EXHIBIT 3.4
BY-LAWS OF
CSNO, Inc.
THESE BY-LAWS (the "By-Laws"), effective as of May 15, 1997, were
adopted by unanimous consent of the Board of Directors (the "Directors") of
CSNO, Inc. (the "Corporation"), a Louisiana corporation, as follows:
1. Registered Office
The registered office of the Corporation and the principal business office
of the Corporation (the "Principal Business Office") shall be located at 711
Isle of Capri Boulevard, in the City of Bossier City, State of Louisiana,
(71111) or such other location as may be designated by the Directors from time
to time.
2. Accounting and Reports for the Corporation
(a) Records and Accounting. The books and records of the Corporation shall
be kept, and the financial position and the results of its operations recorded,
in accordance with the accounting methods selected by the Directors from time to
time, and if not so selected, the books and records shall be maintained in
accordance with generally accepted accounting principles consistently applied.
The books and records of the Corporation shall reflect all the Corporation's
transactions and shall be appropriate and adequate for the Corporation's
business. The accounting year of the Corporation for financial reporting and
for federal income tax purposes shall be consistent with that of the Stockholder
or Stockholders.
(b) Access to Accounting Records. All books, records, files, securities
and other documents or information maintained by the Corporation shall be
maintained at the Principal Business Office or at any other office of the
Corporation agreed to by the Directors, and each Stockholder, as well as its
duly authorized representative, shall have access to all books and records at
the offices of the Corporation and the right to inspect and copy them at
reasonable times and upon reasonable notice.
(c) Outside Consultants. The Corporation may obtain the services of
outside accountants, attorneys and other consultants.
3. Shares
(a) Certificates of Stock. Every owner of stock of the Corporation shall
be entitled to a certificate, in such form as the Directors may prescribe,
certifying the number of shares of stock of the Corporation owned by him. The
certificates for such stock shall be numbered (separately for each class) in the
order in which they shall be issued and shall be signed in the name of the
Corporation by the Chairman, President or a Vice President, and by the
Secretary, Assistant Secretary, Treasurer or Assistant Treasurer. Any signature
upon a certificate may be a facsimile. Certificates on which a facsimile
signature of a former
officer, transfer agent or registrar appears may be issued with the same effect
as if he were such officer, transfer agent or registrar on the date of issue.
(b) Stock Record. As used in these By-Laws, the term "stockholder" shall
mean the person, firm or corporation in whose name outstanding shares of capital
stock of the Corporation are currently registered on the stock record books of
the Corporation. A record shall be kept of the name of the person, firm or
corporation owning the stock represented by such certificates, the respective
dates thereof and, in the case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be canceled and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been surrendered and canceled (except as provided for in Section (d)
of this Article 3).
(c) Transfer of Shares. Transfer of shares on the books of the Corporation
may be authorized only by the Stockholder named in the certificate (or his legal
representative or duly authorized attorney-in-fact) and upon surrender for
cancellation of the certificate or certificates for such shares. The Stockholder
in whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation; provided,
that when any transfer of shares shall be made as collateral security and not
absolutely, such fact shall be so expressed in the entry of transfer if both the
transferor and the transferee request the Corporation to do so.
(d) Lost Certificates. Any Stockholder claiming a certificate of stock to
be lost or destroyed shall make an affidavit or affirmation of that fact in such
form as the Directors may require, and shall, if the Directors so require, give
the Corporation a bond of indemnity in form and with one or more sureties
satisfactory to the Directors of at least double the value, as determined by the
Directors, of the stock represented by such certificate in order to indemnify
the Corporation against any claim that may be made against it on account upon a
new certificate may be issued in the same tenor and for the same number of
shares as the one alleged to have been destroyed or lost.
(e) Treasury Stock. Treasury stock shall be held by the Corporation
subject to disposal by the Directors in accordance with the Articles of
Incorporation and these By-Laws, and shall not have voting rights nor
participate in dividends.
(f) Meetings. The annual meeting and all special meetings of Stockholders
may be held at such time and place as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof. The annual meeting of
Stockholders shall be held on the date of the annual meeting for Casino America,
Inc. At the annual meeting the Stockholders, voting as provided in the Articles
of Incorporation, shall elect Directors and shall transact such other business
as may properly be brought before the meeting. Special meetings of the
Stockholders entitled to vote shall be called by the Secretary at any time upon
request of the Chairman of the Board of Directors, the President or the
Directors (acting upon majority vote) or upon request by Stockholders holding
ten percent (10%) or
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more of the voting power of the Stockholders. Meetings of the Stockholders
hereunder will be held upon no less than seven (7) and no more than forty-five
(45) days prior written notice delivered in accordance with these By-Laws. Any
Stockholder may vote at any meeting in person or by proxy. Participation in any
meeting of the Stockholders may be in person or by telephone. Notice of any
meeting may be waived in writing, either before or after the meeting. The
presence of a Stockholder at any meeting shall constitute a waiver of notice and
the form thereof, unless a Stockholder's presence at such meeting is solely for
the purpose of objecting to the form or notice of the holding of a meeting
without proper notice. The holders of a majority of all shares outstanding and
entitled to vote, represented either in person or by proxy, shall constitute a
quorum for the transaction of business at any annual or special meeting of the
Stockholders.
(g) Quorum and Voting. In case a quorum is not present or represented 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 original meeting. At each
meeting of the Stockholders, every Stockholder having the right to vote shall be
entitled to vote in person or by proxy. Except as otherwise provided by law or
the Certificate of Incorporation, each Stockholder of record shall be entitled
to one (1) vote for each share of stock having voting power standing in his name
on the books of the Corporation. All elections shall be determined by a
plurality vote, and, except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, all other matters shall be determined by vote of
a majority of the shares present or represented at such meeting and voting on
such questions. The Directors may fix a time, not more than forty-five (45) nor
less than seven (7) days before the date of any meeting of Stockholders, as a
record date for the determination of the Stockholders entitled to notice of and
to vote at such meeting, notwithstanding any transfer of any shares on the books
of the Corporation after any record date so fixed.
4. Administrative Provisions
(a) Directors. All corporate powers shall be vested in, and the business
and affairs of the Corporation shall be managed by, a Board of Directors of not
less than three, nor more than seven, except that when all of the outstanding
shares are held of record by fewer than three Stockholders, then there may be as
many Directors as there are Stockholders. At each annual meeting, the
Stockholders shall determine the number of Directors. The number of Directors
may be increased by the Stockholders or by the Directors or may be decreased by
the Stockholders (if there are fewer Stockholders than three), or in the event
of any vacancy or vacancies, by the Directors to eliminate such vacancies. Any
decrease in the number of Directors by the Stockholders shall have the effect of
terminating the term of office of all Directors unless the effect of such
decrease is merely
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to eliminate a vacancy or vacancies. If such decrease terminating the term of
office of all Directors is effected at a meeting of Stockholders, the new
Directors shall be elected at such meeting. Each Director shall hold office
until the annual meeting held next after his election and until his successor
shall have been elected and qualified, until he shall resign or until he shall
have been removed by the Stockholders in the manner provided by law.
(b) Vacancies. If a vacancy on the Board of Directors occurs by reason of
death, resignation, removal or otherwise or if a newly created directorship
results from an increase in the number of Directors, such vacancy may be filled
for the unexpired term by a majority vote of the Directors then in office or by
the sole remaining Director, although less than a quorum exists. Each person so
elected shall be a Director until his successor is elected by the Stockholders,
who may make such election at their next annual meeting or any special meeting
duly called for that purpose.
(c) Meetings of Directors. Regular meetings of the Directors shall be held
at such time and place as may from time to time be determined by the Directors.
No notice need be given of any regular meeting. Special meetings of the
Directors may be held at such time and place as may be designated in the notice
or the waiver of notice of the meeting. Special meetings of the Directors may be
called by the Chairman of the Board, the President, by any two (2) Directors, or
by any one (1) Director when there are two (2) Directors or less then serving.
Unless notice shall be waived by all Directors, notice of any special meeting
(including a statement of the purposes thereof) shall be given to each Director
at least twenty-four (24) hours in advance of the meeting if oral or two (2)
days in advance of the meeting if by mail, telegraph or other written
communication. Attendance at a meeting by any Director, without objection in
writing by him, shall constitute his waiver of notice of such meeting. A
majority of the total number of Directors shall constitute a quorum for the
transaction of business; provided, however, that if any vacancies exist by
reason of death, resignation, removal or otherwise, a majority of the remaining
Directors shall constitute a quorum for the purpose of filling of such
vacancies.
(d) Disclosure to Gaming Regulatory Authorities. Each Director must agree
to provide such background information, including a financial statement, and
consent to such background investigation, as may be required by gaming
regulatory authorities of any state or other jurisdiction in or subject to which
the Corporation does or proposes to do business, and must agree to respond to
questions from such gaming regulatory authorities. If any Director is unwilling
or unable to obtain within a reasonable period of time any necessary approval by
gaming regulatory authorities in any such state or other jurisdiction, then such
Director shall, if so requested by a majority of the remaining Directors, resign
as a Director. If and to the extent required by the gaming regulatory
authorities of any state or other jurisdiction in which the Corporation does or
proposes to do business, or of any state or jurisdiction whose laws or
regulations are otherwise applicable to the Corporation, such Director shall
abstain from participating in any action with respect to operations of the
Corporation in such state or jurisdiction pending such background check or
approval.
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(e) Officers. The Corporation shall have officers elected by the
Directors. Each of the officers shall have all such powers, responsibilities
and obligations as are associated by custom or statute with their respective
offices under the Louisiana Business Corporation Law.
(f) Indemnification. The Corporation shall, and hereby does, fully
release, indemnify and hold any Stockholder, Director, officer, employee or
agent of the Corporation harmless from and against any loss, claim or other
liability the Stockholder, Director, officer, employee or agent of the
Corporation may incur at any time as a result of the indemnitee's service to the
Corporation, to the fullest extent permitted or required by the Louisiana
Business Corporation Law, as amended from time to time. The Corporation may
advance expenses incurred by the indemnitee by appropriate administrative action
under these By-Laws following the Corporation's receipt of the indemnitee's
agreement to reimburse the Corporation for the advance in the event of a
determination that the indemnitee is not entitled to indemnification by the
Corporation.
5. Profit or Losses
(a) Dividends. Subject to the provisions of the Certificate of
Incorporation and of these By-Laws, the Directors may declare dividends from the
net earnings or net assets of the Corporation available for dividends whenever
and in such amounts as, in its opinion, the condition of the affairs of the
Corporation shall render it advisable.
(b) Surplus and Reserves. Subject to the provisions of the Articles of
Incorporation and of these By-Laws, the Directors in their discretion may use
and apply any of the net earnings or net assets of the Corporation available for
such purpose to purchase or acquire any of the shares of the capital stock of
the Corporation in accordance with law, or any of its bonds, debentures, notes,
scrip or other securities or evidences of indebtedness, or from time to time may
set aside from its net assets or net earnings such sums as the Directors, in
their absolute discretion, may think proper as a reserve fund to meet
contingencies, for the purpose of maintaining or increasing the property or
business of the Corporation, or for any other purpose the Directors may think
conducive to the best interests of the Corporation.
6. Securities of Other Corporations.
(a) Voting Securities Held by the Corporation. Unless otherwise ordered by
the Directors, the President shall have full power and authority on behalf of
the Corporation to attend and to vote at any meeting of security holders of
other companies in which the Corporation may hold securities; to execute any
proxy for such meeting on behalf of the Corporation and to execute a written
action in lieu of a meeting of such other company on behalf of this Corporation.
At such meeting, by such proxy or by such writing in lieu of meeting, the
President shall possess and may exercise any and all rights and powers incident
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to the ownership of such securities that the Corporation might have possessed
and exercised if it had been present. The Directors may, from time to time,
confer like powers upon any other person or persons.
(b) Purchase and Sale of Securities. Unless otherwise ordered by the
Directors, the President shall have full power and authority on behalf of the
Corporation to purchase, sell, transfer or encumber any and all securities of
any other company owned by the Corporation and may execute and deliver such
documents as may be necessary to effectuate such purchase, sale, transfer or
encumbrance. The Directors may, from time to time, confer like powers upon any
other person or persons.
7. General Provisions
(a) Waiver of Notice. Whenever any notice whatever is required to be given
by these By-Laws, the Articles of Incorporation or any of the Louisiana Business
Corporation Laws, 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 to the actual required notice.
(b) Participation by Conference Telephone. Directors, or any committee
designated by the Directors, may participate in a meeting of the Directors or of
such committee by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear and
communicate with each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting. The place of the
meeting shall be deemed to be the place of origination of the conference
telephone call or similar communication technique.
(c) Consents. Any action of the Stockholders, the Directors or any
committee of the Directors which may be taken at a meeting thereof, may be taken
without a meeting if authorized by a writing signed by all of the holders of
shares who would be entitled to vote upon the action at a meeting for such
purpose, by all of the Directors, or by all of the members of such committee, as
the case may be; provided, however, that the foregoing shall not be construed to
alter or modify any provision of law or the Articles of Incorporation pursuant
to which the written consent of holders of less than all outstanding shares is
sufficient for corporate action by Stockholders.
(d) Power to Amend. The Directors shall have power to amend, repeal or
adopt By-Laws at any regular meeting or at any special meeting called for that
purpose, subject to the power of the Stockholders to change or repeal such By-
Laws and subject to any other limitations on such authority of the Directors
provided by the Louisiana Business Corporation Laws.
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