AMENDED AND RESTATED
BY-LAWS
OF
LAS VEGAS SANDS, INC.
ARTICLE I
Stockholders
Section 1. Meetings of stockholders shall be held at the principal office
of the corporation or at such other place within or without the State of Nevada
as the Directors shall determine. Annual meetings shall be held at 10:00 a.m. in
the forenoon on the first Monday in May of each year. If that day is a holiday,
the meeting shall be on the next business day.
ARTICLE II
Directors
Section 1. The Board of Directors shall consist of not less than one or
more than 15 Directors. The exact number of Directors within the minimum and
maximum limitations specified in the preceding sentence shall be fixed from time
to time by resolution duly adopted by either (a) a vote of a majority of a
quorum of the stockholders or (b) a majority of the entire Board of Directors
then in office, whether or not present at a meeting. Directors need not be
stockholders.
Section 2. A regular meeting of the Board of Directors shall be held
without notice immediately following the annual meeting of stockholders and at
the same
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place. The Board of Directors may provide for the holding without notice of
additional regular meetings.
Section 3. Special meetings of the Board of Directors may be called by the
President or any director on twenty-four hours notice given personally or by
telephone or telegraph or on four days notice by mail. Special meetings shall be
held at the place fixed by the Board of Directors for the holding of meetings,
or if no such place has been fixed, at the principal business office of the
corporation.
Section 4. The holders of two-thirds of the outstanding shares of stock
entitled to vote may at any time peremptorily terminate the term of office of
all or any of the directors by vote at a meeting called for such purpose or by a
written statement filed with the Secretary, or in his absence, with any other
officer. Such removal shall be effective immediately, even if successors are not
elected simultaneously and the vacancies on the Board of Directors resulting
therefrom shall be filled only by the stockholders.
ARTICLE III
Officers
Section 1. The officers of the corporation shall be a President, a
Secretary and a Treasurer. The Board of Directors may also choose additional
vice-presidents and one or more assistant secretaries and assistant treasurers.
Two or more offices may be held by the same person. The officers shall be
elected annually at the regular meeting of the Board of Directors held after the
annual meeting of stockholders and shall hold office only so long as they are
satisfactory to the Board of Directors.
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Section 2. The President shall be the principal executive officer of the
corporation to put into effect the decisions of the Board of Directors. Subject
to such decisions, he shall supervise and control the business and affairs of
the corporation. He shall preside at meetings of the stockholders and directors.
Section 3. Subject to any specific assignment of duties made by the Board
of Directors, the Vice-President, the Secretary and Treasurer and their
assistants, shall act under the direction of the President. The Vice-President
shall perform the duties of the President when the President is absent or unable
to act. The Secretary shall prepare and keep minutes of the meeting of the
stockholders and the directors and shall have general charge of the stock
records of the corporation. The Treasurer shall have custody of the funds of the
corporation and keep its financial records.
ARTICLE IV
Action of the Board of Directors may be at any time taken without meeting
upon the written consent thereto, signed by all of the members of the Board of
Directors, pursuant to the provisions of NRS 78.315.
ARTICLE V
Miscellaneous
Section 1. The Board of Directors may authorize any officer or agent to
enter into any contract or to execute any instrument for the corporation. Such
authority may be general or be confined to specific instances.
Section 2. In the absence of the President, any officer may enter into any
contract or execute any instrument on behalf of the corporation.
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Section 3. All funds of the corporation shall be deposited in such banks as
the Board of Directors may select and withdrawn in such manner as the Board of
Directors may decide.
Section 4. Certificates representing shares of the corporation shall be in
such form as the Board of Directors shall determine. Transfers of shares shall
be made only on the stock transfer books of the corporation. The person in whose
name shares are recorded on the books of the corporation shall be considered the
owner thereof for all purposes by the corporation.
ARTICLE VI
Amendments
Section 1. These By-Laws may be amended by vote of a majority of the full
Board of Directors at any meeting and by a vote of a majority of a quorum of the
stockholders provided notice of the amendment is given in the notice of the
meeting.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
(1) That I am the duly elected and acting Secretary of LAS VEGAS SANDS,
INC., a Nevada corporation; and
(2) That the foregoing Amended and Restated By-Laws were duly adopted at
the meeting of the Board of Directors duly held on the 6th day of November,
1997.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 14th day of
November, 1997.
/s/ David Friedman
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David Friedman, Secretary