EXHIBIT 3.12
BYLAWS
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OF
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ISLE OF CAPRI CASINO COLORADO, INC.
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ARTICLE I
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Offices
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1. Business Offices. The principal office of the corporation shall be as
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set forth in the Articles of Incorporation unless changed as provided by the
Colorado Business Corporation Act. The corporation may also have one or more
offices at such other place or places within or without the State of Colorado as
the Board of Directors may from time to time determine or as the business of the
corporation may require.
2. Registered Office. The registered office of the corporation shall be
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as set forth in the Articles of Incorporation, unless changed as provided by the
Colorado Business Corporation Act.
ARTICLE II
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Shareholders' Meetings
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1. Annual Meetings. The annual meeting of shareholders for the election
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of directors to succeed those whose terms expire and for the transaction of such
other business as may come before the meeting shall be held in each year on the
second Tuesday of January at 10:00 A.M. or at such other date and time as
determined by the Board of Directors. If the day so fixed for such annual
meeting shall be a legal holiday, then such meeting shall be held on the next
succeeding business day.
2. Special Meetings. Special meetings of shareholders for any purpose or
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purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called at any time by the President or by the Secretary
upon the request (which shall state the purpose or purposes therefor) of the
holders of not less than one-tenth (1/10) of the outstanding shares of the
corporation entitled to vote at the meeting.
3. Place of Meeting. Meetings of shareholders shall be held at the
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principal office of the corporation or at such other place or places, within or
without the State of Colorado, as may be from time to time determined by the
Board of Directors.
4. Notice of Meetings. Notice of each meeting of shareholders, whether
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annual or special, shall be given not less than ten (10) nor more than sixty
(60) days prior thereto to each
shareholder of record entitled to vote thereat by delivering written or printed
notice thereof to such shareholder personally or by telegraph, teletype,
electronically transmitted facsimile or other form of wireless communication or
by mailing the same to his address as it appears on the stock transfer books of
the corporation; provided, however, that if the authorized shares of the
corporation are proposed to be increased, at least thirty (30) days notice in
like manner shall be given. The notice of all meetings shall state the place,
day and hour thereof. The notice of a special meeting shall, in addition, state
the purposes thereof.
Whenever any notice is required to be given by these Bylaws, the Articles
of Incorporation of this corporation or by any of the corporation laws of the
State of Colorado, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
5. Fixing Record Date. The Board of Directors shall fix in advance a
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date not more than seventy (70) days preceding the date of any meeting of
shareholders, or the day for payment of any dividend, or the date for the
allotment of rights or the date when any change or conversion or exchange of
authorized shares shall go into effect, or a date fixed as the final date for
obtaining such consent, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to receive any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and in such
case only such shareholders as shall be shareholders of record on the date so
fixed shall be entitled to notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after any such record date fixed as aforesaid.
6. Voting List. At least ten (10) days before every meeting of
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shareholders or two business days after the notice of the meeting is given
(whichever is earlier), a complete list of shareholders entitled to vote thereat
or any adjournment thereof, arranged in alphabetical order, showing the address
of each shareholder and the number of shares held by each, shall be prepared by
the officer or agent of the corporation who has charge of the stock transfer
books of the corporation. Such list shall be open at the principal office of
the corporation to the inspection of any shareholder during usual business hours
for such period, and such list shall be produced and kept at the time and place
of the meeting during the whole time thereof and subject to the inspection of
any shareholder who may be present.
7. Organization. The President or Vice President, if any, shall call
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meetings of shareholders to order and act as chairman of such meetings. In the
absence of said officers, any shareholder entitled to vote thereat, or any proxy
of any such shareholder, may call the meeting to order and a chairman shall be
elected. In the absence of the Secretary and Assistant Secretary, if any, of
the corporation, any person appointed by the chairman shall act as secretary of
such meetings.
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8. Quorum. The holders of a majority of the shares issued and
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outstanding and entitled to vote thereat shall when present in person or
represented by proxy be requisite to and shall constitute a quorum at all
meetings of shareholders for the transaction of business, except as otherwise
provided by statute, the Articles of Incorporation, or by these Bylaws. In the
absence of a quorum at any such meeting, a majority of the shareholders present
in person or represented by proxy and entitled to vote thereat may adjourn the
meeting from time to time without further notice until a quorum shall be present
or represented.
9. Voting. At every meeting of shareholders, each shareholder having the
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right to vote shall be entitled to vote in person or by proxy executed in
writing by such shareholder or by his duly authorized attorney-in-fact;
provided, however, that no such proxy shall be valid after eleven (11) months
from the date of its execution, unless such proxy expressly provides for a
longer period.
Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting
and shall not be counted in determining the total number of outstanding shares
at any given time.
When a quorum is present at any meeting, the vote of the holders of a
majority of the shares 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 a statute, the Articles of
Incorporation or these Bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such question.
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In all elections of directors there shall not, unless otherwise
specifically stated in the Articles of Incorporation, be cumulative voting, and
every shareholder entitled to vote may vote in person or by proxy and shall have
one vote for each such share standing in his name on the
books of the corporation.
ARTICLE III
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Board of Directors
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1. Election and Tenure. The business and affairs of the corporation
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shall be managed by a Board of Directors who shall be elected at the annual
meetings of shareholders by a majority vote, and each director shall be elected
to serve until the next succeeding annual meeting and until his successor shall
be elected and shall qualify. Directors shall be removable in the manner
provided by the corporation laws of the State of Colorado.
2. Number and Qualification. The number of directors of the corporation
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shall be fixed from time to time by resolutions adopted by a majority of the
Board of Directors at any regular or special meeting of said Board; provided,
however, that no decrease in the number of directors constituting the Board of
Directors shall shorten the term of an incumbent director. Each director shall
hold office until the next annual meeting of shareholders and until his
successor has been elected and qualified. Directors need not be shareholders or
residents of the State of Colorado.
3. Organization Meetings. After each annual election of directors, the
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Board of Directors shall meet for the purpose of organization and/or transaction
of any other business.
4. Regular Meetings. Regular meetings of the Board of Directors shall be
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held at such time or times as may be determined by the Board of Directors and
specified in the notice of each such meeting.
5. Special Meetings. Special meetings of the Board of Directors may be
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called by the President on one (1) business days notice to each director, either
personally, by mail, by telegram or by telephone, and shall be called by the
President or Secretary in like manner and on like notice on the written request
of any one director. The purpose of a special meeting of the Board of Directors
need not be stated in the notice thereof.
6. Place of Meetings. Any meeting of the Board of Directors may be held
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at such place or places either within or without the State of Colorado as shall
from time to time be determined by the Board of Directors or fixed by the
President and designated in the notice of the meeting.
7. Quorum. A majority of the number of directors shall constitute a
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quorum at all meetings of the Board of Directors, and the act of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors. In the absence of a
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quorum at any such meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice until a quorum shall be
present.
8. Vacancies. Any vacancy occurring in the Board of Directors may be
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filled by the affirmative vote of a majority of the remaining directors even
though they constitute less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an increase
in the number of directors shall be filled by the affirmative vote of a majority
of the directors then in office or by an election at an annual meeting or at a
special meeting of shareholders called for that purpose. A director chosen to
fill a position resulting from an increase in the number of directors shall hold
office until the next annual meeting of shareholders and until his successor
shall be elected and shall qualify.
9. Executive Committee. The Board of Directors, by resolution adopted by
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a majority of the number of directors may designate two (2) or more directors to
constitute an executive committee, which committee, to the extent provided in
such resolution, shall have and may exercise all of the authority of the Board
of Directors in the management of the corporation; provided, however, that such
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committee shall in no case act to the exclusion of the Board of Directors
whether in session or not.
10. Compensation of Directors. Directors of the corporation may be paid
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such annual compensation as may from time to time be fixed by resolution of the
Board of Directors. All directors may be allowed a fixed sum and expenses
incurred for attendance at each regular or special meeting of the Board of
Directors as may be from time to time fixed by resolution of the Board of
Directors. Nothing herein contained shall be construed to preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.
11. Stock Ownership. The Board of Directors has the power to authorize
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that all stock or other securities purchased by the corporation in any foreign
or domestic corporation, be carried in the name of any brokerage house that the
directors are then dealing with and that they then authorize such brokerage
house to carry a particular security as a house account.
12. Authorized Issuance of Capital Stock. The Board of Directors shall
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have the power to issue the capital stock of the corporation to the full amount
or number of shares authorized by the Articles of Incorporation, in such amounts
and proportions as from time to time shall be determined by it, and to accept in
full such property as it may determine shall be good and sufficient
consideration and necessary for the business of the corporation.
13. Presumption of Assent. A director of the corporation who is present
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at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken, unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof, or shall forward such dissent by
registered mail
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to the Secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.
14. Telephonic Communications. The Board of Directors may participate in
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any meeting of the board by means of conference telephone or similar
communications equipment that enables all participants in the meeting to hear
each other at the same time. Such participation shall constitute presence in
person at the meeting.
ARTICLE IV
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Notices and Action Without Meeting
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1. Notices. Whenever under the provisions of a statute, the Articles of
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Incorporation or of these Bylaws notice is required to be given to any director
or shareholder, it shall be construed to mean notice, given in writing, by
United States first class mail, certified receipt requested or registered,
postage prepaid and addressed to such director or shareholder at such address as
appears on the books of the corporation, and such notice shall be deemed to be
given two (2) business days after the same shall be thus mailed.
2. Waiver of Notice. Whenever any notice whatsoever is required to be
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given under the provisions of a statute, the Articles of Incorporation, or by
these Bylaws, a waiver thereof in writing signed by the person or persons
entitled to said notice, whether before, at, or after the time stated therein,
or the appearance of such person or persons at such meeting, or in the case of a
shareholders' meeting by proxy, shall be deemed equivalent thereto.
3. Action Without A Meeting. Any action required or which may be taken
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at a meeting of the directors, shareholders or members of any executive
committee of the corporation, may be taken without a meeting, if a consent in
writing, setting forth the action so taken, shall be signed by all of the
directors, shareholders or members of the executive committee, as the case may
be, entitled to vote with respect to the subject matter thereof.
ARTICLE V
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Officers
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1. General. The initial officers of the corporation shall be a
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President, a Secretary and a Treasurer. The Board of Directors may appoint such
other officers, assistant officers, committees and agents, including a chairman
of the board, one or more Vice Presidents, one or more Assistant Secretaries and
Assistant Treasurers, as they may consider necessary, who shall be chosen in
such manner and hold their offices for such terms and have such authority and
duties as from time to time may be determined by the Board of Directors. The
salaries of all the officers of the corporation shall be fixed by the Board of
Directors. Any two or more offices may be held by the same person. In all
cases where the duties of any officer, agent or employee
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are not prescribed by the Bylaws or by the Board of Directors, such officer,
agent or employee shall follow the orders and instructions of the President.
2. Election and Term of Office. The officers of the corporation shall be
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elected by the Board of Directors annually at the first meeting of the Board
held after each annual meeting of the shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until the
first of the following to occur: his successor shall have been duly elected and
shall have qualified; his death; his resignation; or his removal in the manner
hereinafter provided.
3. Removal. Any officer or agent may be removed by the Board of
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Directors or by the executive committee, if any, whenever, in its judgment, the
best interest of the corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not in itself create
contract rights.
4. Vacancies. A vacancy in any office, however occurring, may be filled
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by the Board of Directors for the unexpired portion of the term.
5. President. The President shall, subject to the direction and
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supervision of the Board of Directors, be the chief executive officer of the
corporation and shall have general and active control of its affairs and
business and general supervision of its officers, agents and employees. He
shall, unless otherwise directed by the Board of Directors, attend in person or
by substitute appointed by him, or shall execute on behalf of the corporation
written instruments appointing a proxy or proxies to represent the corporation,
at all meetings of the stockholders of any other corporation in which the
corporation shall hold any stock. He may, on behalf of the corporation, in
person or by substitute or by proxy, execute written waivers of notice and
consents with regard to any such meetings. At all such meetings and otherwise,
the President, in person or by substitute or proxy as aforesaid, may vote the
stock so held by the corporation and may execute written consents and other
instruments with respect of such stock and may exercise any and all rights and
powers incident to the ownership of said stock, subject, however, to the
instructions, if any, of the Board of Directors. The President shall have
custody of the Treasurer's bond, if any.
6. Vice Presidents. The Vice Presidents, if any, shall assist the
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President and shall perform such duties as may be assigned to them by the
President or by the Board of Directors. In the absence of the President, the
Vice President, if any, designated by the Board of Directors or (if there be no
such designation) designated in writing by the President shall have the powers
and perform the duties of the President. If no such designation shall be made,
all Vice Presidents, if any, may exercise such powers and perform such duties.
7. Secretary. The Secretary shall: (a) keep the minutes of the
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proceedings of the shareholders, executive committee and the Board of Directors;
(b) see that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law; (c) be custodian
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of the corporate records and of the seal of the corporation and affix the seal
to all documents when authorized by the Board of Directors; (d) keep at the
corporation's registered office or principal place of business within or outside
Colorado a record containing the names and addresses of all shareholders and the
number and class of shares held by each, unless such a record shall be kept at
the office of the corporation's transfer agent or registrar; (e) sign with the
President, or a Vice President, if any, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation, unless the corporation has a transfer agent; and (g) in
general, perform all duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the President or by the
Board of Directors. Assistant Secretaries, if any, shall have the same duties
and powers, subject to supervision by the Secretary.
8. Treasurer. The Treasurer shall be the principal financial officer of
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the corporation and shall have the care and custody of all funds, securities,
evidences of indebtedness and other personal property of the corporation and
shall deposit the same in accordance with the instructions of the Board of
Directors. He shall receive and give receipts and acquittances for monies paid
in on account of the corporation, and shall pay out of the funds on hand all
bills, payrolls and other just debts of the corporation of whatever nature upon
maturity. He shall perform all other duties incident to the office of the
Treasurer and, upon request of the Board, shall make such reports to it as may
be required at any time. He shall, if required by the Board, give the
corporation a bond in such sums and with such sureties as shall be satisfactory
to the Board, conditioned upon the faithful performance of his duties and for
the restoration to the corporation of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation. He shall have such other powers and perform such other
duties as may from time to time be prescribed by the Board of Directors or the
President. The Assistant Treasurers, if any, shall have the same powers and
duties, subject to the supervision of the Treasurer.
The Treasurer shall also be the principal accounting officer of the
corporation. He shall prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account, prepare
and file all local, state and federal tax returns, prescribe and maintain an
adequate system of internal audit, and prepare and furnish to the President and
the Board of Directors statements of account, showing the financial position of
the corporation and the results of its operations.
ARTICLE VI
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Indemnification
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The corporation shall indemnify any and all of its directors or officers,
or former directors or officers, or any person who may have served at its
request as a director or officer of another corporation in which it owns shares
of capital stock or of which it is a creditor, to the fullest extent permitted
by the laws of the State of Colorado.
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ARTICLE VII
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Execution of Instruments
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1. Authority to Execute. The President shall have the power to execute
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and the Secretary shall have the power to attest to, on behalf and in the name
of the corporation, any deed, contract, bond, debenture, note or other
obligation or evidence of indebtedness, or proxy, or other instrument requiring
the signature of an officer of the corporation, 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. Unless so authorized, no officer,
agent or employee shall have any power or authority to bind the corporation in
any way, to pledge its credit or to render it liable pecuniarily for any purpose
or in any amount.
2. Checks and Endorsements. All checks and drafts upon the funds to the
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credit of the corporation in any of its depositories shall be signed by such of
its officers or agents as shall from time to time be determined by resolution of
the Board of Directors, which may provide for the use of facsimile signatures
under specified conditions, and all notes, bills receivable, trade acceptances,
drafts, and other evidences of indebtedness payable to the corporation shall,
for the purpose of deposit, discount or collection, be endorsed by such officers
or agents of the corporation or in such manner as shall from time to time be
determined by resolution of the Board of Directors.
ARTICLE VII
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Shares of Stock
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1. Certificates of Stock. The certificates of shares of the corporation
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shall be in such form not inconsistent with the Colorado Business Corporation
Act and the Articles of Incorporation as shall be approved by the Board of
Directors, and shall be numbered and shall exhibit in the books of the
corporation as they are issued. They shall exhibit the holder's name and number
of shares, such other matters as shall be required by law, and shall be signed
by the President, or a Vice President, if any, and the Secretary, or an
Assistant Secretary, if any, and shall be sealed with the seal of the
corporation or a facsimile thereof.
In case any officer who has signed a certificate ceases to hold such office
prior to the issuance or delivery of the certificate, such certificate may
nevertheless be issued and delivered by the corporation as though the officer
who signed such certificate or whose facsimile signature shall have been used
thereon had not ceased to be such officer of the corporation.
2. Lost and Destroyed Certificates. In case any certificate of stock of
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the corporation shall be alleged to have been destroyed or lost, the corporation
shall not be required to issue a new certificate in lieu thereof, except upon
receipt of evidence satisfactory to the Board of Directors of the destruction or
loss of such certificate, and, if so required by the Board of Directors, upon
receipt also of a bond in such sum as the Board may direct, not exceeding twice
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the value of such stock and, if so required, with surety or sureties
satisfactory to the Board, to indemnify the corporation against any claim that
may be made against it on account of the alleged destruction or loss of such
certificate.
3. Transfer of Stock. Transfers of the shares of the stock of the
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corporation shall be made only on the books of the corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary and upon the surrender of the
certificate or certificates for such shares. The corporation, under the
Articles of Incorporation, has the right to impose restrictions upon the
transfers of any of the shares of the stock of the corporation, or any interest
therein, and any transfers of shares shall be made in accordance with and
subject to any such restrictions from time to time so imposed.
4. Agreement to Transfer Stock. Any agreement entered into by and
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between this corporation and/or its shareholders concerning the transfer of
shares of said corporation, when any holder of stock in this corporation is
desirous of selling or transferring all or any of his shares and/or the executor
or administrator of any deceased holder of stock is desirous of selling or
transferring all or any of such shares belonging to the estate of such deceased
shareholder, shall not be inconsistent with the Articles of Incorporation and
Bylaws of the corporation.
5. Consideration for Shares. Shares shall be issued for such
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consideration, expressed in dollars as shall be fixed from time to time by the
Board of Directors. Such consideration may consist, in whole or in part, of
money, other property (tangible or intangible), or in labor or services actually
performed for the corporation, but neither promissory notes nor future services
shall constitute payment or part payment for shares.
ARTICLE IX
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Dividends
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The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and the Articles of Incorporation.
ARTICLE X
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Corporate Seal
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The corporate seal shall be in such form as shall be approved by resolution
of the Board of Directors. Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise. The impression
of the seal may be made and attested to by the Secretary or an Assistant
Secretary or the President for the authentication of contracts or other papers
requiring the seal.
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ARTICLE XI
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Fiscal Year
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The fiscal year of the corporation shall be such year as shall be adopted
by the Board of Directors.
ARTICLE XII
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Emergency Bylaws and Amendments
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1. Emergency Bylaws. In the event a quorum of the Board of Directors
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cannot be readily obtained because of some catastrophic event, the Board of
Directors may adopt emergency Bylaws which shall, notwithstanding any different
provision elsewhere, be operative during such emergency and which may include
all provisions necessary for managing the corporation during the emergency.
2. Amendments. All Bylaws of the corporation shall be subject to
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alteration, amendment or repeal, and new Bylaws may be added by the affirmative
vote of a majority of a quorum of the members of the Board of Directors and/or
shareholders at any regular or special meeting.
CERTIFICATE
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The undersigned hereby certifies that the undersigned is the duly elected,
qualified, acting and hereunto authorized Secretary of this corporation and that
the foregoing and annexed Bylaws constitute a true and complete copy of the
Bylaws of said corporation presently in full force and
effect.
IN WITNESS WHEREOF, the undersigned has signed this Certificate and affixed
hereto the seal of the corporation.
DATED AS OF: December 14, 1994.
/s/ Julie K. Watt
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SECRETARY
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