EXHIBIT 3.6
BY-LAWS OF
GRAND PALAIS RIVERBOAT, 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
GRAND PALAIS RIVERBOAT, 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 307 I-
10 Service Road, in the City of Westlake, State of Louisiana, (70669) 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
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(acting upon majority vote) or upon request by Stockholders holding ten percent
(10%) or 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
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of terminating the term of office of all Directors unless the effect of such
decrease is merely 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 (1) to attend and to vote at any meeting of security
holders of other companies in which the Corporation may hold securities; (2) to
execute any proxy for such meeting on behalf of the Corporation and (3) 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
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writing in lieu of meeting, the President shall possess and may exercise any and
all rights and powers incident 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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