Exhibit 3.13
TRUMP ATLANTIC CITY FUNDING III, INC.
Incorporated Under the Laws of
the State of Delaware
BY-LAWS
ARTICLE I
OFFICES
The registered office of Trump Atlantic City Funding III, Inc. (the
"Corporation") in Delaware shall be at 1209 Orange Street in the City of
Wilmington, County of New Castle, in the State of Delaware, and The
Corporation Trust Company shall be the resident agent of this Corporation in
charge thereof. The Corporation may also have such other offices at such
other places, within or without the State of Delaware, as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
designate or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting: The annual meeting of stockholders for the
election of directors and the transaction of any other business shall be held
on such date, in such city and state and at such time and place as may be
designated by the Board of Directors, and set forth in the notice of such
meeting. If said day be a legal holiday, said meeting shall be held on the
next succeeding business day. At the annual meeting any business may be
transacted and any corporate action may be taken, whether stated in the
notice of meeting or not, except as otherwise expressly provided by statute
or the Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation").
Section 2. Special Meetings: Special meetings of the stockholders for
any purpose may be called at any time by the Board of Directors, or by the
President, and shall be called by the President at the request of the holders
of a majority of the outstanding shares of capital stock entitled to vote.
Special meetings shall be held at such place or places within or without the
State of Delaware as shall from time to time be designated by the Board of
Directors and stated in the notice of such meeting. At a special meeting, no
business shall be transacted and no corporate action shall be taken other
than that stated in the notice of the meeting.
Section 3. Notice of Meetings: Written notice of the time and place of
any meeting of stockholders, whether annual or special, shall be given to
each stockholder entitled to vote
thereat, by personal delivery or by mailing the same to him at his address as
the same appears upon the records of the Corporation at least ten (10) days
but not more than sixty (60) days before the day of the meeting. Notice of
any adjourned meeting need not be given except by announcement at the meeting
so adjourned, unless otherwise ordered in connection with such adjournment.
Such further notice, if any, shall be given as may be required by law.
Section 4. Quorum: Any number of stockholders, together holding at
least a majority of the capital stock of the Corporation issued and
outstanding and entitled to vote, who shall be present in person or
represented by proxy at any meeting duly called, shall constitute a quorum
for the transaction of all business, except as otherwise provided by law, by
the Certificate of Incorporation or by these By-laws.
Section 5. Adjournment of Meetings: If less than a quorum shall attend
at the time for which a meeting shall have been called, the meeting may be
adjourned from time to time by a majority vote of the stockholders present or
represented by proxy and entitled to vote without notice other than by
announcement at the meeting until a quorum shall attend. Any meeting at
which a quorum is present may also be adjourned in like manner and for such
time or upon such call as may be determined by a majority vote of the
stockholders present or represented by proxy and entitled to vote. At any
adjourned meeting at which a quorum shall be present, any business may be
transacted and any corporate action may be taken which might have been
transacted at the meeting as originally called.
Section 6. Voting List: The Secretary shall prepare and make, at least
ten (10) days before every election of directors, a complete list of the
stockholders entitled to vote, arranged in alphabetical order and showing the
address of each stockholder and the number of shares of each stockholder.
Such list shall be open at the place where the election is to be held for
said ten (10) days, to the examination of any stockholder, 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 stockholder who may be present.
Section 7. Voting: Each stockholder entitled to vote at any meeting
may vote either in person or by proxy, but no proxy shall be voted on or
after eleven (11) months from its date, unless said proxy provides for a
longer period. Each stockholder entitled to vote shall at every meeting of
the stockholders be entitled to one vote for each share of stock registered
in his name on the record of stockholders. At all meetings of stockholders,
all matters, except as otherwise provided by statute or the Certificate of
Incorporation, shall be determined by the affirmative vote of the majority of
shares present in person or by proxy and entitled to vote on the subject
matter. Voting at meetings of stockholders need not be by written ballot.
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Section 8. Record Date of Stockholders: The Board of Directors is
authorized to fix in advance of any meeting of stockholders a date not
exceeding sixty (60) days nor less than ten (10) days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining the consent of stockholders for any purposes, as a
record date for the determination of the stockholders entitled to notice of,
and to vote at, any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or
to exercise the rights in respect of any such change, conversion or exchange
of capital stock, or to give such consent, and, in such case, such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such rights, or to
give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after such record date fixed as
aforesaid.
Section 9. Conduct of Meetings: The Chairman of the Board of Directors
or, in his absence, the President, shall preside at all regular or special
meetings of stockholders. To the maximum extent permitted by law, such
presiding person shall have the power to set procedural rules governing all
aspects of the conduct of such meetings, including but not limited to, rules
respecting the time allotted to stockholders to speak. The Secretary of the
Corporation shall act as secretary of every meeting, but if the Secretary is
not present, the presiding officer of the meeting shall appoint any person
present to act as secretary of the meeting.
Section 10. Action Without Meeting: Any action required or permitted
to be taken at any annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted and shall
be delivered to the Corporation by delivery to its registered office in the
State of Delaware, its principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
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ARTICLE III
DIRECTORS
Section 1. Number and Qualifications: The Board of Directors shall
consist initially of three (3) directors, and thereafter shall consist of such
number as may be fixed from time to time by resolution of the Board of
Directors. The directors need not be stockholders.
Section 2. Election of Directors: The directors shall be elected by
the stockholders at the annual meeting of stockholders.
Section 3. Duration of Office: The directors chosen at any annual
meeting shall, except as hereinafter provided, hold office until the next
annual election and until their successors are elected and qualify.
Section 4. Removal and Resignation of Directors: Any director may be
removed from the Board of Directors, with or without cause, by the holders of
a majority of the shares of capital stock entitled to vote, either by written
consent or consents or at any special meeting of the stockholders called for
that purpose, and the office of such director shall forthwith become vacant.
Any director may resign at any time. Such resignation shall take effect
at the time specified therein, and if no time be specified, at the time of
its receipt by the President or Secretary. The acceptance of a resignation
shall not be necessary to make it effective, unless so specified therein.
Section 5. Filling of Vacancies: Any vacancy among the directors,
occurring from any cause whatsoever, may be filled by a majority of the
remaining directors, though less than a quorum, provided however, that the
stockholders removing any director may at the same meeting fill the vacancy
caused by such removal, and provided further, that if the directors fail to
fill any such vacancy, the stockholders may at any special meeting called for
that purpose fill such vacancy. In case of any increase in the number of
directors, the additional directors may be elected by the directors in office
before such increase.
Any person elected to fill a vacancy shall hold office, subject to the
right of removal as hereinbefore provided, until the next annual election and
until his successor is elected and qualified.
Section 6. Regular Meetings: The Board of Directors shall hold an
annual meeting for the purpose of organization and the transaction of any
business immediately after the annual meeting of the stockholders, provided a
quorum of directors is present. Other regular meetings may be held at such
times as may be
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determined from time to time by resolution of the Board of Directors.
Section 7. Special Meetings: Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors or by the
President.
Section 8. Notice and Place of Meetings: Meetings of the Board of
Directors may be held at the principal office of the Corporation, or at such
other place as shall be stated in the notice of such meeting. Notice of any
special meeting, and, except as the Board of Directors may otherwise
determine by resolution, notice of any regular meeting, shall be mailed to
each director addressed to him at his residence or usual place of business at
least five (5) days before the day on which the meeting is to be held, or if
sent to him at such place by telegraph or cable, or delivered personally or
by telephone, not later than four (4) days before the day on which the
meeting is to be held.
Section 9. Business Transacted at Meetings: Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or
not, unless special notice of such business or proposed action shall be
required by statute.
Section 10. Quorum: A majority of the Board of Directors at any time
in office shall constitute a quorum. At any meeting at which a quorum is
present, the vote of a majority of the members present shall be the act of
the Board of Directors unless the act of a greater number is specifically
required by law or by the Certificate of Incorporation or these By-laws. The
members of the Board of Directors shall act only as the Board of Directors
and the individual members thereof shall not have any powers as such.
Section 11. Compensation: The directors shall not receive any stated
salary for their services as directors. Nothing herein contained shall
preclude any director from serving the Corporation in any other capacity, as
an officer, agent or otherwise, and receiving compensation therefor.
Section 12. Action Without a Meeting: 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 of
Directors or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of the proceedings of the
Board of Directors or committee.
Section 13. Meetings Through Use of Communications Equipment: Members
of the Board of Directors, or any committee
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designated by the Board of Directors, shall, except as otherwise provided by
law, the Certificate of Incorporation or these By-laws, have the power to
participate in a meeting of the Board of Directors, or any committee, by
means of a conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at the meeting.
ARTICLE IV
COMMITTEES
Section 1. Executive Committee: The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, designate
two or more of their number to constitute an Executive Committee to hold
office at the pleasure of the Board of Directors, which Committee shall,
during the intervals between meetings of the Board of Directors, have and
exercise all of the powers of the Board of Directors in the management of the
business and affairs of the Corporation, subject only to such restrictions or
limitations as the Board of Directors may from time to time specify, or as
limited by the General Corporation Law of the State of Delaware, and shall
have power to authorize the seal of the Corporation to be affixed to all
papers which may require it.
Any member of the Executive Committee may be removed at any time, with
or without cause, by a resolution of a majority of the whole Board of
Directors.
Any person ceasing to be a director shall ipso facto cease to be a
member of the Executive Committee.
Any vacancy in the Executive Committee occurring from any cause
whatsoever may be filled from among the directors by a resolution of a
majority of the entire Board of Directors.
Section 2. Other Committees: Other committees, whose members need not
be directors, may be appointed by the Board of Directors or the Executive
Committee, which committees shall hold office for such time and have such
powers and perform such duties as may from time to time be assigned to them
by the Board of Directors or the Executive Committee.
Any member of such a committee may be removed at any time, with or
without cause, by the Board of Directors or the Executive Committee. Any
vacancy in a committee occurring from any cause whatsoever may be filled by
the Board of Directors or the Executive Committee.
Section 3. Resignation: Any member of a committee may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time of its
receipt by the President or
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Secretary. The acceptance of a resignation shall not be necessary to make it
effective unless so specified therein.
Section 4. Quorum: A majority of the members of a committee shall
constitute a quorum. The act of a majority of the members of a committee
present at any meeting at which a quorum is present shall be the act of such
committee. The members of a committee shall act only as a committee, and the
individual members thereof shall not have any powers as such.
Section 5. Record of Proceedings: Each committee shall keep a record
of its acts and proceedings, and shall report the same to the Board of
Directors when and as required by the Board of Directors.
Section 6. Organization, Meetings, Notices: A committee may hold its
meetings at the principal office of the Corporation, or at any other place
which a majority of the committee may at any time agree upon. Each committee
may make such rules as it may deem expedient for the regulation and carrying
on of its meetings and proceedings. Unless otherwise ordered by the
Executive Committee, any notice of a meeting of such committee may be given
by the Secretary of the Corporation or by the chairman of the committee and
shall be sufficiently given if mailed to each member at his residence or
usual place of business at least five (5) days before the day on which the
meeting is to be held, or if sent to him at such place by telegraph or cable,
or delivered personally or by telephone not later than four (4) days before
the day on which the meeting is to be held.
Section 7. Compensation: The members of any committee shall be
entitled to such compensation as may be allowed them by resolution of the
Board of Directors.
ARTICLE V
OFFICERS
Section 1. Number: The officers of the Corporation shall be a
President, a Secretary, a Treasurer, and such other officers as may be
appointed in accordance with the provisions of Section 3 of this Article V.
The Board of Directors in its discretion may also elect a Chairman of the
Board of Directors.
Section 2. Election, Term of Office and Qualifications: The
officers, except as provided in Section 3 of this Article V, shall be chosen
annually by the Board of Directors. Each such officer shall, except as
herein otherwise provided, hold office until his successor shall have been
chosen and shall qualify. Except as otherwise provided by law, any number of
offices may be held by the same person.
Section 3. Other Officers: Other officers, including one or more
vice-presidents, assistant secretaries or assistant treasurers, may from time
to time be appointed by the Board of
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Directors, which other officers shall have such powers and perform such
duties as may be assigned to them by the Board of Directors or the officer or
committee appointing them.
Section 4. Removal of Officers: Subject to the provisions of the
Certificate of Incorporation, any officer of the Corporation may be removed
from office, with or without cause, by a vote of a majority of the entire
Board of Directors.
Section 5. Resignation: Any officer of the Corporation may resign at
any time. Such resignation shall be in writing and shall take effect at the
time specified therein, and if no time be specified, at the time of its
receipt by the President or Secretary. The acceptance of a resignation shall
not be necessary in order to make it effective, unless so specified therein.
Section 6. Filling of Vacancies: Subject to the provisions of the
Certificate of Incorporation, a vacancy in any office shall be filled by the
Board of Directors or by the authority appointing the predecessor in such
office.
Section 7. Compensation: The compensation of officers shall be fixed
by the Board of Directors, or by any committee upon whom power in that regard
may be conferred by the Board of Directors.
Section 8. Chairman of the Board of Directors: The Chairman of the
Board of Directors shall be a director and shall preside at all meetings of
the Board of Directors at which he shall be present, and shall have such
power and perform such duties as may from time to time be assigned to him by
the Board of Directors.
Section 9. President: The President shall, when present, preside at
all meetings of the stockholders, and, in the absence of the Chairman of the
Board of Directors, at meetings of the Board of Directors. The President
shall have power to call special meetings of the stockholders or of the Board
of Directors or of the Executive Committee at any time. The President shall
be the chief executive officer of the Corporation, and shall control the
general direction of the business, affairs and property of the Corporation,
and of its several officers, and shall have and exercise all such powers and
discharge such duties as usually pertain to the office of President.
Section 10. Secretary: The Secretary shall perform such duties as are
incident to the office of Secretary, or as may from time to time be assigned
to him by the Board of Directors, or as are prescribed by these By-laws.
Section 11. Treasurer: The Treasurer shall perform such duties and
have powers as are incident to the office of
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Treasurer or which may be assigned to him by the Board of Directors.
ARTICLE VI
CAPITAL STOCK
Section 1. Issue of Certificates of Stock: Certificates of capital
stock shall be in such form as shall be approved by the Board of Directors.
They shall be numbered in the order of their issue and shall be signed by the
Chairman of the Board of Directors, the President, and the Secretary or the
Treasurer, and the seal of the Corporation or a facsimile thereof shall be
impressed or affixed or reproduced thereon; provided, however, that where
such certificates are signed by a transfer agent or an assistant transfer
agent or by a transfer clerk acting on behalf of the Corporation and a
registrar, the signature of any such Chairman of the Board of Directors,
President, Secretary or Treasurer may be facsimile. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures
shall have been used on any such certificate or certificates shall cease to
be such officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as
though the person or persons who signed such certificate or certificates, or
whose facsimile signature or signatures shall have been used thereon have not
ceased to be such officer or officers of the Corporation.
Section 2. Registration and Transfer of Shares: The name of each
person owning a share of the capital stock of the Corporation shall be
entered on the books of the Corporation together with the number of shares
held, the numbers of the certificates covering such shares and the dates of
issue of such certificates. The shares of stock of the Corporation shall be
transferable on the books of the Corporation by the holders thereof in
person, or by their duly authorized attorneys or legal representatives, on
surrender and cancellation of certificates for a like number of shares,
accompanied by an assignment or power of transfer endorsed thereon or
attached thereto, duly executed, and with such proof of the authenticity of
the signature as the Corporation or its agents may reasonably require. A
record shall be made of each transfer.
The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all
certificates of stock to bear the signature of either or both.
Section 3. Lost, Destroyed and Mutilated Certificates: The holder of
any stock of the Corporation shall immediately notify the Corporation of any
loss, theft, destruction or
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mutilation of the certificates therefor. The Corporation may issue a new
certificate of stock in the place of any certificate theretofore issued by it
alleged to have been lost, stolen or destroyed, and the Board of Directors
may, in its discretion, require the owner of the lost, stolen or destroyed
certificate, or his legal representatives, to give the Corporation a bond, in
such sum not exceeding two times the value of the stock and with such surety
or sureties as they may require, to indemnify it against any claim that may
be made against it by reason of the issue of such new certificate and against
all other liability in the premises, or may remit such owner to such remedy
or remedies as he may have under the laws of the State of Delaware.
ARTICLE VII
DIVIDENDS, SURPLUS, ETC.
Section 1. General Discretion of Directors: The Board of Directors
shall have power to fix and vary the amount to be set aside or reserved as
working capital of the Corporation, or as reserves, or for other proper
purposes of the Corporation, and, subject to the requirements of the
Certificate of Incorporation, to determine whether any, if any, part of the
surplus or net profits of the Corporation shall be declared as dividends and
paid to the stockholders, and to fix the date or dates for the payment of
dividends.
ARTICLE VIII
CASINO CONTROL ACT
Notwithstanding anything contained herein to the contrary, if the
Corporation holds a casino license or is deemed a holding company,
intermediary company or otherwise a qualifier, under the New Jersey Casino
Control Act, N.J.S.A. 5:12-1 et seq. and the regulations promulgated
thereunder as from time to time amended (the "Casino Control Act"), then the
Corporation shall take all action necessary to comply with the Casino Control
Act, including, but not limited to the following:
Section 1. Notices. To the extent notice to and/or approval of
any actions of the Corporation is required by the New Jersey Casino Control
Commission (the "Commission") under the Casino Control Act, then it shall be
the duty of the Secretary of the Corporation to so comply. No action of the
Corporation for which notice to and/or approval of the Commission is required
shall be valid without the aforesaid notice and/or approval.
Section 2. Stockholder Qualification. (a) If any record holder
or beneficial owner of securities of the Corporation is found to be
"disqualified" by the Commission pursuant to the provisions of the Casino
Control Act, such holder or owner thereof shall dispose of such interest in
the Corporation.
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(b) In order to avoid disciplinary action for the payment of
any dividend, interest or remuneration, or for recognition of any voting
right, the Corporation shall use its best efforts to terminate all
relationships with any persons determined to be "disqualified." If the
Corporation is unable, after the exercise of its best efforts, to terminate
such relationship by acquisition of the securities or otherwise, it shall
suspend payment of dividends or interest upon any such securities and shall
not permit the exercise of any right, voting or otherwise, conferred by such
securities, or pay or otherwise grant or deliver any remuneration in any form
whatsoever for services rendered or for any other purpose.
ARTICLE IX
INDEMNIFICATION
The Corporation may indemnify any director, officer, employee or
agent of the Corporation, or other person, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year: The fiscal year of the Corporation shall
commence on the first day of January and end on the last day of December.
Section 2. Corporate Seal: The corporate seal shall be in such form as
approved by the Board of Directors and may be altered at their pleasure. The
corporate seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
Section 3. Notices: Except as otherwise expressly provided, any notice
required by these By-laws to be given shall be sufficient if given by
depositing the same in a post office or letter box in a sealed postpaid
wrapper addressed to the person entitled thereto at his address, as the same
appears upon the books of the Corporation, or by telegraphing or cabling the
same to such person at such addresses; and such notice shall be deemed to be
given at the time it is mailed, telegraphed or cabled.
Section 4. Waiver of Notice: Any stockholder or director may at any
time, by writing or by telegraph or by cable, waive any notice required to be
given under these By-laws, and if any stockholder or director shall be
present at any meeting his presence shall constitute a waiver of such notice.
Section 5. 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
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Corporation, and in such manner, as shall from time to time be designated by
resolution of the Board of Directors.
Section 6. Deposits: All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in such bank or banks,
trust companies or other depositories as the Board of Directors may select,
and, for the purpose of such deposit, checks, drafts, warrants and other
orders for the payment of money which are payable to the order of the
Corporation, may be endorsed for deposit, assigned and delivered by any
officer of the Corporation, or by such agents of the Corporation as the Board
of Directors or the President may authorize for that purpose.
Section 7. Voting Stock of Other Corporations: Except as otherwise
ordered by the Board of Directors or the Executive Committee, the President
or the Treasurer shall have full power and authority on behalf of the
Corporation to attend and to act and to vote at any meeting of the
stockholders of any corporation of which the Corporation is a stockholder or
at any meeting of the partners of a partnership of which the Corporation is a
partner and to execute a proxy to any other person to represent the
Corporation at any such meeting, and at any such meeting the President or the
Treasurer or the holder of any such proxy, as the case may be, shall possess
and may exercise any and all rights and powers incident to ownership of such
stock or partnership interest and which, as owner thereof, the Corporation
might have possessed and exercised if present. The Board of Directors or the
Executive Committee may from time to time confer like powers upon any other
person or persons.
ARTICLE XI
AMENDMENTS
The Board of Directors shall have the power to make, rescind, alter,
amend and repeal these By-laws, provided, however, that the stockholders
shall have power to rescind, alter, amend or repeal any by-laws made by the
Board of Directors, and to enact by-laws which if so expressed shall not be
rescinded, altered, amended or repealed by the Board of Directors. No change
of the time or place for the annual meeting of the stockholders for the
election of directors shall be made except in accordance with the laws of the
State of Delaware.
Dated : November 18, 1997
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End of By-laws
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