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EXHIBIT 3.8
BYLAWS OF
AMERISTAR CASINO COUNCIL BLUFFS, INC.
TABLE OF CONTENTS
BYLAW I 1
OFFICES 1
BYLAW II 1
SHAREHOLDERS 1
Section 1. Annual Meeting 1
Section 2. Special Meetings 1
Section 3. Place of Shareholders Meeting 1
Section 4. Notice of Meeting 1
Section 5. Closing of Transfer Books or Fixing
of Record Date 2
Section 6. Voting Lists 2
Section 7. Quorum 3
Section 8. Proxies 3
Section 9. Voting of Shares 3
Section 10. Voting of Shares by Certain Holders 3
Section 11. Informal Action by Shareholders 4
Section 12. Voting by Ballot 4
Section 13. Corporation's Acceptance of Votes 4
BYLAW III 4
BOARD OF DIRECTORS 4
Section 1. General Powers 4
Section 2. Number, Tenure and Qualification 4
Section 3. Regular Meetings 5
Section 4. Special Meetings 5
Section 5. Notice 5
Section 6. Quorum 6
Section 7. Manner of Acting 6
Section 8. Vacancies 6
Section 9. Compensation 6
Section 10. Presumption of Assent 6
Section 11. Informal Action by Directors 6
Section 12. Committees 7
BYLAW IV 7
EXECUTIVE COMMITTEE 7
Section 1. Appointment 7
Section 2. Authority 7
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BYLAWS OF
AMERISTAR CASINO COUNCIL BLUFFS, INC.
TABLE OF CONTENTS
(continued)
Section 3. Tenure and Qualifications 7
Section 4. Meetings 7
Section 5. Quorum 8
Section 6. Action Without a Meeting 8
Section 7. Vacancies 8
Section 8. Resignations and Removal 8
Section 9. Procedure 8
BYLAW V 8
OFFICERS 8
Section 1. Number 8
Section 2. Election and Term of Office 9
Section 3. Removal 9
Section 4. Vacancies 9
Section 5. President 9
Section 6. Vice Presidents 9
Section 7. Secretary 10
Section 8. Treasurer 10
Section 9. Assistant Secretaries and Assistant
Treasurers 10
Section 10. Other Assistants and Acting Officers 11
Section 11. Salaries 11
BYLAW VI 11
CONTRACTS, LOANS, CHECKS, AND DEPOSITS 11
Section 1. Contracts 11
Section 2. Loans 11
Section 3. Checks, Drafts, etc 11
Section 4. Deposits 11
Section 5. Conflicts of Interest 11
BYLAW VII 12
CERTIFICATES FOR SHARES AND THEIR TRANSFER 12
Section 1. Certificates for Shares 12
Section 2. Transfer of Shares 12
BYLAW VIII 13
FISCAL YEAR 13
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BYLAWS OF
AMERISTAR CASINO COUNCIL BLUFFS, INC.
TABLE OF CONTENTS
(continued)
BYLAW IX 13
DIVIDENDS 13
BYLAW X 13
CORPORATE SEAL 13
BYLAW XI 13
INDEMNIFICATION 13
Section 1. Indemnification 13
Section 2. Indemnification 14
Section 3. Indemnification 14
BYLAW XII 15
VOTING OF SHARES OWNED BY CORPORATION 15
BYLAW XIII 16
WAIVER OF NOTICE 16
BYLAW XIV 16
AMENDMENTS 16
BYLAW XV 16
EMERGENCY BYLAWS 16
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B Y L A W S O F
AMERISTAR CASINO COUNCIL BLUFFS, INC.
BYLAW I
OFFICES
The principal office of the Corporation in the State of Iowa shall be
located in the City of Council Bluffs, County of Pottawattamie. The Corporation
may have such other offices, either within or without the State of Iowa, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.
The Registered Office of the Corporation required by the Iowa Business
Corporation Act to be maintained in the State of Iowa may be, but need not be,
identical with the principal office in the State of Iowa, and the address of the
Registered Office may be changed from time to time by the Board of Directors.
BYLAW II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The Annual Meeting of the Shareholders shall
be held at such time and place as the Board of Directors shall determine. The
failure to hold an annual meeting at the time stated in these Bylaws does not
affect the validity of any corporate action.
SECTION 2. SPECIAL MEETINGS. Special Meetings of the Shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than one-tenth (1/10th) of
all of the outstanding shares of the Corporation entitled to vote at the
meeting.
SECTION 3. PLACE OF SHAREHOLDERS MEETING. The Board of Directors may
designate any place, either within or without the State of Iowa, as the place of
meeting of any Annual Meeting or for any Special Meeting called by the Board of
Directors. A Waiver of Notice signed by all Shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Iowa, as
the place for holding of such meeting. If no designation is made, or if a
Special Meeting be otherwise called, the place of meeting shall be the Principal
Office of the Corporation.
SECTION 4. NOTICE OF MEETING. Written or printed Notice stating the
place, day, and hour of the meeting, and, in case of a Special Meeting, the
purpose or purposes for which the Meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the Meeting,
either
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personally or by mail, by or at the direction of the President, the Secretary,
or the Officer, or persons calling the Meeting, to each Shareholder of record
entitled to vote at such Meeting. If mailed, such Notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the Shareholder
at his or her address as it appears on the stock transfer books of the
Corporation, with proper postage thereon prepaid.
SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining Shareholders entitled to Notice of, or to vote at any
Special Meeting of Shareholders or any adjournment thereof, or Shareholders
entitled to receive payment of any dividend, or in order to make a determination
of Shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period, but not to exceed, in any case, sixty (60) days. If the stock
transfer books shall be closed for the purpose of determining Shareholders
entitled to Notice of or to vote at a Meeting of Shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of Shareholders, such date in
any case to be not more than sixty (60) days, and in case of a Meeting of
Shareholders, not less than ten (10) days prior to the date of which the
particular action, requiring such determination of Shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of Shareholders entitled to Notice of or to vote at a Meeting of
Shareholders, or Shareholders entitled to receive payment of a dividend, the
date on which Notice of the Meeting is mailed or the date on which the
Resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of Shareholders.
When a determination of Shareholders entitled to vote at any Meeting of
Shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof.
SECTION 6. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a Shareholder's list
available for inspection by any shareholder beginning two (2) business days
after notice of the meeting is given for which the list was prepared and
continuing through the time of the meeting. Such list shall be arranged in
alphabetical order with the address of and the number of shares held by each
Shareholder and shall be kept on file at the registered office of the
Corporation or at a place identified in the meeting notice in the city where the
meeting will be held. A Shareholder or Shareholder's agent or attorney is
entitled on written demand to inspect and, subject to the requirements of
Section 1602(3) of the Iowa Business Corporation Act, to copy the list, during
regular business hours and at the person's expense, during the period it is
available for inspection. The original stock transfer book shall be prima facie
evidence as to who are
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the Shareholders entitled to examine such list or transfer books or to vote at
any Meeting of Shareholders.
SECTION 7. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a Meeting of Shareholders. If less than a majority of
such outstanding shares are represented at a meeting, a majority of the voting
shares so represented may adjourn the meeting from time to time without further
notice. 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 meeting as originally notified. Once a share is represented for any purpose
at the meeting, it is deemed present for quorum purposes for the remainder of
the meeting and for any adjournment of that meeting unless a new record date is
or must be set for that adjourned meeting.
SECTION 8. PROXIES. At all Meetings of Shareholders, a Shareholder may
vote by proxy executed in writing by the Shareholder or by his or her duly
authorized attorney-in-fact. Such appointment of proxy shall be filed with the
Secretary of the Corporation before or at the time of the meeting. An
appointment of a proxy is revocable by the Shareholder and shall be invalid
after eleven (11) months from the date of its execution, unless otherwise
explicitly provided in the proxy. Subject to these bylaws and to any express
limitation on the proxy's authority as stated on the proxy appointment form, the
Corporation is entitled to rely on the proxy's vote or other action as that of
the Shareholder making the appointment.
SECTION 9. VOTING OF SHARES. Each outstanding share entitled to vote,
regardless of class, is entitled to vote on each matter at a Shareholders
meeting, unless the Articles provide otherwise.
SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by such officer, agent, or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him or her, either in person or by proxy, without a transfer of such
share into his or her name. Shares standing in the name of a trustee may be
voted by him or her, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him or her without a transfer of such shares
into his or her name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his or her name if authority so to do
be contained
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in an appropriate order of the court by which such receiver was appointed.
A Shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares nor shares held by another corporation, if a
majority of the shares entitled to vote for the election of Directors of such
other corporation is held by the Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.
SECTION 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the Shareholders, or any other action which may be taken
at a Meeting of the Shareholders, may be taken without a meeting if one or more
written consents describing the action taken are signed by all of the
Shareholders entitled to vote with respect to the subject matter thereof.
SECTION 12. VOTING BY BALLOT. Voting by Shareholders on any question or
in any election may be viva voce unless the presiding officer shall order, or
any Shareholder shall demand that voting be by written ballot.
SECTION 13. CORPORATION'S ACCEPTANCE OF VOTES. The Corporation, its
Secretary or other officer or agent authorized to tabulate votes, is entitled to
accept or reject a vote, consent, waiver, or proxy appointment if acting in good
faith and where rejecting, also has reasonable basis for doubt about the
validity of the signature on it or about the signator's authority to sign for
the Shareholder. The Corporation and its Officer or agent who accepts or rejects
a vote, consent, waiver or proxy appointment in accordance with the standards of
the Iowa Business Corporation Act is not liable in damages to the Shareholder
for the consequences of the acceptance or rejection. Corporation actions based
on the acceptance or rejection of a vote, consent, waiver, or proxy appointment
based on such standards are valid unless a court of competent jurisdiction
determines otherwise.
BYLAW III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by its Board of Directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATION. The number of Directors of
the Corporation shall be at least one (1), however, such number may be increased
by the Shareholders at a duly called meeting of the Shareholders or by the Board
of Directors. The Board of Directors may increase or decrease by thirty percent
(30%) or less, the number of Directors last
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approved by the Shareholders. Only Shareholders may increase or decrease by more
than thirty percent (30%) the number of Directors last approved by the
Shareholders. Once elected, the number of Directors shall remain the same until
the next Annual Meeting of Shareholders or amendment by the Shareholders or
Board of Directors. Each Director shall be elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present and shall hold office until the next Annual Meeting of
Shareholders and until his or her successor shall have been elected and
qualified, unless removed at a meeting called expressly for that purpose by a
vote of the holders of a majority of the shares then entitled to vote at an
election of Directors. Directors need not be residents of the State of Iowa or
Shareholders of the Corporation.
SECTION 3. REGULAR MEETINGS. A Regular Meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the Annual Meeting of Shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of Iowa, for the holding of additional Regular Meetings without notice other
than such resolution.
SECTION 4. SPECIAL MEETINGS. Special Meetings of the Board of Directors
may be called by or at the request of the President or any Director. The person
or persons authorized to call Special Meetings of the Board of Directors may fix
any place, either within or without the State of Iowa, as the place for holding
any Special Meeting of the Board of Directors called by them.
SECTION 5. NOTICE. Notice of any Special Meeting shall be given at least
two (2) days prior thereto by written notice delivered personally or mailed to
each Director at his or her business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with proper postage thereon prepaid. If Notice is given by
telegram, such Notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. The Corporation shall act in good faith,
serving each Director with such notice reasonably calculated under the
circumstances to inform the Director of a meeting. Any Director may waive Notice
of any meeting. The attendance of a Director at a meeting shall constitute a
Waiver of Notice of such meeting, except where a Director attends a meeting for
the express purpose of objecting to the transactions of any business because the
meeting is not lawfully called or commenced. In the event the Director does not
attend such meeting, the waiver must be in writing signed by the Director
entitled to the notice and filed with the minutes or corporate records. Neither
the business to be transacted at, nor the purpose of, any Regular or Special
Meeting of the Board of Directors need be specified in the Notice or Waiver of
Notice of such meeting.
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SECTION 6. QUORUM. A majority of the number of Directors fixed by
Section 2 of this Bylaw III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. A Director shall be considered present at a Meeting of the Board
of Directors or of a committee designated by the Board if he or she participates
in such meeting by conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other.
SECTION 8. VACANCIES. Any vacancy occurring in the Board of Directors
and any directorship to be filled by reason of an increase in the number of
Directors may be filled by the affirmative vote of a majority of the Directors
then in office, even if less than a quorum of the Board of Directors. A Director
so elected shall be elected for the unexpired term of his or her predecessor in
office or the full term of such new directorship.
SECTION 9. COMPENSATION. By Resolution of the Board of Directors, each
Director may be paid his expenses, if any, of attendance at each Meeting of the
Board of Directors, and may be paid a stated salary as Director or a fixed sum
for attendance at each Meeting of the Board of Directors or both. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
SECTION 10. PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a Meeting of the Board of Directors at which action on any Corporate
matter is taken shall be presumed to have assented to the action taken unless
his or her dissent shall be entered in the minutes of the meeting or unless he
or she shall file his or her written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof, or unless
he or she delivers his or her written notice of his or her dissent to the
presiding officer of the meeting before its adjournment or to the Corporation
immediately after the adjournment by registered or certified mail postmarked by
the close of the next business day after the adjournment of said meeting. Such
right to dissent shall not apply to a Director who voted in favor of such
action.
SECTION 11. INFORMAL ACTION BY DIRECTORS. Any action required to be
taken at a Meeting of Directors, or any action which may be taken at a Meeting
of Directors or of a committee of Directors, may be taken without a meeting if a
consent in writing setting forth the action so taken, shall be signed by all of
the Directors or all of the members of the committee of Directors, as the case
may be.
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SECTION 12. COMMITTEES. The Board of Directors may, from time to time,
by Resolution adopted by a majority of the full Board of Directors, appoint from
its members a committee or committees, temporary or permanent, and to the extent
permitted by law and these Bylaws, may designate the duties, powers and
authorities of such committee.
BYLAW IV
EXECUTIVE COMMITTEE
SECTION 1. APPOINTMENT. The Board of Directors, by Resolution adopted by
a majority of the full Board, may designate any of its members to constitute an
Executive Committee. The designation of such Committee and the delegation
thereto of authority shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed by law.
SECTION 2. AUTHORITY. The Executive Committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by the Resolution appointing the Executive Committee and except also
that the Executive Committee shall not have the authority of the Board of
Directors in reference to amending the Articles of Incorporation; adopting a
plan of merger or consolidation; authorizing distributions; fill vacancies on
the Board of Directors or on any of its committees; authorize or approve
reacquisition of shares except according to a formula or method prescribed by
the Board of Directors; authorize or approve the issuance or sale or contract
for sale of shares or determine the designation and relative rights, preferences
and limitations of a class of shares or approve or propose to Shareholders any
action that is required to be approved by Shareholders; recommending to the
Shareholders the sale, lease or other disposition of all or substantially all of
the property and assets of the Corporation otherwise than in the usual and
regular course of its business; recommending to the Shareholders a voluntary
dissolution of the Corporation or a revocation thereof; or amending the Bylaws
of the Corporation.
SECTION 3. TENURE AND QUALIFICATIONS. Subject to the provisions of
Section 8 of this Bylaw, each member of the Executive Committee shall hold
office until the next regular Annual Meeting of the Board of Directors following
his or her designation.
SECTION 4. MEETINGS. Regular Meetings of the Executive Committee may be
held without notice at such times and places as the Executive Committee may fix
from time to time by resolution. Special Meetings of the Executive Committee may
be called by any member thereof upon not less than twenty-four (24) hours'
notice stating the place, date and hour of the meeting, which notice may be
written or oral, and if mailed, shall be deemed to be delivered when deposited
in the United States mail addressed to
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the member of the Executive Committee at his or her business address. Any member
of the Executive Committee may waive notice of any meeting and no notice of any
meeting need to be given to any member thereof who attends in person. Meetings
may be called without notice if all members of the Executive Committee are
present and do not object in writing prior to taking action on any issue. The
notice of a meeting of the Executive Committee need not state the business
proposed to be transacted at the meeting.
SECTION 5. QUORUM. All of the members of the Executive Committee shall
be required for a quorum for the transaction of business at any meeting thereof
and action of the Executive Committee must be authorized by the unanimous
affirmative vote of all of the members present at a meeting at which a quorum is
present in person or by conference call.
SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken by the Executive Committee at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the members of the Executive Committee. The same presumption of assent
applies to the Executive Committee as applies to the Board of Directors as set
forth in Bylaw III, Section 10.
SECTION 7. VACANCIES. Any vacancy in the Executive Committee may be
filled by a resolution adopted by a majority of the full Board of Directors.
SECTION 8. RESIGNATIONS AND REMOVAL. Any member of the Executive
Committee may be removed at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member of the Executive
Committee may resign from the Executive Committee at any time by giving written
notice to the President or Secretary of the Corporation, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 9. PROCEDURE. The Executive Committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these Bylaws.
BYLAW V
OFFICERS
SECTION 1. NUMBER. The Officers of the Corporation shall be President,
one or more Vice Presidents (the number thereof to be determined by the Board of
Directors), a Secretary, and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other Officers and Assistant Officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same persons.
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SECTION 2. ELECTION AND TERM OF OFFICE. The Officers of the Corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the Meeting of the Board of Directors held after each Annual
Meeting of the Shareholders. If the election of Officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each Officer shall hold office until his or her successor shall have been
duly elected and shall have qualified or until his or her death or until he or
she shall resign or shall have been removed in the manner hereinafter provided.
SECTION 3. REMOVAL. Any Officer or agent may be removed by the Board of
Directors at any time with or without cause, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. PRESIDENT. The President shall be the principal executive
Officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. Unless a chairman has been elected and is present,
he or she shall, when present, preside at all Meetings of the Shareholders and
of the Board of Directors. He or she may sign, with the Secretary or any other
proper Officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other Officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. VICE PRESIDENTS. In the absence of the President or in the
event of his or her death, inability, or refusal to act, the Vice President (or
in the event there be more than one Vice President, the Vice Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice President may sign, with
the Secretary or an Assistant Secretary, certificates for shares of the
Corporation; and shall perform such other duties as from time to time may be
assigned to him or her by the President or by the Board of Directors.
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SECTION 7. SECRETARY. The Secretary shall: (a) keep the minutes of the
proceedings of the Shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the Corporate records and of the seal of the Corporation, if any,
and see that the seal of the Corporation, if said Corporation has a seal, is
affixed to all documents the execution of which on behalf of the Corporation
under its seal is duly authorized; (d) keep a register of the post office
address of each Shareholder which shall be furnished to the Secretary by such
Shareholder; (e) sign with the President, or a Vice President certificates for
shares of the Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation; and (g) in general perform all duties
incident to the Office of Secretary and such other duties as from time to time
may be assigned to that person by the President or by the Board of Directors.
SECTION 8. TREASURER. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
or she shall:
(a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies
due and payable to the Corporation from any source whatsoever, and
deposit all such monies in the name of the Corporation in such banks,
trust companies or other depositories as shall be selected in accordance
with the provisions of Bylaw V of these Bylaws; and
(b) in general perform all of the duties incident to the Office
of Treasurer and such other duties as from time to time may be assigned
to that person by the President or by the Board of Directors.
SECTION 9. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant
Secretaries, when authorized by the Board of Directors, may sign with the
President or a Vice President certificates for shares of the Corporation, the
issuance of which shall have been authorized by a Resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors. The Assistant Secretaries and Assistant
Treasurers shall have no administrative powers unless specifically directed by
Resolution of the Board of Directors.
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SECTION 10. OTHER ASSISTANTS AND ACTING OFFICERS. The Board of Directors
shall have the power to appoint any person to act as Assistant to any Officer,
or to perform the duties of such Officer whenever for any reason it is
impracticable for such Officer to act personally, and such Assistant or acting
Officer so appointed by the Board of Directors shall have the power to perform
all the duties of the Office to which he is so appointed to be Assistant, or as
to which he or she is so appointed to act, except as such powers may be
otherwise defined or restricted by the Board of Directors.
SECTION 11. SALARIES. The salaries of the Officers shall be fixed from
time to time by the Board of Directors and no Officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a Director of
the Corporation.
BYLAW VI
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a Resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner as shall, from time to time, be
determined by Resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited, from time to time, to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.
SECTION 5. CONFLICTS OF INTEREST. No contract or other transaction
between the Corporation and one or more of its Directors or any other
corporation, firm, association or entity in which one or more of its Directors
are Directors or officers or are financially interested in the Corporation,
shall be either void or voidable because of such relationship or interest or
because such Director or Directors are present at the meeting of the Board of
Directors or a committee thereof which authorizes, approves or ratifies such
contract, or transaction or because
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his, her or their votes are counted for such purpose, if any of the following
occur:
A. The material facts of such relationship or interest are
disclosed or known to the Board of Directors or committee which
authorizes, approves, or ratifies the contract or transaction by a vote
or consent sufficient for the purposes without counting the vote or
consents of such interested Director.
B. The material facts of such relationship or interest are
disclosed or known to the Shareholders entitled to vote and they
authorize, approve, or ratify such contract or transaction by vote or
written consent.
C. The contract or transaction is fair and reasonable to the
Corporation.
Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction. A
conflict of interest transaction is recognized as authorized, approved, or
ratified if it receives the affirmative vote of the majority of the directors on
the Board or Committee, who have no direct or indirect interest in the
transaction.
BYLAW VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President, or Vice
President, and by the Secretary or an Assistant Secretary, and if the
Corporation has a corporate seal, sealed with the corporate seal or a facsimile
thereof. The signatures of such officers upon a certificate may be facsimiles.
Each certificate for shares shall be con-secutively numbered or otherwise
identified. The name and address of the person to whom the shares are issued and
date of issue, shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer shall be canceled
and no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed, or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by a holder of
record thereof or by his or her legal representative, who shall furnish proper
evidence of authority to transfer, or by his or her attorney thereunto
authorized by power
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of attorney duly executed and filed with the Secretary of the Corporation, and
on surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
BYLAW VIII
FISCAL YEAR
The fiscal year of the Corporation shall be as fixed by the Board of
Directors. In the event the Board of Directors fail to specifically designate a
different fiscal year, then the fiscal year shall be the calendar year.
BYLAW IX
DIVIDENDS
The Board of Directors may, from time to time, declare and the
Corporation may pay dividends on its outstanding shares in the manner, and upon
the terms and conditions provided them by the Articles of Incorporation and the
laws of the State of Iowa.
BYLAW X
CORPORATE SEAL
The Board of Directors may provide a Corporate seal which, if provided
for, shall be circular in form and shall have inscribed thereon the name of the
Corporation and the state of incorporation and the words, "Corporate Seal."
BYLAW XI
INDEMNIFICATION
SECTION 1. INDEMNIFICATION; THIRD PARTY ACTIONS;. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he or she is or was a
director of the Corporation, or is or was serving at the request of the
Corporation as a director of another corporation, partnership, joint venture,
trust or other enterprise, against all expense (including attorneys' fees),
liabilities, judgment, fines and amounts paid in settlement actually and
reasonably incurred by, or imposed upon, him or her in connection with such
action, suit or proceeding, except in such cases wherein such person is adjudged
to be liable for misconduct in the performance of his or her duty of loyalty to
the Corporation or its Shareholders, for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of the law, for a
transaction from which such person
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derives an improper personal benefit, or under Section 833 of the Iowa Business
Corporation Act. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in,
or not opposed to, the best interest of the Corporation, and with respect to any
criminal action or proceeding had reasonable cause to believe that his or her
conduct was unlawful.
SECTION 2. INDEMNIFICATION; DERIVATIVE ACTIONS. The Corporation shall
indemnify any person who was or is a party, or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director of the Corporation, or is or was serving at the
request of the Corporation as a director of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, except in such cases wherein such
person is adjudged to be liable for misconduct in the performance of his or her
duty of loyalty to the Corporation or its Shareholders, for acts or omissions
not in good faith or which involve intentional misconduct or knowing violation
of the law, for a transaction from which such person derives an improper
personal benefit, or under Section 833 of the Iowa Business Corporation Act,
unless and only to the extent that the Court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to be indemnified for such expenses which such
court shall deem proper.
SECTION 3. INDEMNIFICATION; FURTHER PROVISIONS. To the extent that a
director of the Corporation has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in Section 1 or Section
2, or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. If the director has not been
successful on the merits or otherwise in such defense, then any indemnification
under Section 1 or Section 2 (unless ordered by a court) shall be made by the
Corporation only as the indemnification of the director is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in Section 1 and Section 2; such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit, or proceedings or (2) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, such counsel to be
selected by a majority of disinterested directors even though less than a quorum
or, if none, by the Dean of the Drake Law School, or, if none, by the
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Dean of the University of Iowa Law School. Expenses incurred in defending a
civil or criminal action, suit, or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in the manner provided in this Section 3 upon receipt of an
undertaking by or on behalf of the director to repay such amount unless it shall
ultimately be determined that he or she is entitled to be indemnified by the
Corporation as authorized in this Bylaw XI. The indemnification provided by this
Bylaw shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of the shareholders
of the Corporation or disinterested directors, or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office and shall continue as to a person who has ceased to be a
director and shall inure to the benefit of the heirs, executors and
administrators of such a person. The Board of Directors shall have power to
purchase and maintain insurance on behalf of any person who is or was a director
of the Corporation, or is or was serving at the request of the Corporation as a
director of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him or her and incurred by
such person in any such capacity or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this section.
BYLAW XII
VOTING OF SHARES OWNED BY CORPORATION
Subject always to the specific directions of the Board of Directors, any
share or shares of stock issued by any other corporation and owned or controlled
by the Corporation may be voted at any shareholders' meeting of such other
corporation by the President of the Corporation if he is present, or in his
absence by any Vice President of the Corporation who may be present. Whenever,
in the judgment of the President, or in his absence, of any Vice President, it
is desirable for the Corporation to execute a proxy or give a shareholders'
consent in respect to any share or shares of stock issued by any other
corporation and owned by the Corporation, such proxy or consent shall be
executed in the name of the Corporation by the President or one of the Vice
Presidents of the Corporation and shall be attested by the Secretary or an
Assistant Secretary of the Corporation without necessity of any authorization by
the Board of Directors. Any person or persons designated in the manner above
stated as the proxy or proxies of the Corporation shall have full right, power
and authority to vote the share or shares of stock issued by such other
corporation and owned by the Corporation the same as such share or shares might
be voted by the Corporation.
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BYLAW XIII
WAIVER OF NOTICE
Whenever a Notice is required to be given to any shareholder or Director
of the Corporation under the provisions of these Bylaws or under the provisions
of the Articles of Incorporation or under the provisions of the Iowa Business
Corporation Act, 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 giving of such Notice.
BYLAW XIV
AMENDMENTS
These Bylaws may be altered, amended or repealed and new bylaws may be
adopted by the Board of Directors at any Regular or Special Meeting by a
majority vote unless the Articles of Incorporation or the laws of the State of
Iowa reserve that power exclusively to the Shareholders in whole or part, or
where the Shareholders in amending or repealing a particular Bylaw expressly
provide that the Board of Directors shall not amend or repeal that Bylaw. These
Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the
Shareholders at any regular or special meeting by a majority of Shareholders
represented and entitled to vote even though the Bylaws may also be altered,
amended, repealed or adopted by the Board of Directors.
BYLAW XV
EMERGENCY BYLAWS
In the event of a catastrophic emergency, the Corporation, the
Shareholder or Shareholders, collectively, holding a majority of the issued and
outstanding stock of the Corporation, or their legal representatives, may meet
and conduct the business of the Corporation until such times as a duly called
meeting can be held subject to the ratification of their acts at such subsequent
meeting.
Approved by the Board of Directors this 10th day of August, 1994.
AMERISTAR CASINO COUNCIL BLUFFS,
INC.
/s/ THOMAS M. STEINBAUER
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Thomas M. Steinbauer, Secretary
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