Exhibit 3.11
TRUMP ATLANTIC CITY FUNDING II, INC.
Incorporated Under the Laws of
the State of Delaware
BY-LAWS
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ARTICLE I
OFFICES
The registered office of Trump Atlantic City Funding II, 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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