Exhibit 3.30
AMENDED BYLAWS
OF
GAMECO ACQUISITION, INC.
As adopted June 7, 2001
GAMECO ACQUISITION, INC.
A Virginia Corporation
AMENDED BYLAWS
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ARTICLE I
STOCKHOLDERS
Section 1.1 Annual Meeting. An annual meeting of stockholders
for the purpose of electing directors and of transacting such other business as
may come before it shall be held each year at such date, time, and place, either
within or without the Commonwealth of Virginia, as may be specified by the Board
of Directors.
Section 1.2 Special Meetings. Special meetings of stockholders
for any purpose or purposes may be held at any time upon call of the President,
the Secretary, or a majority of the Board of Directors, at such time and place
either within or without the Commonwealth of Virginia as may be stated in the
notice.
Section 1.3 Notice of Meetings. Written notice of
stockholders' meetings, stating the place, date, and hour thereof, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given by the President or the Secretary to each stockholder
entitled to vote thereat at least ten days but not more than sixty days before
the date of the meeting, unless a different period is prescribed by law.
Section 1.4 Quorum. Except as otherwise provided by law or in
the Certificate of Incorporation or these Bylaws, at any meeting of
stockholders, the holders of a majority of the outstanding shares of common
stock entitled to vote at the meeting shall be present or represented by proxy
in order to constitute a quorum for the transaction of any business. In the
absence of a quorum, a majority in interest of the stockholders present or the
chairman of the meeting may
adjourn the meeting from time to time in the manner provided in Section 1.5 of
these Bylaws until a quorum shall attend.
Section 1.5 Adjournment. Any meeting of stockholders, annual
or special, may adjourn from time to time to reconvene at the same or some other
place, [and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.]
Section 1.6 Organization. The President shall call to order
meetings of stockholders and shall act as chairman of such meetings. The Board
of Directors or, if the Board fails to act, the stockholders may appoint any
stockholder, director, or officer of the corporation to act as chairman of any
meeting in the absence of the President. The Secretary shall act as secretary of
all meetings of stockholders, but, in the absence of the Secretary, the chairman
of the meeting may appoint any other person to act as secretary of the meeting.
Section 1.7 Voting. Except as otherwise provided by law or in
the Certificate of Incorporation or these Bylaws and except for the election of
directors, at any meeting duly called and held at which a quorum is present, a
majority of the votes cast at such meeting upon a given question by the holders
of outstanding shares of stock of all classes of stock of the corporation
entitled to vote thereon who are present in person or by proxy shall decide such
question. At any meeting duly called and held for the election of directors at
which a quorum is present, directors shall be elected by a plurality of the
votes cast by the holders (acting as such) of shares of stock of the corporation
entitled to elect such directors.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 Number and Term of Office. The business, property,
and affairs of the corporation shall be managed by or under the direction of a
Board of Directors consisting of no less than one and no more than five
directors; provided, however, that the Board, by resolution adopted by vote of a
majority of the then authorized number of directors, may increase or decrease
the number of directors. The directors shall be elected by the holders of shares
entitled to vote thereon at the annual meeting of stockholders, and each shall
serve (subject to the provisions of Article IV) until the next succeeding annual
meeting of stockholders and until his respective successor has been elected and
qualified.
Section 2.2 Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board. Special meetings of the Board of Directors
shall be held at such time and place as shall be designated in the notice of the
meeting whenever called by the President or by one of the directors then in
office.
Section 2.3 Notice of Special Meetings. The Secretary, or in
his absence any other officer of the corporation, shall give each director
notice of the time and place of holding of special meetings of the Board of
Directors at least twenty-four hours before the meeting, whether by mail,
telegram, cable, radiogram, or personal service. Unless otherwise stated in the
notice thereof, any and all business may be transacted at any meeting without
specification of such business in the notice.
Section 2.4 Quorum and Organization of Meetings. A majority of
the total number of members of the Board of Directors as constituted from time
to time shall constitute a quorum for the transaction of business, but, if at
any meeting of the Board of Directors (whether or not adjourned from a previous
meeting) there shall be less than a quorum present, a majority of those
present may adjourn the meeting to another time and place, and the meeting may
be held as adjourned without further notice or waiver. Except as otherwise
provided by law or in the Certificate of Incorporation or these Bylaws, a
majority of the directors present at any meeting at which a quorum is present
may decide any question brought before such meeting. Meetings shall be presided
over by the President, or in the absence of the President, the Vice President,
or in the absence of the Vice President, by such other person as the directors
may select. The Secretary of the corporation shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.
Section 2.5 Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence of disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee,
to the extent provided in the resolution of the Board of Directors, shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business, property, and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it, except to the extent expressly prohibited by the Virginia Stock
Corporation Act.
Section 2.6 Action Without Meeting. Nothing contained in these
Bylaws shall be deemed to restrict the power of members of the Board of
Directors or any committee designated by the Board to take any action required
or permitted to be taken by them without a meeting.
Section 2.7 Telephone Meetings. Nothing contained in these
Bylaws shall be deemed to restrict the power of members of the Board of
Directors, or any committee designated by the Board, to participate in a meeting
of the Board, or committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
ARTICLE III
OFFICERS
Section 3.1 Executive Officers. The executive officers of the
corporation shall be a President, an Vice President, a Secretary and a
Treasurer, each of whom shall be elected by the Board of Directors. The Board of
Directors may elect or appoint such other officers (including a Controller and
one or more Assistant Treasurers and Assistant Secretaries) as it may deem
necessary or desirable. Each officer shall hold office for such term as may be
prescribed by the Board of Directors from time to time. Any person may hold at
one time two or more offices.
Section 3.2 Powers and Duties. The President shall preside at
all meetings of the stockholders and of the Board of Directors. In the absence
of the President, the Vice President shall perform all the duties of the
President. The officers and agents of the corporation shall each have such
powers and authority and shall perform such duties in the management of the
business, property, and affairs of the corporation as generally pertain to their
respective offices, as well as such powers and authorities and such duties as
from time to time may be prescribed by the Board of Directors.
ARTICLE IV
RESIGNATIONS, REMOVALS, AND VACANCIES
Section 4.1 Resignations. Any director or officer of the
corporation, or any member of any committee, may resign at any time by giving
written notice to the Board of Directors, the
President, or the Secretary of the corporation. Any such resignation shall take
effect at the time specified therein or, if the time be not specified therein,
then upon receipt thereof. The acceptance of such resignation shall not be
necessary to make it effective.
Section 4.2 Removals. (a) The Board of Directors, by a vote of
not less than a majority of the entire Board, at any meeting thereof, or by
written consent, at any time, may, to the extent permitted by law, remove with
or without cause from office or terminate the employment of any officer or
member of any committee and may, with or without cause, disband any committee.
(b) Any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares
entitled at the time to vote at an election of directors.
Section 4.3 Vacancies. Any vacancy in the office of any
director or officer through death, resignation, removal, disqualification, or
other cause, and any additional directorship resulting from increase in the
number of directors, may be filled at any time by a majority of the directors
then in office (even though less than a quorum remains) or, in the case of any
vacancy in the office of any director, by the stockholders, and, subject to the
provisions of this Article IV, the person so chosen shall hold office until his
successor shall have been elected and qualified; or, if the person so chosen is
a director elected to fill a vacancy, he shall (subject to the provisions of
this Article IV) hold office for the unexpired term of his predecessor.
ARTICLE V
CAPITAL STOCK
Section 5.1 Stock Certificates. The certificates for shares of
the capital stock of the corporation shall be in such form as shall be
prescribed by law and approved, from time to time, by the Board of Directors.
Section 5.2 Transfer of Shares. Shares of the capital stock of
the corporation may be transferred on the books of the corporation only by the
holder of such shares or by his duly
authorized attorney, upon the surrender to the corporation or its transfer agent
of the certificate representing such stock properly endorsed.
Section 5.3 Fixing Record Date. In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion, or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which, unless otherwise provided by law, shall not be
more than seventy days before the date of such meeting. If any meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting, the Board of Directors shall fix a new record date.
Section 5.4 Lost Certificates. The Board of Directors or any
transfer agent of the corporation may direct a new certificate or certificates
representing stock of the corporation to be issued in place of any certificate
or certificates theretofore issued by the corporation, alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors (or any transfer agent of the corporation authorized to do so by a
resolution of the Board of Directors) may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal representative, to give the
corporation a bond in such sum as the Board of Directors (or any transfer agent
so authorized) shall direct to indemnify the corporation against any claim that
may be made against the corporation with respect to the certificate alleged to
have been lost, stolen, or destroyed or the issuance of such new certificates,
and such requirement may be general or confined to specific instances.
Section 5.5 Regulations. The Board of Directors shall have
power and authority to make all such rules and regulations as it may deem
expedient concerning the issue, transfer, registration, cancellation, and
replacement of certificates representing stock of the corporation.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Corporate Seal. The corporate seal shall have
inscribed thereon the name of the corporation and shall be in such form as may
be approved from time to time by the Board of Directors.
Section 6.2 Fiscal Year. The fiscal year of the corporation
shall begin on the 1st day of January in each year and terminate on the 31st day
of December of that year.
Section 6.3 Notices and Waivers Thereof. (a) Whenever any
notice whatever is required by law, the Certificate of Incorporation, or these
Bylaws to be given to any stockholder, director, or officer, such notice, except
as otherwise provided by law, may be given personally, or by mail, or, in the
case of directors or officers, by telegram, cable, or radiogram, addressed to
such address as appears on the books of the corporation. Any notice given by
telegram, cable, or radiogram shall be deemed to have been given when it shall
have been delivered for transmission and any notice given by mail shall be
deemed to have been given when it shall have been deposited in the United States
mail with postage thereon prepaid.
(b) Whenever any notice is required to be given by law, the
Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed
by the person entitled to such notice, whether before or after the meeting or
the time stated therein, shall be deemed equivalent in all respects to such
notice to the full extent permitted by law.
Section 6.4 Stock of Other Corporations or Other Interests.
Unless otherwise ordered by the Board of Directors, the President, the
Secretary, and such attorneys or agents of the
corporation as may be from time to time authorized by the Board of Directors or
the President shall have full power and authority on behalf of this corporation
to attend and to act and vote in person or by proxy at any meeting of the
holders of securities of any corporation or other entity in which this
corporation may own or hold shares or other securities, and at such meetings
shall possess and may exercise all the rights and powers incident to the
ownership of such shares or other securities which this corporation, as the
owner or holder thereof, might have possessed and exercised if present. The
President, the Secretary, or such attorneys or agents, may also execute and
deliver on behalf of this corporation powers of attorney, proxies, consents,
waivers, and other instruments relating to the shares or securities owned or
held by this corporation.
ARTICLE VII
AMENDMENTS
The holders of shares entitled at the time to vote for the
election of directors shall have power to adopt, amend, or repeal the Bylaws of
the corporation by vote of not less than a majority of such shares, and except
as otherwise provided by law, the Board of Directors shall have power equal in
all respects to that of the stockholders to adopt, amend, or repeal the Bylaws
by vote of not less than a majority of the entire Board. However, any Bylaw
adopted by the Board may be amended or repealed by vote of the holders of a
majority of the shares entitled at the time to vote for the election of
directors.