on the records of the corporation.
Section 4. Business transacted at all special meetings shall be confined to
the objects stated in the call.
Section 5. The holders of a majority of the stock issued and outstanding, and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute, by the
Articles of Incorporation or by these By-laws. If, however, such quorum shall
not be present or represented by proxy, at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 6. When a quorum is present or represented at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Articles of Incorporation or of these By-laws, a different vote is required
in which case such express provision shall govern and control the decision of
such question.
Section 7. At each meeting of the stockholders, every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder or by his duly authorized
attorney. Each stockholder shall have one vote for each share of stock having
voting power, registered in his name on the books of the corporation on the date
of closing the books of the corporation against transfers of stock or on the
record date fixed for the determination of stockholders entitled to vote at such
meeting or, if the books be not closed or a record date fixed, then on the date
of such meeting. All questions shall be decided by a plurality vote.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board
shall be not less than one nor more than nine. Directors need not be
stockholders. They shall be elected at the annual meeting of the stockholders,
and each director shall be elected to serve until his successor shall be elected
and shall qualify.
Section 2. The directors may hold their meetings and have one or more offices
inside or outside Nevada at such places as they may from time to time determine.
The original or duplicate stock ledger or a statement setting out the name and
address of the custodian thereof shall be kept at the principal office in
Nevada.
Section 3. Vacancies in the Board of Directors may be filled by a majority
vote of the remaining directors, though less than a quorum, and each director so
elected shall hold office for the unexpired term in respect to which such
vacancy occurred or until the next annual election of directors.
Section 4. The property and business of the corporation shall be managed by
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 statute or by the Articles of
Incorporation or by these By-laws directed or required to be exercised or done
by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The first meeting of each newly elected Board shall be held at
such time and place either within or without the State of Nevada, as shall be
fixed by the vote of the stockholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order to
legally constitute the meeting, provided a quorum shall be
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present or they may meet at such place and time as shall be fixed by the consent
in writing of all the directors.
Section 6. Regular meetings of the Board of Directors may be held without
notice at such time and place either within or without the State of Nevada as
shall from time to time be determined by the Board.
Section 7. Special meetings of the Board of Directors may be called by the
president on three days notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written consent of two directors.
Section 8. A majority of the directors at a meeting duly assembled shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Articles of Incorporation
or by these By-laws. Any action of a majority, although not at a regularly
called meeting, and the record thereof, if assented to in writing by all of the
other members of the board, shall be as valid and effective in all respects as
if passed by the board in regular meeting. The Directors may act in lieu of a
meeting by written resolutions.
COMMITTEES OF DIRECTORS
Section 9. The Board of Directors may, by resolution or resolutions passed by
a majority of the whole board, designate one or more committees, each committee
to consist of two or more of the directors of the corporation, which, to the
extent provided in said resolution or resolutions, shall have and may exercise
the powers of the Board of Directors in the management of the business and
affairs of the corporation, and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.
Section 10. The committees shall keep regular minutes of their proceedings
and report the same to the Board of Directors when required.
COMPENSATION OF DIRECTORS
Section 11. Directors, as such shall not receive any stated salary for their
services, but by resolution of the board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the board; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 12. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
Section 13. Any director may be removed from office by the vote or written
consent of stockholders representing not less than two-thirds of the issued and
outstanding capital stock having voting power, and his successor may be elected
at the same meeting. No
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director shall be removed from office except upon the vote or written consent of
stockholders owning sufficient shares to have prevented his election to office
in the first instance.
ARTICLE IV
NOTICES
Section 1. Whenever under the provisions of the statutes or of the Articles
of Incorporation or of these By-laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail addressed to such director or
stockholder at such address as appears on the books of the corporation, and such
notice shall be deemed to be given at the time when the same shall be thus
mailed.
Section 2. Whenever all parties entitled to vote at any meeting, whether of
directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the actions taken at such meeting shall be as valid
as if had at a meeting regularly called and noticed, and at such meeting any
business may be transacted which is not excepted from the written consent or to
the consideration of which no objection for want of notice is made at the time,
and if any meeting be irregular for want of notice or such consent, provided a
quorum was present at such meeting, the proceedings of such meeting may be
ratified and approved and rendered valid and the irregularity or defect therein
waived by a writing signed by all parties having the right to vote thereat.
Such consent or approval, if given by stockholders, may be by proxy or attorney,
but all such proxies and powers of attorney must be in writing.
Section 3. Whenever any notice whatsoever is required to be given under the
provisions of the statute, of the Articles of Incorporation or of these By-laws,
a waiver thereof in writing signed by the person entitled to said notice either
before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the directors
and shall be a president, a vice-president, a secretary, and a treasurer. Any
two offices, except the offices of president and vice-president, may be held by
the same person.
Section 2. The Board of Directors, at its first meeting after each annual
meeting of stockholders, shall choose a president from its members, and shall
choose a vice-president, a secretary and a treasurer, none of whom need be a
member of the board.
Section 3. The board may appoint additional vice-presidents, and assistant
secretaries and assistant treasurers and such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board.
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Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board by
the affirmative vote of a majority of the whole board of directors. If the
office of any officer becomes vacant for any reason, the vacancy shall be filled
by the Board of Directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the stockholders and directors,
shall be ex officio a member of all standing committees, shall have general and
active management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.
Section 7. He shall, execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation.
VICE-PRESIDENT
Section 8. The vice-president shall, in the absence or disability of the
president, perform the duties and exercise the powers of president, and shall
perform such other duties as the Board of Directors shall prescribe.
THE SECRETARY
Section 9. The secretary shall attend all sessions of the board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose, and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or president, under whose supervision he shall be. He shall keep
in safe custody the seal of the corporation, and when authorized by the Board of
Directors, affix the same to any instrument requiring a seal, and when so
affixed, it shall be attested by his signature or by the signature of the
treasurer or an assistant secretary.
THE TREASURER
Section 10. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.
Section 11. He shall disburse the funds of the corporation as may be ordered
by the board, taking proper vouchers for such disbursements, and shall render to
the president and
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directors, at the regular meetings of the board, or whenever they may require
it, an account of all his transactions as treasurer and of the financial
condition of the corporation.
Section 12. If required by the Board of Directors, he shall give the
corporation a bond in such sum, and with such surety or sureties as shall be
satisfactory to the board, for the faithful performance of the duties of his
office, and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Certificates of stock of the corporation shall be in such form not
inconsistent with the Articles of Incorporation as shall be approved by the
Board of Directors, shall be issued under the seal of the corporation and shall
be numbered and shall be entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares owned by
him and shall be signed by the president or vice-president and the secretary or
an assistant secretary or the treasurer or an assistant treasurer. If any stock
certificate is countersigned or otherwise authenticated by a transfer agent or
transfer clerk and a registrar, a facsimile of the signatures of the said
officers may be printed or lithographed upon such certificates and the stock
certificates shall set forth the designations, preferences and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights.
TRANSFERS OF STOCK
Section 2. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate of stock duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 3. The directors may prescribe a period not exceeding forty days
prior to any meeting of the stockholders or prior to the day appointed for the
payment of dividends during which no transfer of stock on the books of the
corporation may be made, or may fix a day not more than forty days prior to the
holding of any such meeting or the date for the payment of any such dividend as
the day as of which stockholders entitled to notice of and to vote at such
meeting and entitled to receive payment of such dividend shall be determined;
and only stockholders of record on such day shall be entitled to notice or to
vote at such meeting or to receive payment of such dividend.
REGISTERED STOCKHOLDERS
Section 4. The corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder-in-fact thereof and, accordingly,
shall not be bound to
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recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of Nevada.
LOST CERTIFICATES
Section 5. The Board of Directors may direct a new certificate or
certificates of stock to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion,
as a condition precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the Articles of Incorporation, if any relate thereto, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Articles of Incorporation.
Section 2. Before payment of any dividend or making any distribution of
profits, there may be set aside out of the funds of the corporation available
for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes of the corporation shall
be signed by such officer or officers as the Board of Directors may from time to
time designate.
FISCAL YEAR
Section 4. The fiscal year shall begin the first day of each year.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the date of its incorporation and the words "Corporate Seal,
Nevada."
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INDEMNIFICATION
Section 6. Each person who is or was a director or officer of the corporation
(including the heirs, executors, administrators or estate of such person) shall
be indemnified by the corporation as of right against any liability, cost, or
expense incurred by such director or officer by reason of the fact that such
person is or was a director, officer, employee, or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, except to the extent that such indemnification is prohibited
by Chapter 78 of the Nevada Revised Statutes. The expenses of directors or
officers, past or present, incurred in defending a civil or criminal action,
suit, or proceeding must be paid by the corporation as incurred and in advance
of the final disposition of the action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation.
ARTICLE VIII
AMENDMENTS
Section 1. These By-laws may be altered or amended at any regular meeting of
the stockholders or at any special meeting of the stockholders at which a quorum
is present or represented, if notice of the proposed alteration or amendment be
contained in the notice of such meeting, by the affirmative vote of a majority
of the stock issued and outstanding and entitled to vote at such meeting and
present and represented thereat, or by the affirmative vote of a majority of the
board or at any meeting of the board or by the written consent of all of the
members of the board.
I, THE UNDERSIGNED, being the Secretary of BOOMTOWN HOOSIER, INC., DO
HEREBY CERTIFY the foregoing to be the By-laws of said corporation, as adopted
at a meeting of the directors held on the 20th day of December, 1995.
/s/ Sylvia Maldonado
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Secretary
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