EXHIBIT 3.2
AMENDMENT TO
BY-LAWS
OF
LOUISIANA CASINO CRUISES, INC.
By authority of the Shareholders and the Board of Directors of
Louisiana Casino Cruises, Inc., the President and Secretary of the Corporation
hereby certify that a Resolution amending the By-laws of Louisiana Casino
Cruises, Inc. was duly adopted in conformance with law, by the affirmative vote
of at least two-thirds (2/3) of the voting power of the Corporation and of the
outstanding shares of common stock entitled to vote thereon, at a meeting held
on the 15th day of September, 1998. Said Resolution changes and amends the
By-laws in effect prior to the date hereof by amending Article III to read as
set forth below:
III.
COMMITTEES
SECTION 3.1 COMMITTEES OF THE BOARD OF DIRECTORS
In addition to the executive committee, the Board of Directors
may, by resolutions, designate one or more committees, each committee
shall contain at least one of the directors of the Corporation but may
consist of non-Board members in addition to Board members. 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. Vacancies in the committee may be filled by
designation of the Board of Directors. In the absence or
disqualification of a member of a committee, the member or members
thereof, present at any meeting and not disqualified from voting,
whether or not the same constitutes a quorum, may unanimously appoint a
member of the Board of Directors to act at the meeting in place of any
such absent or disqualified member. Any such committee shall have and
may exercise all powers of the Board of Directors, to the extent
provided in the Resolution of the Board of Directors; but no such
committee shall have the power or authority to amend the articles of
incorporation, adopt an agreement of merger or consolidation, recommend
to the Shareholders the sale, lease or exchange of assets, recommend to
the Shareholders a dissolution of the Corporation, a revocation of a
dissolution, or amend the by-laws of the Corporation; and unless the
Resolution so provides, no such committee
shall have the power or authority to declare a dividend, elect officers
and directors, change the committee's membership, or authorize the
issuance of stock. Such committee or committees shall have such name or
names as may be determined from time to time by Resolution adopted by
the Board of Directors. In the absence of specific direction by the
Board to the contrary, a majority of its members shall constitute a
quorum and the affirmative vote of a majority of its members shall be
necessary for the adoption of the Resolution.
SECTION 3.2 EXECUTIVE COMMITTEE
The Board of Directors may delegate the day-to-day managerial
functions of the Corporation to an executive committee delegating
whatever powers to said committee which the Board in its discretion may
deem fit to so delegate. The executive committee shall contain at least
one (1) director and shall consist of two (2) members, and the
committee shall have all of the powers of the Board when the Board is
not in session, except as limited in the foregoing section.
Thus executed in counterpart on the dates and at the places shown below.
LOUISIANA CASINO CRUISES, INC.
/S/ DAN MEADOWS
---------------
Dan Meadows, President
Date: OCTOBER 14, 1998
Signed at: Phoenix, Arizona
/S/ W. PETER TEMLING
--------------------
W. Peter Temling, Secretary
Date: OCTOBER 2, 1998
Signed at: Miami, Florida
ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF DADE
BE IT KNOWN, that on this 2ND day of OCTOBER, 1998, before me, the
undersigned authority, personally came and appeared:
W. PETER TEMLING
who, being sworn, deposed that he executed the above and foregoing Amendment to
the By-laws of Louisiana Casino Cruises, Inc. of his own free will and as his
own act and deed for the uses, purposes and benefits therein expressed.
WITNESSES:
/S/ DAVID MIZELS
/S/ W. PETER TEMLING
--------------------
W. PETER TEMLING, Secretary
/S/ JONATHON K. COHEN
/S/ NANCY QUINTANA
NOTARY PUBLIC
COMMISSION NO. CC734525
EXPIRES APRIL 16, 2002
ACKNOWLEDGMENT
STATE OF ARIZONA
COUNTY OF MARICOPA
BE IT KNOWN, that on this 14TH day of OCTOBER, 1998, before me, the
undersigned authority, personally came and appeared:
DAN MEADOWS
who, being sworn, deposed that he executed the above and foregoing Amendment to
the By-laws of Louisiana Casino Cruises, Inc. of his own free will and as his
own act and deed for the uses, purposes and benefits therein expressed.
WITNESSES:
/S/ LYNETTE C. PHILLIPS
/S/ DAN MEADOWS
----------------
DAN MEADOWS, President
/S/ BILL SCHRADER
SHELLEY M. PARKER
NOTARY PUBLIC
COMMISSION EXPIRES MAY 10, 1999
RESOLUTION OF THE BOARD OF DIRECTORS
OF
LOUISIANA CASINO CRUISES, INC.
At a meeting of the Board of Directors of Louisiana Casino Cruises,
Inc., held at the registered office of the Corporation on the 15th day of
September, 1998,
Upon motion duly made, seconded and carried, it was,
RESOLVED, that the By-laws of Louisiana Casino Cruises, Inc. be amended
as shown on the attached, and said amendment shall be presented for
consideration of the shareholders and that the shareholders are hereby
recommended by the Board of Directors to vote for adoption of said attached
Amendment to the By-laws.
CERTIFICATE
I hereby certify that the above and foregoing is a true and correct
copy of a resolution of the Board of Directors of Louisiana Casino Cruises,
Inc., unanimously adopted at a meeting of the Board of Directors on September
15, 1998, at which meeting all of the directors of the Corporation were present
and voting.
Thus signed in counterpart.
/S/ W. PETER TEMLING
--------------------
W. Peter Temling, Secretary
ATTEST:
/S/ DAN MEADOWS
- ---------------
Dan Meadows, President
ABSTRACT FROM THE MINUTES
OF THE ANNUAL MEETING
OF THE SHAREHOLDERS OF
LOUISIANA CASINO CRUISES, INC.
The annual meeting of the shareholders of Louisiana Casino Cruises,
Inc. was held at the registered office of the Corporation in Baton Rouge,
Louisiana, on the 15th day of September, 1998.
Upon motion duly made, seconded and carried, it was,
RESOLVED, that the By-laws of Louisiana Casino Cruises, Inc.be amended
in accordance with the attached Amendment;
RESOLVED FURTHER, that the President and Secretary or other appropriate
officers are authorized and directed to certify adoption of the foregoing
Resolution and to take all action necessary to effect the attached Amendment to
the By-laws of Louisiana Casino Cruises, Inc.
CERTIFICATE
I hereby certify that the above and foregoing is a true and correct
abstract from the minutes of the annual meeting of the Shareholders of Louisiana
Casino Cruises, Inc., held in Baton Rouge, Louisiana, on September 15, 1998,
holders and/or representatives of all of the authorized voting shares being
present and voting.
Thus executed in counterpart.
/S/ W. PETER TEMLING
--------------------
W. Peter Temling, Secretary
ATTEST:
/S/ DAN MEADOWS
- ---------------
Dan Meadows, President