BY-LAWS
OF
CASINO MAGIC OF LOUISIANA, CORP.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE.
The principal office of the corporation shall be at 1701 Old Minden
Road,
in the City of Bossier, Parish of Bossier, State of Louisiana.
SECTION 2. OTHER OFFICES.
The corporation may also have offices in such other places, both
within and without the State of Louisiana, as the Board of Directors may from
time to time determine or the business of the corporation may require.
ARTICLE II.
SHAREHOLDERS
SECTION 1. ANNUAL MEETING.
An annual meeting of the shareholders, commencing with the year
1997, shall be held each year on the first Tuesday of the third month
following the end of the corporation's fiscal year for income tax purposes for
the purpose of electing Directors and transacting such other business as may
properly be brought before the meeting. If the election of Directors is not
held on the day designated herein for any annual meeting of the shareholders
or any adjournment thereof, the Board of Directors shall cause the election to
be held at a special meeting of the shareholders as soon thereafter as
conveniently may be done.
SECTION 2. SPECIAL MEETING.
Special meeting 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 or by the Board
of Directors, and shall be called by the President at the written request of
the holders of a majority of all of the outstanding shares of the corporation,
entitled to vote at the meeting.
SECTION 3. PLACE OF MEETING.
The Board of Directors may designate any place, either within or
without the State of Louisiana, as the place of meeting for the annual meeting
or any special meeting called by the Board of Directors; provided, however,
that if the special meeting is called at the written request of shareholders,
the meeting shall be held at the registered office of the corporation. A
waiver of notice signed by all shareholders entitled to vote at the meeting
may designate any place, either within or without the State of Louisiana, as
the place for the holding such meetings. If no designation is made or if a
special meeting be otherwise called, the place of meeting shall be the
registered office of the corporation in the State of Louisiana.
SECTION 4. NOTICE OF MEETINGS.
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 10 nor more than 50
days before the date of the meeting, either personally or by mail, to each
shareholder of record 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 address as it appears on the stock transfer books of
the corporation, with postage prepaid. If the meeting is called by written
request of the shareholders, the date of the meeting shall be not less than 15
nor more than 60 days after receipt of request.
SECTION 5 RECORD DATES.
For the purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof, or for the
purpose of determining shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
corporate purpose, the Board of Directors may fix in advance a date as the
record date for any such determination, such date in any cast to be not more
than 60 days, and in the case of a shareholders' meeting not less than 10
days, prior to the date on which the particular action requiring determination
is to be taken. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
for the determination of 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 the determination.
SECTION 6. LIST OF SHAREHOLDERS.
Prior to every election of Directors, a complete list of
shareholders having voting power present or represented by proxy shall decide
any question brought before the meeting unless the question is one which by
express provisions of the statutes of Louisiana or the Articles of
Incorporation of the corporation or by these By-Laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
SECTION 7. PROXY.
At all shareholders' meetings, each shareholder having the right to
vote shall be entitled to vote in person or by proxy appointed by a written
instrument subscribed by such shareholder and bearing a date not more than
three years prior to the meeting, unless the instrument specifically provided
for a longer period.
ARTICLE III.
DIRECTORS
SECTION 1. GENERAL.
The property and business of the corporation shall be managed by a
Board of Directors exercising all powers of the corporation and empowered to
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the shareholders.
SECTION 2. NUMBER OF DIRECTORS.
The Board shall consist of the number of directors designated in the
Articles of Incorporation. Except as hereinabove provided, the Directors
shall be elected at the annual meeting, or at a special meeting called for
that purpose, and each Director so elected shall hold office for a period of
one year or until his successor shall be entitled to vote at the election,
arranged in alphabetical order, with the residence of each and the number of
voting shares held by each, shall be prepared by the Secretary. Such list
shall be open for examination by any shareholder at the corporation's
principal office during the ten days immediately preceding the election and
shall be produced and kept at the time and place of election during the whole
time thereof, and subject to the inspection of any shareholder.
SECTION 3. QUORUM.
The holders of a majority of the shares of stock issued and
outstanding and entitled to vote threat, present or represented by proxy,
shall be requisite for and shall constitute a quorum at all shareholders'
meetings for the transaction of business, except as otherwise provided by
statute, by the Articles of Incorporation, or by these By-Laws. If less than
a majority of the outstanding share are represented at a meeting, however, a
majority of the outstanding shares so represented may adjourn the meeting from
time to time without notice, other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting where a
quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally called.
SECTION 5. VOTE.
When a quorum is present at a meeting, the vote of the holders of a
majority of the stock elected and shall qualify. Directors need not own
stock.
SECTION 6. VACANCIES.
If any vacancies occur in the Board caused by death, resignation,
retirement, disqualification, or removal from office of any director, a
majority of the directors then in office, though less than a quorum, may
choose a successor or successors, and the directors so chosen shall hold
office until the next annual election and until their successor are duly
elected and shall qualify, unless sooner displaced. If there are no directors
in office, then an election of directors may be held in the manner provided by
statute. If, at the time of filling any vacancy, the directors then in office
shall constitute less than a majority of the whole Board, the proper court
may, upon application of any shareholder or shareholders holding at least ten
percent of the total number of the shares at the time outstanding having the
right to vote for such directors, summarily order an election to be held to
fill such vacancies, or to replace the directors chosen by the directors then
in office.
MEETING OF THE BOARD
SECTION 7. PLACE.
The Directors of the corporation may hold their meetings, both
regular and special, either within or outside the State of Louisiana.
SECTION 8. FIRST MEETING.
The first meeting of each newly elected Board shall be held at such
time and place as shall be fixed by the vote of the stockholders at the annual
meeting and no notice of such meeting shall be necessary to the newly elected
Directors in or to legally constitute the meeting provided a quorum shall be
present; or, the Directors may meet in such place, and at such time, as shall
be fixed by the consent in writing of all the said Directors.
SECTION 9. REGULAR MEETINGS.
Regular meetings of the Board may be held without notice at such
time and place as shall be from time to time determined by the Board.
SECTION 10. SPECIAL MEETINGS.
Special meetings of the Board may be called by the President on 48
hours notice to each Director, either personally or by mail or telegram;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of any two Directors.
SECTION 11. QUORUM.
At all meetings of the Board, a majority of the Directors shall
constitute a quorum for transaction of business, except as otherwise provided
by statute or in the Articles of Incorporation of the corporation. 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 until
a majority is present.
SECTION 12. COMPENSATION.
By resolution of the Board of Directors, the Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a regular sum fixed by them for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.
SECTION 14. WRITTEN CONSENT.
Unless otherwise restricted by the Articles of Incorporation or
these By-Laws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
COMMITTEES OF DIRECTORS
SECTION 15. MINUTES.
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 two or more of the Directors of the corporation, which, to the extent
provided in said resolution, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to be
fixed to all papers which may require it. Any 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.
SECTION 16. MINUTES.
The committees shall keep regular minutes of their proceedings and
report the same to the Board when required.
ARTICLE IV.
NOTICE
SECTION 1. METHOD
Whenever notice is required to be given by any Director or
shareholder under provisions of the laws of Louisiana or of the Articles of
Incorporation of the corporation or of these By-Laws, such notice shall not be
construed to mean personal notice, but may be given in writing, by mail,
addressed to such Director or shareholder in such address as appears on the
books of the corporation, and such notice shall be deemed to be given at the
time mailed.
SECTION 2. WAIVER OF NOTICE.
Whenever any notice is required to be given under the provisions of
the laws of Louisiana or of the Articles of Incorporation or these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto, and such waiver need not specify the purpose of or the
business to be transacted at the meeting.
ARTICLE V.
OFFICERS
SECTION 1. DESIGNATION.
The officers of the corporation shall be a Chairman of the Board, a
President, one or more Vice-Presidents, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. Any two offices may be held
by the same person except that no one may hold the offices of President and
Treasurer at the same time.
SECTION 2. ELECTION.
The Board of Directors at its first meeting after each annual
meeting of shareholders shall choose a President from among its members, and
shall choose one or more Vice-Presidents, a Secretary and a Treasurer, none of
whom need be member of the Board.
SECTION 3. AGENTS.
The Board may appoint such agents on behalf of the corporation as
it shall deem necessary, for such terms and to exercise such powers and
perform such duties as shall be determined from time to time by the Board, and
not conflicting with these By-Laws or the Articles of Incorporation of the
corporation.
SECTION 4. SALARIES.
The salaries of all officers and agents of the corporation shall be
fixed by the Board of Directors.
SECTION 5. TERM.
The officers of the corporation shall hold office until their
successors are chosen and qualify, unless sooner removed or displaced. Any
officer elected or appointed by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the whole Board of Directors
whenever in their judgement the best interest of the corporation would be
served thereby.
SECTION 6. VACANCY.
Vacancy in any office because of death, resignation, removal,
qualification or otherwise may be filled by the Board of Directors for the
unexpired portion of the terms.
CHAIRMAN OF THE BOARD
SECTION 7. DUTIES.
It shall be the duty of the Chairman of the Board of this
corporation, if present, to preside at all meetings of the Board of Directors
and the Executive Committee and exercise and perform such other powers and
duties as may from time to time be assigned to him by the Board of Directors
or prescribed by the By-Laws.
PRESIDENT
SECTION 8. DUTIES
The President shall be the chief 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. He shall, when present, preside at all shareholders' meetings
and shall be an exofficio member of all standing committees. He shall have
general and active management of the business of the corporation and shall see
that all orders and resolutions of the Board are carried into effect. The
president may sign certificates for shares of the corporation and 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 may be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the corporation or shall be required
by law to be otherwise signed or executed.
VICE-PRESIDENT
SECTION 9. DUTIES.
The Vice-President shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President, and
shall perform such other duties as the Board of Directors shall prescribe.
SECRETARY
SECTION 10. DUTIES.
The Secretary of the corporation shall attend all shareholders'
meetings and Board of Directors' meetings and keep the minutes in one or more
books provided for that purpose. He shall also: (1) see that all notices are
duly given in accordance with the provisions of these By-Laws as required by
law; (2) custodian of the corporate records and of the seal of the corporation
and see that the seal of the corporation is affixed to all documents the
execution of which on behalf of the corporation under its seal is duly
authorized; (3) keep a register containing the post office address of each
stockholder which shall be furnished to the Secretary of such stockholder; (4)
sign, with the President, certifies for shares of stock in the corporation,
the issuance of which shall have been authorized by resolution of the Board of
Directors; (5) have general charge of the stock transfer books of the
corporation; and (6) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
TREASURER
SECTION 11. DUTIES.
The Treasurer of the corporation shall have the custody of
corporate funds and securities and shall keep belonging to the corporation and
shall deposit all monies and other valuable effects in the name of and to the
credit of the corporation in such depositories as may be designated by the
Board of Directors. He will also in general perform all the duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by President or by the Board of Directors.
SECTION 12. ACCOUNTING.
He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and he
shall render to the President and Directors, at the regular meetings of the
Board, or whenever they may require it, an account of all his transactions as
Treasurer, and of the financial condition of the corporation.
SECTION 13. BOND.
If required by the Board of Directors, he shall give the corporation
a bond in such sum and with such surety or sureties as shall be satisfactory
to the Board for the faithful performance of the duties of his office and of
the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control
belonging to the corporation.
ASSISTANTS
SECTION 14. DUTIES.
One or more Assistant Secretaries and/or Assistant Treasurers may be
designated and chosen by the Board of Directors and shall have such duties as
may be delegated to them by the Board of Directors.
ARTICLE VI.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Any and all directors and officers and former directors and
officers of the corporation or any person who may have served at the request
of the corporation as a director or officer of another corporation in which
the corporation owns shares of capital stock or of which the corporation is a
creditor (and the heirs, executors and administrators of any such director or
officers or former director or officer or person), shall be indemnified by the
corporation against all costs and legal or other expenses, including costs and
amounts paid in settlement, reasonably incurred by or imposed upon them, or
any of them, in connection with or resulting from any claim, action, suit or
proceeding, whether civil or criminal, in which they, or any of them, are made
parties, or a party, by reason of being or having been directors or officers
or a director or officer of the corporation or of such other corporation.
Such right of indemnification shall not apply, however, in relation to matters
as to which any such director or officer or former director or officer shall
be finally adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of his duty to the corporation or
such other corporation, unless the proper court shall determine that despite
such adjudication of liability, such officer or director is fairly and
reasonably entitled to indemnify for such expense as the court shall deem
proper. If any such claim, action, suit or proceeding is settled (whether by
agreement entry of judgement by consent, or otherwise), the determination in
good faith by the Board of Directors of the corporation that such claim,
action suit or proceeding did not arise out of negligence or misconduct in the
performance of duty by the director or officer or former director or officer
or person indemnified and that such director or officer or former director or
officer or person would not be held liable for the claims, suit or proceeding
in question, shall be necessary and sufficient to justify indemnification.
The right of indemnification herein provided shall not be exclusive under any
statute, By-Law, agreement, vote of shareholders, or otherwise.
ARTICLE VIII.
REIMBURSEMENT OF DISALLOWED DEDUCTIONS
Any payments made to an officer or director of the corporation such
as salary, commissions, bonus, interest, rent or expenses which shall be
disallowed in whole or in part as a deductible expense of the purpose of
corporate tax reporting by the Internal Revenue Service, shall be reimbursed
by such officer to the corporation to the full extent of such disallowance.
The Board of Directors shall take all necessary steps to enforce this
repayment. In lieu of repayment by the officer or directors the Board of
Directors may withhold appropriate amounts from the officer's or director's
future compensation until the payment has been recovered; provided that the
amount withheld is sufficient t extinguish the indebtedness within five (5)
years.
ARTICLE VIII.
CERTIFICATES OF STOCK
SECTION 1. FORM.
Certificates representing shares of stock in the name of the
corporation shall be in such form as determine by the Board of Directors. All
certificates shall be signed by,or in the name of the corporation, the
President or Vice-President, and by the Secretary or Treasurer. All
certificates for such shares shall be consecutively numbered, and the name and
address of the person to whom the shares represented thereby are issued,
together with the name of shares and date of issue shall be entered on the
stock transfer books of the corporation.
SECTION 2. TRANSFER AGENTS, REGISTRARS.
Where a certificate is countersigned (1) by a transfer agent other
than the corporation or its employee, or, (2) by a registrar other than the
corporation or its employee, any other signature on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
SECTION 3. LOST CERTIFICATES.
Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmative of that fact and shall give the
corporation a bond, in such sum as the Board of Directors may require to
indemnify the corporation against any claim that may be made against it on
account of the alleged loss of the certificate. The Board of Directors may
accept the affiant's personal bond if it should appear that he possesses
unencumbered property of sufficient value to assure indemnification. A new
certificate of the same tenor and for the same number of shares as the one
alleged to be lost or destroyed shall then be issued.
SECTION 4. TRANSFER OF STOCK.
Upon surrender to the corporation or the transfer agent of the
corporation of this certificate for share, duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to the person
entitled thereto, to cancel the old certificate and to record the transaction
on its books.
SECTION 5. HOLDER.
The corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and shall not be
bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Louisiana.
ARTICLE IX.
GENERAL PROVISIONS
SECTION 1. DIVIDENDS.
Dividends upon the capital stock of the corporation, subject to any
provisions of the Articles of Incorporation may be declared by the Board of
Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the Articles of Incorporation.
SECTION 2. RESERVE FOR CONTINGENCIES.
Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
Directors may from time to time, in their discretion, deem proper as a reserve
fund to meet contingencies or for repairing or maintaining the property of the
corporation, or for such purposes as the Directors shall deem to be in the
best interest of the corporation. The Directors may modify or abolish any
such reserve in the manner in which it was created.
SECTION 3. FISCAL YEAR.
The fiscal year of the corporation shall begin on the first day of
January, and end on the 31st day of December of each year.
SECTION 4. CHECKS.
All checks or demands for money and notes of the corporation shall
be signed by such officer or officers or such other person or persons as the
Board of Directors from time to time designates.
SECTION 5. CORPORATE SEAL.
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the State of incorporation and "Corporate Seal".
ARTICLE X.
AMENDMENTS
These By-Laws may be altered, amended, or repealed and new By-Laws
adopted by two-thirds (2/3) affirmative vote of the shareholder voting power
or by the written consent of the shareholders possessing this power.
CERTIFICATE
I CERTIFY that the foregoing By-Laws were unanimously adopted by the
Board of Directors of this corporation at their duly called meeting on the
day of
___________________, _________________
/s/Robert A. Callaway
Secretary
ATTEST:
/s/ James E. Ernst
President