EXHIBIT 3.2
BY-LAWS OF NTN CANADA, INC.
(As Amended Through November 30, 1996)
ARTICLE 1. SHAREHOLDERS' MEETING
Section 1. - Annual Meeting:
The annual meeting of the shareholders shall be held within five months after
the close of the fiscal year of the Corporation, for the purpose of electing
directors, and transacting such other business as may properly come before the
meeting.
Section 2 - Special Meetings:
Special meetings of the shareholders may be called at any time by the Board of
Directors or by the President or the Secretary at the written request of the
holders of fifty per cent (50%) of the shares then outstanding and entitled to
vote thereat, or as otherwise required under the provisions of the Business
Corporation Law.
Section 3 - Place of Meetings:
All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places within or without the State of New York as
shall be designated in the notices or waivers of notice of such meetings.
Section 4 - Notice of Meetings:
(a) Written notice of each meeting of shareholders, whether annual or special,
stating the time when and place where it is to be held, shall be served either
personally or by mail, not less than ten or more then fifty days before the
meeting, upon each shareholder of record entitled to vote at such meeting, and
to any other shareholder to whom the giving of notice may be required by law.
Notice of a special meeting shall also state the purpose or purposes for which
the meeting is called, and shall indicate that it is being issued by, or at the
direction of, the person or persons calling the meeting. If, at any meeting,
action is proposed to be taken that would, if taken, entitle shareholders to
receive payment for their shares pursuant to the Business Corporation Law, the
notice of such meeting shall include a statement of that purpose and to that
effect. If mailed, such notice shall be directed to each such shareholder at his
address, as it appears on the records of the shareholders of the Corporation,
unless he shall have previously filed with the Secretary of the Corporation a
written request that notices intended for him be mailed to some other address,
in which case, it shall be mailed to the address designated in such request.
(b) Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting. Notice of any adjourned meeting of shareholders
need not be given, unless otherwise required by statute.
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Section 5 - Quorum:
(a) Except as otherwise provided herein, or by statute, or in the Certificate of
Incorporation (such Certificate and any amendments thereof being hereinafter
collectively referred to as the "Certificate of Incorporation"), at all meetings
of shareholders of the Corporation, the presence at the commencement of such
meetings in person or by proxy of shareholders holding of record a majority of
the total number of shares of the Corporation then issued and outstanding and
entitled to vote, shall be necessary and sufficient to constitute a quorum for
the transaction of any business. The withdrawal of any shareholder after the
commencement of a meeting shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called if a quorum
had been present.
Section 6 - Voting:
(a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.
(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.
(c) Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so by proxy; provided, however, that the instrument authorizing
such proxy to act shall have been executed in writing by the shareholder
himself, or by his attorney-in-fact thereunto duly authorized in writing. No
proxy shall be valid after the expiration of eleven months from the date of its
execution, unless the persons executing it shall be specified therein the length
of time it is to continue in force. Such instrument shall be exhibited to the
Secretary at the meeting and shall be filed with the records of the Corporation.
(d) Any resolution in writing, signed by all of the shareholders entitled to
vote thereon, shall be and constitute action by such shareholders to the effect
therein expressed, with the same force and effect as if the same had been duly
passed by unanimous vote at a duly called meeting of shareholders and such
resolution so signed shall be inserted in the Minute Book of the Corporation
under its proper date.
ARTICLE II. DIRECTORS
Section 1. - Number:
The affairs and the business of the Corporation, except as otherwise provided in
the Certificate of Incorporation, shall be managed by the Board of Directors.
The number of the directors of the Corporation shall be two (2), unless and
until otherwise determined by vote of a majority of the entire Board of
Directors. The number of Directors shall not be less than three, unless all of
the outstanding shares are owned beneficially and of record by less than three
shareholders, in which event the number of directors shall not be less than the
number of shareholders.
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Section 2. - How Elected:
At the annual meeting of shareholders, the persons duly elected by the votes
cast at the election held thereat shall become the directors for the ensuing
year.
Section 3. - Term of Office:
The term of office of each of the directors shall be until the next annual
meeting of shareholders and thereafter until a successor has been elected and
qualified.
Section 4. - Duties of Directors:
The Board of Directors shall have the control and general management of the
affairs and business of the Corporation unless otherwise provided in the
certificate of Incorporation. Such directors shall in all cases act as a Board
regularly convened by a majority, and they may adopt such rules and regulations
for the conduct of their meetings, and the management and business of the
Corporation as they may deem proper, not inconsistent with these By-Laws and the
Laws of the State of New York.
Section 5. - Directors' Meetings:
Regular meetings of the Board of Directors shall be held immediately following
the annual meetings of the shareholders, and at such other times as the Board of
Directors may determine. Special meetings of the Board of Directors may be
called by the President at any time and must be called by the President or the
Secretary upon the written request of two Directors.
Section 6. - Notice of Special Meetings:
Notice of special meetings of the Board of Directors shall be served personally
or by mail addressed to each Director at his past known address no less then
five or more than twenty days prior to the date of such meeting. The notice of
such meeting shall contain a statement of the business to be transacted thereat.
No business other than that specified in the call for the meeting shall be
transacted at any such special meeting. Notice of special meeting may be waived
by any Director by written waiver or by personal attendance thereat without
protest of lack of notice to him.
Section 7. - Quorum:
At any meeting of the Board of Directors, except as otherwise provided by the
Certificate of Incorporation, or by these By-Laws, a majority of the Board of
Directors shall constitute a quorum. however, a lesser number when not
constituting a quorum may adjourn the meeting from time to time until a quorum
shall be present or represented.
Section 8. - Voting:
Except as otherwise provided by statute, or by the Certificate of Incorporation,
or by these By-Laws, the affirmative note of a majority of the Directors present
at any meeting of the Board of Directors at which a quorum is present shall be
necessary for the transaction of any item of business thereat. Any resolution in
writing, signed by all of the directors entitled to vote thereon, shall be and
constitute action by such directors to the effect therein expressed, with the
same force and effect as if the same had been duly passed by unanimous vote at a
duly called meeting of directors and such resolution so signed shall be inserted
in the Minute Book of the Corporation under its proper date.
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Section 9. - Vacancies:
Unless otherwise provided in the Certificate of Incorporation, vacancies in the
Board of Directors occurring between annual meetings of the shareholders shall
be filled for the unexpired portion of the term by a majority vote of the
remaining Directors, even though less than a quorum exists.
Section 10. - Removal of Directors:
Any or all of the directors may be removed, either with or without cause at any
time by a vote of the shareholders at any meeting called for such purpose.
Section 11. - Resignation:
Any director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective.
Section 12. - Salary:
No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors 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 13. - Contracts:
(a) No contract or other transaction between this Corporation and any other
Corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other Corporation, provided that such facts are
disclosed or made known to the Board of Directors.
(b) Any director, personally and individually, may be interested in any contract
or transaction of this Corporation, and no director shall be liable in any way
by reason of such interest, provided that the fact of such interest be disclosed
or made known to the Board of Directors, and provided that the Board of
Directors shall authorize, approve or ratify such contract or transaction by the
vote (not counting the vote of any such director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair or invalidate or in any way affect any contract or other transaction
which would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
Section 14. - Committees:
The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members an executive committee
and such other committees, and alternate members thereof, as they deem
desirable, each consisting of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.
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ARTICLE III. OFFICERS
Section 1. - Number of Officers:
(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other officers, including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board of
Directors may be, but is not required to be, a director of the Corporation. Any
officer may hold more than one office, except the same person may not hold the
office of President and Secretary.
Section 2. - Election of Officers:
Officers of the Corporation shall be elected at the first meeting of the Board
of Directors. Thereafter, and unless otherwise provided in the Certificate of
Incorporation, the officers of the Corporation shall be elected annually by the
Board of Directors at its meeting held immediately after the annual meeting of
shareholders and shall hold office for one year and until their successors have
been duly elected and qualified.
Section 3. - Removal of Officers:
Any officer elected by the Board of Directors may be removed, with or without
cause, and a successor elected, by vote of the Board of Directors, regularly
convened at a regular or special meeting. Any officer elected by the
shareholders may be removed, with or without cause, and a successor elected, by
vote of the shareholders, regularly convened at an annual or special meeting.
Section 4. - President:
The President shall be the chief executive officer of the Corporation and shall
be general charge of the business, affairs and property thereof, subject to
direction of the Board of Directors, and shall have general supervision over its
officers and agents. He shall, if present, preside at all meetings of the Board
of Directors in the absence of a Chairman of the Board and at all meetings of
shareholders. He may do and perform all acts incident to the office of
President.
Section 5. - Vice-President:
In the absence of or inability of the President to act, the Vice-President shall
perform the duties and exercise the powers of the President and shall perform
such other functions as the Board of Directors may from time to time prescribe.
Section 6. - Secretary
The secretary shall:
(a) Keep the minutes of the meetings of the Board of Directors and of the
shareholders in appropriate books.
(b) Give and serve all notice of all meetings of the Corporation.
(c) Be custodian of the records and of the seal of the Corporation and affix the
latter to such instruments or documents as may be authorized by the Board of
Directors.
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(d) Keep the shareholders records in such a manner as to show at any time the
amount of shares, the manner and the time the same was paid for, the names of
the owners thereof alphabetically arranged and their respective places of
residence, or their Post Office addresses, the number of shares owned by each of
them and the time at which each person became owner, and keep such shareholder
records available daily during the usual business hours at the office of the
Corporation subject to the inspection of any person duly authorized, as
prescribed by law.
(e) Do and perform all other duties incident to the office of Secretary.
Section 7. - Treasurer:
The Treasurer shall:
(a) Have the care and custody of and be responsible for all of the funds and
securities of the Corporation and deposit of such funds in the name and to the
credit of the Corporation in such a bank and safe deposit vaults as the
Directors may be designate.
(b) Exhibit at all reasonable times his books and accounts to any Director or
shareholder of the Corporation upon application at the office of the Corporation
during business hours.
(c) Render a statement of the condition of the finances of the Corporation at
each stated meeting of the Board of Directors if called upon to do so, and a
full report at the annual meeting of shareholders. He shall keep at the office
of the Corporation correct books of account of all of its business and
transactions and such books of account as the Board of Directors may require. He
shall do and perform all other duties incident to the office of Treasurer.
Section 8. - Duties of Officers May Be Delegated:
In the case of the absence of any officer of the Corporation, or for any reason
the Board may deem sufficient, the Board may, except as otherwise provided in
these By-Laws, delegate the powers or duties of such officers to any other
office or any Director for the time being, provided a majority of the entire
Board concur therein.
Section 9. - Vacancies - How Filled:
Should any vacancy in any office occur by death, resignation or otherwise, the
same shall be filled, without undue delay, by the Board of Directors at its next
regular meeting or at a special meeting called for that purpose, except as
otherwise provided in the Certificate of Incorporation.
Section 10. - Compensation of Officers:
The officers shall receive such salary or compensation as may be fixed and
determined by the Board of Directors, except as otherwise provided in the
certificate of Incorporation.
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ARTICLE III-A. INDEMNIFICATION
Section 1. - Indemnification of Directors and Officers:
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 this 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 or 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
instituted or maintained in the right of the Corporation by a shareholder or
holder of a voting trust certificate representing shares of the Corporation. The
provisions of this Section shall apply to the Corporation. The provisions of
this Section shall apply to the estate, executor, administrator, heirs,
legatees, or devisees of a director, officer, or employee, and the term "person"
where used in the foregoing Section shall include the estate, executor,
administrator, heirs, legatees, or devisees of such person.
ARTICLE IV. CERTIFICATES REPRESENTING SHARES
Section 1. - Issue of Certificates Representing Shares:
The President shall cause to be issued to each shareholder one or more
certificates, under the seal of the Corporation, signed by the President (or
Vice-President) and the Treasurer (or Secretary) certifying the number of shares
owned by him in the Corporation.
Section 2. - Lost or Destroyed Certificates:
The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificates, or his
legal representatives, to give the Corporation a bond in such sum as the Board
may direct, and with such surety or sureties as may be satisfactory to the
Board, to indemnify the Corporation against any claims, loss, liability of
damage it may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgment of the Board of Directors, it is proper so to do.
Section 3. - Transfers of Shares:
(a) Transfers of shares of the Corporation shall be made on the shares records
of the Corporation only by the holder of record thereof, in person or by his
duly authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.
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(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
ARTICLE V. SEAL
The seal of the Corporation shall be as follows: [Form of Seal]
ARTICLE VI. DIVIDENDS OR OTHER DISTRIBUTIONS
The Corporation, by vote of the Board of Directors, may declare and pay
dividends or make other distributions in cash or its bonds or its property on
its outstanding shares to the extent as provided and permitted by law, unless
contrary to any restriction contained in the Certificate of Incorporation.
ARTICLE VII. NEGOTIABLE INSTRUMENTS
All checks, notes or other negotiable instruments shall be signed on behalf of
this Corporation by such of the officers, agents and employees as the Board of
Directors may from time to time designate, except as otherwise provided in the
certificate of Incorporation.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Corporation shall be determined by resolution of the
Board of Directors.
ARTICLE IX. AMENDMENTS
Section 1. - By Shareholders:
All by-laws of the Corporation shall be subject to alteration or repeal, and new
by-laws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of directors.
Section 2. - By Directors
The Board of directors shall have power to make, adopt, alter, amend and repeal,
from time to time, by-laws of the Corporation; provided, however, that the
shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or of the Board of Directors, or to change
any provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If any by-law regulating an impending election of
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directors is adopted, amended or repealed by the Board of Directors, there shall
be set forth in the notice of the next meeting of shareholders for the election
of directors, the by-law so adopted, amended or repealed, together with a
concise statement of the changes made.
ARTICLE X. OFFICES
The offices of the Corporation shall be located in the City, County and State
designated in the Certificate of Incorporation. The Corporation may also
maintain offices at such other places within or without the United States as the
Board of Directors may, from time to time, determine.
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