Exhibit 3.8
BYLAWS
OF
IOC - COAHOMA, INC.
Preamble: These Bylaws are subordinate to and governed by the provisions of
the Articles of Incorporation of this Corporation, the Mississippi Business
Corporation Act and the Mississippi Professional Corporation Law.
THESE BY-LAWS (the "By-Laws") are adopted effective the 23rd day of
September, 1998 by unanimous consent of the Board of Directors (the "Directors")
of IOC - Coahoma, Inc. (the "Corporation"), a Mississippi corporation, as
follows:
ARTICLE 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
Washington Loop, Biloxi, Mississippi 39530, or such other location as may be
designated by the Directors from time to time.
ARTICLE 2. Accounting and Reports for the Corporation
Section (a). Record 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.
Section (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.
Section (c). Outside Consultants. The Corporation may obtain the services
of outside accountants, attorneys and other consultants.
ARTICLE 3. Shares
Section (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.
Section (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).
Section (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.
Section (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.
Section (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.
Section (f). Meetings. The annual meeting and all special meetings of
Stockholders may be held at such time and place within or without the State of
Mississippi 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 such day of such month of each year (other than a Saturday, Sunday or
holiday) as shall be determined by the Directors or, if the Directors fails to
act, by the President. 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 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.
Section (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.
ARTICLE 4. Administrative Provisions
Section (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 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.
Section (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.
Section (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.
Section (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.
Section (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 Mississippi Business Corporation Law.
Section (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 Mississippi 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 the for the advance in the event of a determination
that the indemnitee is not entitled to indemnification by the Corporation.
ARTICLE 5. Profit or Losses
Section (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.
Section (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.
ARTICLE 6. Securities of Other Corporations
Section (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 (i) attend and to vote at any meeting of security
holders of other companies in which the Corporation may hold securities; (ii)
execute any proxy for such meeting on behalf of the Corporation; and (iii)
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 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.
Section (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.
ARTICLE 7. General Provisions
Section (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
Mississippi 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.
Section (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.
Section (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.
Section (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 Mississippi Business Corporation Law.
C E R T I F I C A T E
I certify that the foregoing By-laws of IOC - Coahoma, Inc. were adopted by
unanimous written consent of the Directors as of September 23, 1998.
/s/ Allan B. Solomon
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ALLAN B. SOLOMON
Secretary