EXHIBIT 3.2
BY-LAWS
OF
LAKES GAMING, INC.
ARTICLE 1
OFFICES
1.1 REGISTERED OFFICE. The registered office of the Corporation shall be
located within the State of Minnesota as set forth in the Articles of
Incorporation. The Board of Directors shall have authority to change the
registered office of the Corporation and a statement evidencing any such change
shall be filed with the Secretary of State of Minnesota as required by law.
1.2 OFFICES. The Corporation may have other offices, including its
principal business office, either within or without the State of Minnesota.
ARTICLE 2
CORPORATE SEAL
2.1 CORPORATE SEAL. The Board of Directors shall determine whether or not
the Corporation will adopt a corporate seal. If a corporate seal is adopted,
inscribed on the corporate seal shall be the name of the Corporation and the
words "Corporate Seal," and when so directed by the Board of Directors, a
duplicate of the seal may be kept and used by the Secretary of the Corporation.
ARTICLE 3
SHAREHOLDERS
3.1 REGULAR MEETINGS. Regular meetings of the shareholders shall be held
at the Corporation's registered office or at such other place within or without
the State of Minnesota as is designated by the Board of Directors. Regular
meetings may be held annually or on a less frequent periodic basis, as
established by a resolution of the Board of Directors, or may be held on call by
the Board of Directors from time to time as and when the Board determines. At
each regular meeting, the shareholders shall elect qualified successors for
directors who serve for an indefinite term or whose terms have expired or are
due to expire within six (6) months after the date of the meeting, and may
transact such other business which properly comes before them. Notwithstanding
the
foregoing, if a regular meeting of the shareholders has not been held for a
period of fifteen (15) months, a shareholder or group of shareholders holding
three percent (3%) or more of the issued and outstanding voting shares of the
Corporation may demand that a regular meeting of the shareholders be held by
giving written notice to the President or Treasurer of the Corporation.
Within thirty (30) days after receipt of the notice, the Board shall cause a
regular meeting of the shareholders to be called and held within ninety (90)
days after receipt of the notice. Any regular meeting held pursuant to such
a demand by a shareholder or shareholders shall be held within the county
where the principal executive office of the Corporation is located.
3.2 SPECIAL MEETING. Special meetings of the shareholders may be called
by the Chief Executive Officer, by a Vice-President in the absence of the Chief
Executive Officer, by the Chief Financial Officer, or by the Board of Directors
or any two or more members thereof. Special meetings may also be called by one
or more shareholders holding ten percent (10%) or more of the issued and
outstanding voting shares of the Corporation by delivering to the Chief
Executive Officer or Chief Financial Officer a written demand for a special
meeting, which demand shall state the purposes of such meeting. Within thirty
(30) days after receipt of the written demand, the Board of Directors shall call
a special meeting of the shareholders to be held within ninety (90) days after
receipt of the written demand. Any special meeting held pursuant to such
written demand shall be held within the county where the principal executive
office of the Corporation is located.
3.3 QUORUM. Business may be transacted at any duly held meeting of the
shareholders at which a quorum is present. The holders of a majority of the
voting power of the shares entitled to vote at a meeting are a quorum. The
shareholders present at the meeting may continue to transact business until
adjournment, even though a number of shareholders withdraw leaving less than a
quorum. If a quorum is not present at any meeting, those shareholders present
have the power to adjourn the meeting from time to time until the requisite
number of voting shares are present. The date, time and place of the reconvened
meeting shall be announced at the time of adjournment and notice of the
reconvened meeting shall be given to all shareholders who were not present at
the time of adjournment. Any business which might have been transacted at the
meeting which was adjourned may be transacted at the reconvened meeting.
3.4 VOTING. At each shareholders' meeting, every shareholder having the
right to vote is entitled to vote in person or by proxy. Shareholders have one
(1) vote for each share having voting power standing in their name on the books
of the Corporation, unless otherwise provided in the Articles of Incorporation,
or these By-Laws, or in the terms of the shares. All elections and questions
shall be decided by a majority vote of the number of shares entitled to vote and
represented at any meeting at which there is a quorum, except as otherwise
required by statute, the Articles of Incorporation, these By-Laws, or by
agreement among the shareholders.
3.5 NOTICE OF MEETING. Notice of regular or special meetings of the
shareholders shall be given by an officer or agent of the Corporation to each
shareholder shown on the books of the Corporation to be the holder of record of
shares entitled to vote at the meeting. If the notice is to be mailed, then the
notice must be mailed to each shareholder at the shareholder's address as shown
on
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the books of the Corporation at least five (5) calendar days prior to the
meeting. If the notice is not mailed, then the notice must be given at least
forty-eight (48) hours prior to the meeting. The notice must contain the
date, time and place of the meeting, and in the case of a special meeting,
must also contain a statement of the purpose of the meeting. In no event
shall notice be given more than sixty (60) days prior to the meeting. If a
plan of merger, exchange, sale or other disposition of all or substantially
all of the assets of the Corporation is to be considered at a meeting of
shareholders, notice of such meeting shall be given to every shareholder,
whether or not entitled to vote, not less than fourteen (14) days prior to
the date of such meeting.
3.6 PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxies must be filed with an officer of the
Corporation before or at the time of the meeting. No proxy shall be valid
after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy.
3.7 CLOSING TRANSFER BOOKS. The Board of Directors may close the stock
transfer books for a period of time which does not exceed sixty (60) days
preceding any of the following: the date of any meeting of shareholders; the
payment of dividends; the allotment of rights; or the change, conversion, or
exchange of shares.
3.8 RECORD DATE. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date, not exceeding sixty (60) days preceding
the date of any of the events described in Section 3.7, as a record date for the
determination of which shareholders are entitled (i) to notice of and to vote at
any meeting and any meeting subsequent to adjournment, (ii) to receive any
dividend or allotment of rights, or (iii) to exercise the rights in respect to
any change, conversion, or exchange of shares. If a record date is fixed by the
Board of Directors, only those shareholders of record on the record date shall
be entitled to receive notice of and to vote at the meeting and any meeting
subsequent to adjournment or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
the record date so fixed. If the share transfer books are not closed and no
record date is fixed for determination of the shareholders of record, then the
date on which notice of the meeting is mailed or the date of adoption of a
resolution of the Board of Directors declaring a dividend, allotment of rights,
change, conversion or exchange of shares, as the case may be, shall be the
record date for such determination.
3.9 PRESIDING OFFICER. The Chief Executive Officer of the Corporation
shall preside over all meetings of the shareholders. In the absence of the
Chief Executive Officer, the shareholders may choose any person present to act
as presiding officer.
3.10 WRITTEN ACTION BY SHAREHOLDERS. Any action which may be taken at a
meeting of the shareholders may be taken without a meeting and notice if a
consent in writing, setting forth the action so taken, is signed by all of the
shareholders entitled to notice of a meeting for such purpose.
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ARTICLE 4
DIRECTORS
4.1 GENERAL POWERS. The property, affairs and business of the
Corporation shall be managed by the Board of Directors which shall initially
consist of eight (8) directors. In addition to the powers and authorities by
these By-Laws expressly conferred upon it, the Board may exercise all such
powers of the Corporation and do all such lawful acts and things as are not
by law, the Articles of Incorporation or these By-Laws directed or required
to be exercised or done by the shareholders.
4.2 NUMBER. The number of directors may be either increased or decreased
by resolution of the shareholders at their regular meetings or at a special
meeting called for that purpose. The number of directors may be increased by
resolution adopted by the affirmative vote of a majority of the Board of
Directors. Any newly created directorships established by the Board of
Directors shall be filled by a majority vote of the directors serving at the
time of increase.
4.3 QUALIFICATIONS AND TERM OF OFFICE. Directors need not be shareholders
or residents of the State of Minnesota. The Board of Directors shall be elected
by the shareholders at their regular meeting and at any special shareholders'
meeting called for that purpose. A director shall hold office until the annual
meeting for the year in which his or her term expires and until the director's
successor is elected and qualifies, or until the earlier death, resignation,
removal, or disqualification of the director.
4.4 QUORUM. A majority of the Board of Directors constitutes a quorum for
the transaction of business; provided, however, that if any vacancies exist by
reason of death, resignation, or otherwise, a majority of the remaining
directors constitutes a quorum. If less than a quorum is present at any
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
4.5 ACTION OF DIRECTORS. The acts of a majority of the directors present
at a meeting at which a quorum is present are the acts of the Board of
Directors.
4.6 MEETINGS. Meetings of the Board of Directors may be held from time
to time at any place, within or without the State of Minnesota, that the
Board of Directors may select. If the Board of Directors fails to select a
place for a meeting, the meeting shall be held at the principal executive
office of the Corporation. The Chief Executive Officer or any director may
call a meeting of the Board of Directors by giving notice to all directors of
the date, time and place of the meeting. If the notice is to be mailed, then
the notice must be mailed to each director at least five (5) calendar days
prior to the meeting. If the notice is not to be mailed, then the notice must
be given at least forty-eight (48) hours prior to the meeting. If the date,
time and place of the meeting of the Board of Directors has been announced at
a previous meeting of the Board of Directors, no additional notice of such
meeting is required, except that notice shall be given to all directors who
were not present
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at the previous meeting. Notice of the meeting of the Board of Directors
need not state the purpose of the meeting. A director may orally or in
writing waive notice of the meeting. Attendance by a director at a meeting
of the Board of Directors also constitutes a waiver of notice of such
meeting, unless the director objects at the beginning of the meeting to the
transaction of business because the meeting allegedly is not lawfully called
or convened and such director does not participate thereafter in the meeting.
4.7 MEETING BY ELECTRONIC COMMUNICATIONS. A conference among directors
by any means of communication through which the directors may simultaneously
hear each other during the conference constitutes meeting of the Board of
Directors if the number of directors participating in the conference would be
sufficient to constitute a quorum at a meeting, and if the same notice is
given of the conference as would be required for a Board of Directors meeting
under these By-Laws. In any Board of Directors meeting, a director may
participate by any means of communication through which the director, other
directors so participating, and all directors physically present at the
meeting may simultaneously hear each other during the meeting.
4.8 COMPENSATION. Directors may receive such compensation as may be
determined from time to time by resolution of the Board of Directors.
4.9 COMMITTEE. By the affirmative vote of a majority of the directors,
the Board of Directors may establish a committee or committees having the
authority of the Board of Directors in the management of the business of the
Corporation to the extent provided in the resolution adopted by the Board of
Directors. A committee shall consist of one or more persons, who need not be
directors, that have been appointed by affirmative vote of a majority of the
directors present. A majority of the members of the committee present at any
meeting of the committee is a quorum for the transaction of business, unless a
larger or smaller proportion or number is provided in the resolution approved by
the Board of Directors. Minutes of any meetings of committees created by the
Board of Directors shall be available upon request to members of the committee
and to any director.
4.10 ACTION BY ABSENT DIRECTOR. A director may give advance written
consent or opposition to a proposal to be acted upon at a Board of Directors
meeting by giving a written statement to the Chief Executive Officer, Chief
Financial Officer, or any director which sets forth the proposal to be voted on
and contains a statement of the director's voting preference with regard to the
proposal. An advance written statement does not constitute presence of the
director for purposes of determining a quorum, but the advance written statement
shall be counted in the vote on the subject proposal provided that the proposal
acted on at the meeting is substantially the same or has substantially the same
effect as the proposal set forth in the advance written statement. The advance
written statement by a director on a proposal shall be included in the records
of the Board of Directors' action on the proposal.
4.11 REMOVAL OF DIRECTORS BY BOARD OF DIRECTORS. Any director who has been
elected by the Board of Directors to fill a vacancy on the Board of Directors,
or to fill a directorship created by
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action of the Board of Directors, and who has not subsequently been reelected
by the shareholders, may be removed by a majority vote of all directors
constituting the Board, exclusive of the director whose removal is proposed.
4.12 VACANCIES. Any vacancy on the Board of Directors may be filled by
vote of the remaining directors, even though less than a quorum.
4.13 WRITTEN ACTION BY LESS THAN ALL OF THE DIRECTORS. Any action which
may be taken at a meeting of the Board of Directors may be taken without a
meeting and notice thereof if a consent in writing setting forth the action
taken is signed by the number of directors required to take the same action
at a duly held meeting of the Board of Directors at which all of the
directors are present. If a written action is signed by less than all the
directors, any director not signing the action will be notified as soon as
reasonably possible of the content of the action and the effective date of
the action. Failure to provide the notice does not invalidate the written
action. A director who does not sign or consent to the written action has no
liability for the action or actions so taken.
4.14 DISSENT FROM ACTION. A director of the Corporation who is present
at a meeting of the Board of Directors at which any action is taken shall be
presumed to have assented to the action taken unless the director objects at
the beginning of the meeting to the transaction of business because the
meeting is not lawfully called or convened and does not participate
thereafter, or unless the director votes against the action at the meeting,
or is prohibited from voting on the action.
4.15 DISCLOSURE TO GAMING REGULATORY AUTHORITIES. Each director must
agree to provide such background information, including a financial
statement, and consent to such background investigation, as may be required
by gaming regulatory authorities, and must agree to respond to questions from
gaming regulatory authorities.
ARTICLE 5
OFFICERS
5.1 ELECTION OF OFFICERS. The Board of Directors shall from time to
time, elect a Chief Executive Officer, President, and a Chief Financial
Officer, who may also be designated as Treasurer. The Board of Directors may
elect, but shall not be required to elect, a Secretary, one or more Vice
Presidents, and a Chairman of the Board. In addition, the Board of Directors
may elect such other officers and agents as it may deem necessary. The
officers shall exercise such powers and perform such duties as are prescribed
by applicable statutes, the Articles of Incorporation, the By-Laws, or as may
be determined from time to time by the Board of Directors. Any number of
offices may be held by the same person.
5.2 TERM OF OFFICE. The officers shall hold office until their
successors are elected and qualify; provided, however, that any officer may
be removed with or without cause by the
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affirmative vote of a majority of the directors present at a Board of
Directors meeting at which a quorum is present.
5.3 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall:
(a) Have general active management of the business of the Corporation;
(b) When present, preside at all meetings of the shareholders;
(c) When present, and if there is not a Chairman of the Board, preside at
all meetings of the Board of Directors; and
(d) Maintain records of and, whenever necessary, certify all proceedings
of the Board of Directors and the shareholders.
All other officers shall be subject to the direction and authority of the Chief
Executive Officer.
5.4 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall:
(a) Keep accurate financial records for the Corporation;
(b) Deposit all money, drafts and checks in the name of and to the credit
of the Corporation in the banks and depositories designated by the
Board of Directors;
(c) Endorse for deposit all notes, checks and drafts received by the
Corporation as ordered by the Board of Directors, making proper
vouchers therefor;
(d) Disburse corporate funds and issue checks and drafts in the name of
the Corporation, as ordered by the Board of Directors;
(e) Render to the Chief Executive Officer and the Board of Directors,
whenever requested, an account of all transactions by the Chief
Financial Officer and of the financial condition of the Corporation;
and
(f) Perform all other duties prescribed by the Board of Directors or by
the Chief Executive Officer.
5.5 PRESIDENT. The President shall:
(a) Subject to direction of the Chief Executive Officer, be responsible
for the day-to-day operations of the Corporation, and oversee the
activities and responsibilities of all officers and employees other
than the Chairman of the Board and the Chief Executive Officer;
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(b) See that all orders and resolutions of the Board of Directors are
carried into effect;
(c) Sign and deliver in the name of the Corporation any deeds, mortgages,
bonds, contracts or other instruments pertaining to the business of
the Corporation, except in cases in which the authority to sign and
deliver is required by law to be exercised by another person or is
expressly delegated by the Articles of Incorporation or By-laws or by
the Board of Directors to some other officer or agent of the
Corporation; and
(d) Perform all other duties presented by the Board of Directors.
5.6 VICE PRESIDENT. Each Vice President, if any, shall have such powers
and perform such duties as may be specified in these By-Laws or prescribed by
the Board of Directors. If the Chief Executive Officer is absent or disabled,
the Vice President shall succeed to the Chief Executive Officer's powers and
duties. If there are two or more Vice Presidents, the order of succession shall
be determined by seniority of election or as otherwise prescribed by the Board
of Directors.
5.7 SECRETARY. The Secretary, if any, shall attend all meetings of the
shareholders and the Board of Directors. The Secretary shall act as clerk and
shall record all the proceedings of the meetings in the minute book of the
Corporation and shall give proper notice of meetings of shareholders and the
Board of Directors. The Secretary shall keep the seal of the Corporation, if
any, and shall affix the seal to any instrument requiring it and shall attest
the seal, and shall perform such other duties as may be prescribed from time to
time by the Board of Directors.
5.8 CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall
preside at all meetings of the Board of Directors and shall perform such other
duties as may from time to time be assigned by the Board of Directors.
5.9 ASSISTANT OFFICERS. In the event of absence or disability of any Vice
President, Secretary or the Chief Financial Officer, the assistant to such
officer, if any, shall succeed to the powers and duties of the absent officer
until the principal officer resumes his duties or a replacement is elected by
the Board of Directors. If there are two or more assistants, the order of
succession shall be determined through seniority by the order in which elected
or as otherwise prescribed by the Board of Directors. The assistant officers
shall exercise such other powers and duties as may be delegated to them from
time to time by the Board of Directors or the principal officer under whom they
serve, but at all times shall remain subordinate to the principal officers they
are designated to assist.
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ARTICLE 6
INDEMNIFICATION
The Corporation shall indemnify its officers, directors, employees and
agents to the full extent permitted by the laws of the State of Minnesota, as
now in effect, or as the same may be hereafter modified.
ARTICLE 7
SHARES AND THEIR TRANSFER
7.1 CERTIFICATES OF SHARES. Unless the Board of Directors has provided
that the Corporation's shares are to be uncertified, every owner of shares of
the Corporation shall be entitled to a certificate, to be in such form as the
Board of Directors prescribes, certifying the number of shares owned by such
shareholder. The certificates for shares shall be numbered in the order in
which they are issued and shall be signed in the name of the Corporation by
the Chief Executive Officer or a Vice President and by the Secretary or
Assistant Secretary, or the Chief Financial Officer, or any other officer of
the Corporation authorized by the Board of Directors and shall have the
corporate seal, if any, affixed thereto. A record shall be kept of the name
of the person owning the shares represented by each certificate, the
respective issue dates thereof, and in the case of cancellation, the
respective dates of cancellation. Except as provided in Section 7.5 of this
Article 7, every certificate surrendered to the Corporation for exchange or
transfer shall be canceled, and no other certificate shall be issued in
exchange for any existing certificate until such existing certificate is
cancelled.
7.2 UNCERTIFICATED SHARES. The Board of Directors by a majority vote
of directors present at a duly called meeting may provide that any or all
shares of classes or series of shares are to be uncertificated shares. In
that case, any shareholder who is issued uncertificated shares shall be
provided with the information legally required to be disclosed in a
certificate.
7.3 ISSUANCE OF SHARES. The Board of Directors is authorized to issue
shares of the capital stock of the Corporation up to the number of shares
authorized by the Articles of Incorporation. Shares may be issued for any
consideration (including, without limitation, money or other tangible or
intangible property received by the Corporation or to be received by the
Corporation under a written agreement, or services rendered to the
Corporation or to be rendered to the Corporation under a written agreement)
which is authorized by a resolution approved by the affirmative vote of a
majority of the directors present, valuing all nonmonetary consideration and
establishing a price in money or other consideration, or a minimum price, or
a general formula or method by which the price will be determined. Upon
authorization by resolution approved by the affirmative vote of a majority of
the directors present, the Corporation may, without any new or additional
consideration, issue shares of its authorized and unissued capital stock in
exchange for or in conversion of its outstanding shares, or issue its own
shares pro rata to its shareholders or the shareholders of one or
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more classes or series, to effectuate share dividends or splits, including
reverse share splits. No shares of a class or series shall be issued to the
holder of the shares of another class or series, unless issuance is either
expressly provided for in the Articles of Incorporation or is approved at a
meeting by the affirmative vote of the holders of a majority of the voting
power of all shares of the same class or series as the shares to be issued.
7.4 TRANSFER OF SHARES. Transfer of shares on the books of the
Corporation may be authorized only by the shareholder named in the certificates
or the shareholder's representative or duly authorized attorney-in-fact and only
upon surrender for cancellation of the certificate for such shares. The
shareholder in whose name shares stand on the books of the Corporation shall be
considered the owner thereof for all purposes regarding the Corporation.
7.5 LOST CERTIFICATES. Any shareholder claiming a certificate for shares
has been lost or destroyed shall make an affidavit or affirmation of that fact
in such form as the Board of Directors may require and shall, if the directors
so require, give the Corporation a bond of indemnity in form and with one or
more sureties satisfactory to the Board of Directors and in an amount determined
by the Board of Directors, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss or destruction of the
certificate. A new certificate may then be issued in the same tenor for the
same number of shares as the one alleged to have been lost or destroyed.
7.6 TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint one
or more transfer agents or transfer clerks and one or more registrars and may
require all certificates for shares to bear the signature or signatures of any
of them.
7.7 FACSIMILE SIGNATURE. When any certificate is manually signed by a
transfer agent, a transfer clerk, or a registrar appointed by the Board of
Directors to perform such duties, a facsimile or engraved signature of the
officers and a facsimile corporate seal, if any, may be inscribed on the
certificate in lieu of the actual signatures and seal.
ARTICLE 8
FINANCIAL AND PROPERTY MANAGEMENT
8.1 CHECKS. All checks, drafts, other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Corporation
shall be signed by the Chief Executive Officer or Chief Financial Officer, or
any other officer or officers, agent or agents of the Corporation, as may from
time to time be determined by resolution of the Board of Directors.
8.2 DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositories as the Board of Directors may select.
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8.3 VOTING SECURITIES HELD BY CORPORATION. The Chief Executive Officer,
or other officer or agent designated by the Board of Directors, shall have full
power and authority on behalf of the Corporation to attend, act at, and vote at
any meeting of security or interest holders of other corporations or entities in
which the Corporation may hold securities or interests. At the meeting, the
Chief Executive Officer or other designated agent shall possess and exercise any
and all rights and powers incident to the ownership of the securities or
interest which the Corporation holds.
ARTICLE 9
AMENDMENTS
The Board of Directors of the Corporation is expressly authorized to
make By-Laws of the Corporation and from time to time to adopt, amend or
repeal By-Laws so made to the extent and in the manner prescribed in the
Minnesota Statutes. The Board of Directors shall not adopt, amend, or repeal
a By-Law fixing a quorum for meetings of shareholders, prescribing procedures
for removing directors or filling vacancies in the Board of Directors, or
fixing the number of directors or their classifications, qualifications, or
terms of office, but may adopt or amend a By-Law to increase the number of
directors. The authority in the Board of Directors is subject to the power of
the voting shareholders to adopt, change or repeal the By-Laws by a vote of
shareholders holding a majority of the shares entitled to vote and present or
represented at any regular meeting or special meeting called for that purpose.
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