EXHIBIT 3.15
FORM OF BYLAWS
OF
GRAND OLE OPRY TOURS, INC.
OPRYLAND PRODUCTIONS, INC.
WILDHORSE SALOON ENTERTAINMENT VENTURES, INC.
ARTICLE I.
OFFICES
The executive offices of the Corporation shall be in Davidson County,
Tennessee, but the Corporation may have other offices at such places as the
Board of Directors may from time to time decide or as the business of the
Corporation may require.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting. The Annual Meetings of the shareholders shall
be held at the call of the President on a date and at such time and place,
either within or without the State of Tennessee, as may be selected by the
President or the Board of Directors and designated in the call of the meeting.
Section 2. Special Meeting. Special Meetings of the shareholders may be
called at any time by the President, the Board of Directors or the holder or
holders of not less than one tenth (1/10) of all of the shares entitled to vote
at such meeting, to be held at such time and place, either within or without the
State of Tennessee, as may be designated in the call of the meeting.
Section 3. Notice of Meeting. Written notice stating the place, day and
hour of annual and special meetings of shareholders shall be given to each
shareholder, either personally or by mail to his last address of record with the
Corporation, not less than ten (10) nor more than sixty (60) days before the
date of the meeting. Notice of any Special Meeting of shareholders shall state
the purpose or purposes for which the meeting is called and the person or
persons calling the meeting. Notice of any Annual or Special Meeting of
shareholders may be waived by the person or persons entitled thereto by signing
a written waiver of notice at any time before or after the meeting is completed,
which waiver may be signed by a shareholder or by his attorney-in-fact or proxy
holder.
Section 4. Voting. At all meetings of shareholders, all shareholders of
record shall be entitled to one vote for each share of stock standing in their
name and may vote either in person or by proxy. Proxies shall be filed with the
Secretary of State of the meeting before being voted or counted for the purpose
of determining the quorum.
Section 5. Quorum. At all meetings of shareholders, a majority of the
outstanding shares of stock entitled to vote , represented in person or by
proxy, shall constitute a quorum for the transaction of business. The vote or
authorization of a majority of the shares represented at any meeting at which a
quorum is present or represented shall determine the action taken on any
matter that may come before the meeting unless otherwise specifically required
by law or by express provision of the charter or bylaws of the corporation.
Section 6. Action by Written Consent. The shareholders shall be permitted
to act by written consent as provided in the Tennessee Business Corporation Act,
as amended from time to time.
ARTICLE III.
DIRECTORS
Section 1. Number and Qualifications. The business and affairs of the
Corporation shall be managed and controlled by a Board of Directors. Unless
otherwise designated in the charter, the number of Directors shall never be less
than the number permitted by law. Directors need not be shareholders of the
Corporation.
Section 2. Election and Term of Office. Unless named in the charter, the
first Board of Directors shall be designated by the incorporator(s) and
thereafter, the Directors shall be elected as the Annual Meeting of
shareholders; but if any such Annual Meeting is not held or if the Directors are
not elected at any such Annual Meeting, the Directors may be elected at any
Special Meeting of the shareholders. Directors shall be elected by a plurality
of the votes cast. The Directors shall hold office until the next Annual Meeting
of shareholders and thereafter until their respective successors have been
elected and qualified..
Section 3. Meetings. Regular meetings of the Directors shall be held
annually following the Annual Meeting of the shareholders. Special meetings of
the Directors may be called at any time by the President or by any two (2)
Directors on at least two (2) days' notice sent by any usual means of
communication. Notice of any such meeting may be waived by the person or persons
entitled thereto by signing a written waiver of notice at any time before or
after the meeting is completed. Attendance of a Director at a meeting shall
constitute a waiver of notice thereof unless such attendance is for the express
purpose of objecting to such meeting. Any meeting of the Board of Directors may
be held within or without the State of Tennessee at such place as may be
determined by the person or persons calling the meeting.
Section 4. Quorum. A majority of the total number of Directors prescribed
for the Corporation shall constitute a quorum for the transaction of business.
The vote or action of a majority of the Directors present at any meeting at
which a quorum is had shall decide any matter that may come before the meeting
and shall be the act of the Board unless otherwise specifically required by law
or by express provision of the charter or bylaws of the Corporation.
Section 5. Vacancies. Vacancies in the Board of Directors occurring for
any reason, including an increase in the number of Directors, resignation, or
the removal of any Director with or without cause, may be filled by vote of a
majority of the Directors then in office although less than a quorum exists; but
if the offices of a majority of the entire Board of Directors shall be vacant at
the same time, such vacancies shall be filled only by vote of the shareholders.
A
Director entitled to fill any vacancy shall hold office until the next Annual
Meeting of shareholders and thereafter until his successor has been elected and
qualified.
Section 6. Removal and Resignation. Any or all of the Directors may be
removed with or without cause, at any time, by vote of the shareholders. Any
Director may resign at any time, such resignation to be made in writing and to
take effect immediately or on such later date as may be specified therein
without acceptance.
Section 7. Committees. From time to time, a majority of the entire Board
of Directors may by resolution appoint an executive committee or any other
committee or committees for any purpose or purposes to the extent permitted by
law, which committee or committees shall have such powers as shall be specified
in the resolution of appointment
Section 8. Action by Written Consent. The Directors shall be permitted to
act by written consent as provided in the Tennessee Business Corporation Act, as
amended from time to time.
ARTICLE IV.
OFFICERS
Section 1. Designation. The officers of the Corporation shall be a
President, on or more Vice-Presidents, a Secretary, and a treasurer. Any two (2)
or more of such offices may be held by the same person except the offices of
President and Secretary.
Section 2. President. The President shall be the chief executive officer
of the Corporation and shall exercise all the powers and duties customarily
exercised by the chief executive officer of business corporations. He or she
shall preside at all meetings of the shareholders and the Board of Directors and
shall call regular and special meetings of the shareholders and Board of
Directors in accordance with these bylaws. He or she shall have general
supervision of the business and property of the Corporation and may appoint
agents and employees of the Corporation, other than the officers elected or
appointed by the Board, subject to the approval of the Board. He or she shall
perform such other duties as may from time to time be prescribed by the Board.
Section 3. Vice President. The Vice President or Vice Presidents shall
assist the President in the management of the Corporation and shall have such
other powers and perform such other duties as may be assigned by the Board. In
the absence, disqualification or incapacity of the President, the senior vice
present shall perform the duties and exercise the powers of the President.
Section 4. Secretary. The Secretary shall keep the minutes of all meetings
of the shareholders and the Board of Directors in appropriate books, and he
shall attend to the giving of all notices for the Corporation. He or she shall
have charge of the seal and stock books of the Corporation and such other books
and papers as the Board may direct and shall in general
perform all duties incident to the office of Secretary of the Corporation. He or
she shall perform such other duties as may from time to time be prescribed by
the Board.
Section 5. Treasurer. The Treasurer shall have the care and custody of all
funds and securities of the Corporation, and he or shall in general perform all
duties incident to the office of Treasurer of the Corporation. He or she shall
perform such other duties as may from time to time be prescribed by the Board.
Section 6. Other Officers. The Board of Directors may appoint, or may
authorize the President to appoint, one or more Vice Presidents, an Assistant
Secretary, an Assistant Treasurer, and such other officers as the Board may from
time to time decide, who shall have such authority and perform such duties as
may from time to time be prescribed by the Board or designated by the President.
Section 7. Election and Term of Office. The officers shall be elected or
appointed at the regular meeting of the Board of Directors following the Annual
Meeting of shareholders, provided that any vacancy or newly created office may
be filled at a special meeting of the Board. The officers shall hold office at
the pleasure of the Board, and any officer may be removed at any time by a
majority of the entire Board. Unless otherwise determined by the Board, each
officer shall hold office until the next regular meeting of the Board following
the Annual Meeting of shareholders and thereafter until his successor has been
elected or appointed and qualified.
ARTICLE V.
SHARES
Section 1. Certificates. The shares of the Corporation shall be
represented by certificates in such form as the Board of Directors may from time
to time prescribe. Such certificates shall be numbered consecutively in the
order in which they are issues, which numbering system may be separated by class
or series if there shall be more than one class or series. The certificates
shall be signed by the President and Secretary unless the Board of Directors
shall otherwise designate any two (2) officers of the Corporation for such
purpose.
Section 2. Record. The name and address of all persons to whom the shares
of the Corporation are issued, the number of shares, and the date of issue shall
be entered on the books of the Corporation. It shall be the duty of each
shareholder to notify the Corporation of his address.
Section 3. Transfers. The shares of the Corporation are transferable only
on the books of the Corporation by the registered holder thereof, either in
person or by power of attorney, and upon delivery and surrender of the
certificate representing such shares properly endorsed for transfer.
Certificates exchanged or surrendered shall be cancelled by the Secretary and
placed in the corporate records.
Section 4. Loss of Certificates. In the case of the loss, mutilation or
destruction of a certificate.
ARTICLE VI.
SEAL
Section 1. Authority to Adopt. The Corporation may have a seal in such
form as the Board of Directors may adopt, and the Board of Directors may from
time to time change the form of the seal of the Corporation.
Section 2. Scroll Seal. In the event the Board shall not have adopted a
seal or if it is inconvenient to use the adopted seal at any time, an authorized
signature made in the name and on behalf of the Corporation followed by the word
"Seal" enclosed in parentheses or scroll shall be deemed the seal of the
Corporation.
ARTICLE VII.
FISCAL YEAR
The fiscal year of the Corporation shall begin on January 1 and end on the
last day of December of the same calendar year, but the Board of Directors may
from time to time change the fiscal year of the Corporation.
ARTICLE VIII.
REFUND OF PAYMENTS
In the event that the Internal Revenue Service shall disallow in whole or
in part, the deduction by the Corporation as an ordinary and necessary business
expense of any payment made to an officer of the Corporation, whether as
compensation, interest, rent or reimbursement of the expenses incurred by such
officer, such officer shall reimburse the Corporation to the full extent of such
disallowance. The Board of Directors of the Corporation shall have the duty to
require reimbursement by each such officer to whom payments which have been
disallowed have been made, and it shall be the legal duty of each such officer
thus to reimburse the Corporation. In lieu of direct payment by the officer to
effect such reimbursement, the Board of Directors of the Corporation may in its
discretion, direct and specify the amount to be withheld from the future
compensation payments of such officer until the full amount owed to the
Corporation has been recovered.
ARTICLE IX.
INDEMNITY
Any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any action by or in the
right of the Corporation) by reason of the fact that he or she is or was serving
as an officer of Director of the Corporation or is or was serving at the
request of the Corporation as a Director of officer of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified by
the Corporation against expenses (including reasonable attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith, and he or she reasonably believed that:
(1) In the case of conduct in the officer's or Director's official
capacity with the Corporation, that his or her conduct was in the Corporation's
best interest;
(2) In all other cases, that the officer's or Director's conduct was at
least not opposed to the Corporation's best interests; and
(3) In the case of any criminal proceeding, the officer or Director had
no reasonable cause to believe that his or her conduct was unlawful to the
maximum extent permitted by, and in the manner provided by, the Tennessee
Business Corporation Act as in effect at the date of the adoption of these
bylaws.
ARTICLE X.
AMENDMENT
The shareholders of the Corporation may adopt new bylaws and may amend or
repeal any or all of these bylaws at any Annual or Special Meeting. The Board of
Directors may adopt new bylaws and may amend or repeal any or all of these
bylaws by the vote of a majority of the entire Board, provided that: (i) the
Board shall make no amendment changing the number of Directors, and (ii) any
bylaws adopted by the Board may be amended or repealed by the shareholders.