EXHIBIT 4.2
AMENDED AND RESTATED BY-LAWS
of
PARK PLACE ENTERTAINMENT CORPORATION
ARTICLE I.
OFFICES AND RECORDS
SECTION 1.1. DELAWARE OFFICE. The principal office of Park Place
Entertainment Corporation (the "Corporation") in the State of Delaware shall
be located in the City of Wilmington, County of New Castle, and the name and
address of its registered agent is Corporation Service Company, 1013 Centre
Road, Wilmington, Delaware.
SECTION 1.2. OTHER OFFICES. The Corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the Corporation may from time
to time require.
SECTION 1.3. BOOKS AND RECORDS. The books and records of the
Corporation may be kept outside the State of Delaware at such place or places
as may from time to time be designated by the Board of Directors.
ARTICLE II.
STOCKHOLDERS
SECTION 2.1 ANNUAL MEETING. The annual meeting of the stockholders of
the Corporation shall be held on such date and at such place and time as may
be fixed by resolution of the Board of Directors.
SECTION 2.2 SPECIAL MEETING. Subject to the rights of the holders of
any class or series of preferred stock, par value $.01 per share, of the
Corporation (any such stock being referred to herein as, the "Preferred
Stock"), special meetings of the stockholders of the Corporation may be
called only by the Chairman of the Board or by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of
directors which the Corporation would have if there were no vacancies (the
"Whole Board").
SECTION 2.3 PLACE OF MEETING. The Board of Directors or the Chairman
of the Board, as the case may be, may designate the place of meeting for any
annual meeting or for any special meeting of the stockholders called by the
Board of Directors or the Chairman of the Board. If no designation is so
made, the place of meeting shall be the principal office of the Corporation.
SECTION 2.4 NOTICE OF MEETING.
(A) Written or printed notice, stating the place, day and hour of the
meeting and the purpose or purposes for which the meeting is called, shall be
delivered by the Corporation not less than 10 days nor more than 60 days
before the date of the meeting, either personally or by mail, to each
stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail with postage thereon prepaid, addressed to the stockholder at his
address as it appears on the stock books of the Corporation. Such further
notice shall be given as may be required by law. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting. Meetings
may be held without notice if all stockholders entitled to vote are present,
or if notice is waived by those not present in accordance with Section 7.4 of
these By-Laws. Any previously scheduled meeting of the stockholders may be
postponed, and (unless the Amended and Restated Certificate of Incorporation
of the Corporation (as amended from time to time, the "Certificate of
Incorporation") otherwise provides) any special meeting of the stockholders
may be canceled, by resolution of the Board of Directors upon public notice
given prior to the date previously scheduled for such meeting of
stockholders.
(B) A complete list of the stockholders entitled to vote at the ensuing
election arranged in alphabetical order, with the residence of each and the
number of voting shares held by each, shall be prepared by the Secretary and
filed in the office where the election is to be held, at least ten days
before every election, and shall at all times be open to the examination of
any stockholder during the usual hours for business for a purpose germane to
the meeting and during the whole time of said election.
SECTION 2.5 QUORUM AND ADJOURNMENT. Except as otherwise provided by
law or by the Certificate of Incorporation, the holders of a majority of the
outstanding shares of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock"), represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders, except that
when specified business is to be voted on by a class or series of stock
voting as a class, the holders of a majority of the shares of such class or
series shall constitute a quorum of such class or series for the transaction
of such business. The Chairman of the meeting may adjourn the meeting from
time to time, whether or not there is such a quorum. No notice of the time
and place of adjourned meetings need be given except as required by law. The
stockholders present at a duly called meeting at which a quorum is present
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
SECTION 2.6 PROXIES. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing (or in such manner prescribed by the
General Corporation Law of the State of Delaware (the "DGCL")) by the
stockholder, or by his duly authorized attorney in fact.
SECTION 2.7 Notice of Stockholder Business and Nominations.
(A) ANNUAL MEETINGS OF STOCKHOLDERS.
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(1) Nominations of persons for election to the Board of Directors
of the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (a) pursuant to
the Corporation's notice of meeting (or any supplement thereto), (b) by or at
the direction of a majority of the Whole Board or (c) by any stockholder of
the Corporation who was a stockholder of record at the time the notice
provided for in this By-Law is delivered to the Secretary of the Corporation,
who is entitled to vote at the meeting and who complies with the notice
procedures set forth in this By-Law.
(2) For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1)
of this By-Law, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on
the 70th day nor earlier than the close of business on the 90th day prior to
the first anniversary of the preceding year's annual meeting; PROVIDED,
HOWEVER, that in the event that the date of the annual meeting is more than
30 days before or more than 60 days after such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the close
of business on the 90th day prior to such annual meeting and not later than
the close of business on the later of the 70th day prior to such annual
meeting or the 10th day following the day on which public announcement of the
date of such meeting is first made by the Corporation. In no event shall the
public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a stockholder's notice as described above.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or
is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including,
but not limited to, information required to be disclosed by Items 4(b) and 6
of Schedule 14A under the Exchange Act and information which would be
required to be filed on Schedule 14B under the Exchange Act, and Rule 14a-11
thereunder (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); (b) as
to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address, as they
appear on the Corporation's books, of such stockholder and any other
stockholders known by such stockholder to be supporting such nominees or
proposal, and of such beneficial owner, (ii) the class and number of shares
of the Corporation which are owned beneficially and of record by such
stockholder and, to the extent known, by any other stockholders known by such
stockholder to be supportng such nominees or proposal, and syuch beneficial
owner, (iii) arepresentaiton that the stockholder is a holder of record of
stock of the Coproation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to propose such business or
nomination, and (iv) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group which intends to (a)
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deliver a proxy statement and form of proxy to holders of at least the
percentage of the Corporation's outstanding common stock required to approve
or adopt the proposal or elect the nominee and/or (b) otherwise solicit
proxies from stockholders in support of such proposal or nomination.
(3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this By-Law to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement by the Corporation naming all
of the nominees for director or specifying the size of the increased Board of
Directors at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this By-Law shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than the
close of business on the 10th day following the day on which such public
announcement is first made by the Corporation.
(B) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made at
a special meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the direction of
the Board of Directors or (b) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this By-Law, who shall be entitled to vote
at the meeting and who complies with the notice procedures set forth in this
By-Law. In the event the Corporation calls a special meeting of stockholders
for the purpose of electing one or more directors to the Board of Directors,
any such stockholder may nominate a person or persons (as the case may be),
for election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (A)(2) of this
By-Law shall be delivered to the Secretary at the principal executive offices
of the Corporation not earlier than the close of business on the 90th day
prior to such special meeting and not later than the close of business on the
later of the 70th day prior to such special meeting or the 10th day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected
at such meeting. In no event shall the public announcement of an adjournment
of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.
(C) GENERAL.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this By-Law shall be eligible to be elected at an
annual or special meeting of stockholders of the Corporation to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this By-Law. Except as otherwise provided by
law, the Chairman of the meeting shall have the exclusive power and duty to
(i) determine whether a nomination or any
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business proposed to be brought before the meeting was made or proposed, as
the case may be, in accordance with the procedures set forth in this By-Law
and (ii) if any proposed nomination or business is not in compliance with
this By-Law, including if the stockholder solicits or is part of a group
which solicits proxies in support of such stockholder's proposal without such
stockholder having made the representation required by either clause (c)(iii)
or (c)(iv) of paragraph (A)(2) of this By-Law, to declare that such defective
proposal or nomination shall be disregarded or that such proposed business
shall not be transacted.
(2) For the purposes of this By-Law, "public announcement" shall
mean disclosure in a press re lease reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-Law. Nothing in this By-Law shall be deemed to
affect any rights (i) of stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act or (ii) of the holders of any series of Preferred Stock to elect
directors under specified circumstances.
SECTION 2.8 PROCEDURE FOR ELECTION OF DIRECTORS; REQUIRED VOTE.
Election of directors at all meetings of the stockholders at which directors
are to be elected shall be by ballot, and, subject to the rights of the
holders of any series of Preferred Stock to elect directors under specified
circumstances, a plurality of the votes cast thereat shall elect directors.
Except as otherwise provided by law, the Certificate of Incorporation, or
these By-Laws, in all matters other than the election of directors, the
affirmative vote of a majority of the shares present in person or represented
by proxy at the meeting and entitled to vote on the matter shall be the act
of the stockholders.
SECTION 2.9 INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS.
The Board of Directors by resolution shall appoint one or more inspectors,
which inspector or inspectors may include individuals who serve the
Corporation in other capacities, including, without limitation, as officers,
employees, agents or representatives, to act at the meetings of stockholders
and make a written report thereof. One or more persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate has been appointed to act, or if any such inspector or
alternate fails to attend or is unable to act at a meeting of stockholders,
then the Chairman of the meeting shall appoint one or more inspectors to act
at the meeting. Each inspector, before discharging his or her duties, shall
take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability. The
inspectors shall have the duties prescribed by law.
The Chairman of the meeting shall fix and announce at the meeting the
date and time of the opening and the closing of the polls for each matter
upon which the stockholders will vote at a meeting.
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SECTION 2.10 NO STOCKHOLDER ACTION BY WRITTEN CONSENT. Subject to the
rights of the holders of any series of Preferred Stock, any action required
or permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of such holders and may
not be effected by any consent in writing by such holders.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1 GENERAL POWERS. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors.
In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the Board of Directors may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute
or by the Certificate of Incorporation or by these By-Laws required to be
exercised or done by the stockholders.
SECTION 3.2 NUMBER, TENURE AND QUALIFICATIONS. Subject to the rights
of the holders of any series of Preferred Stock to elect directors under
specified circumstances, the number of directors of the Corporation which
shall constitute the entire board shall be fixed from time to time as
provided in the Certificate of Incorporation. Directors need not be
stockholders. The directors, other than those who may be elected by the
holders of any series of Preferred Stock under specified circumstances, shall
be divided, with respect to the time for which they severally hold office,
into three classes, as nearly equal in number as is reasonably possible, with
the term of office of the first class to expire at the 2000 annual meeting of
stockholders, the term of office of the second class to expire at the 2001
annual meeting of stockholders and the term of office of the third class to
expire at the 2002 annual meeting of stockholders, with each director to hold
office until his or her successor shall have been duly elected and qualified.
At each annual meeting of stockholders, commencing with the 2000 annual
meeting, (i) directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each
director to hold office, subject to any qualifications or approvals required
under any Gaming Laws (as hereinafter defined in Section 7.7(C)), until his
or her successor shall have been duly elected and qualified, and (ii) if
authorized by a resolution of the Board of Directors, directors may be
elected to fill any vacancy on the Board of Directors, regardless of how such
vacancy shall have been created. For purposes of these By-Laws, an
individual shall be qualified to serve as a director only for so long as such
individual is determined to be and continues to be, qualified by all
applicable Gaming Authorities (as hereinafter defined in Section 7.7(B)) and
under all applicable Gaming Laws, as required, and in the event such
individual does not continue to be so qualified, such individual shall be
disqualified and shall cease to be a director of the Corporation.
SECTION 3.3 REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately
after, and at the same place as, the Annual Meeting of Stockholders. The
Board of Directors may, by resolution, provide the time and place for the
holding of additional regular meetings without other notice than such
resolution.
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SECTION 3.4 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called at the request of the Chairman of the Board, the
President or a majority of the Board of Directors then in office. The person
or persons authorized to call special meetings of the Board of Directors may
fix the place and time of the meetings.
SECTION 3.5 NOTICE. Notice of any special meeting of directors shall
be given to each director at his business or residence in writing by hand
delivery, first class or overnight mail or courier service, telegram or
facsimile transmission, or orally by telephone. If mailed by first-class
mail, such notice shall be deemed adequately delivered when deposited in the
United States mails so addressed, with postage thereon prepaid, at least five
days before such meeting. If by telegram, overnight mail or courier service,
such notice shall be deemed adequately delivered when the telegram is
delivered to the telegraph company or the notice is delivered to the
overnight mail or courier service company at least 24 hours before such
meeting. If by facsimile transmission, such notice shall be deemed
adequately delivered when the notice is transmitted at least 12 hours before
such meeting. If by telephone or by hand delivery, the notice shall be given
at least 12 hours prior to the time set for the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice of such
meeting, except for amendments to these By-Laws, as provided under Section
9.1. A meeting may be held at any time without notice if all the directors
are present or if those not present waive notice of the meeting in accordance
with Section 7.4 of these By-Laws.
SECTION 3.6 ACTION BY CONSENT OF BOARD OF DIRECTORS. Any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if all members of the
Board or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee, as applicable.
SECTION 3.7 CONFERENCE TELEPHONIC MEETINGS. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the
Board of Directors or such committee by means of conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
SECTION 3.8 QUORUM. Subject to Section 3.9, a whole number of
directors equal to at least a majority of the Whole Board shall constitute a
quorum for the transaction of business, but if at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of the
directors present may adjourn the meeting from time to time without further
notice. Except as otherwise provided in the Certificate of Incorporation or
in these By-Laws, the act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors. The directors present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum.
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SECTION 3.9 VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Except as
otherwise provided in the Certificate of Incorporation and subject to
applicable law and the rights of the holders of any series of Preferred
Stock, and unless the Board of Directors otherwise determines, vacancies
resulting from death, resignation, retirement, disqualification, removal from
office or other cause, and newly created directorships resulting from any
increase in the authorized number of directors, may be filled only by the
affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board of Directors. Subject to the obtaining of approval by
any Gaming Authority required before such person can become, or serve as, a
director, any director so chosen pursuant to the foregoing sentence shall
hold office for the remainder of the full term expiring at the annual meeting
of stockholders at which the term of office of the class to which they have
been elected expires and until such director's successor shall have been duly
elected and qualified. No decrease in the number of authorized directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
SECTION 3.10 EXECUTIVE AND OTHER COMMITTEES. The Board of Directors
may, by resolution adopted by a majority of the Whole Board in favor thereof,
designate an Executive Committee to exercise, subject to applicable
provisions of law, all the powers of the Board in the management of the
business and affairs of the Corporation when the Board is not in session,
including without limitation the power to declare dividends, to authorize the
issuance of the Corporation's capital stock and to adopt a certificate of
ownership and merger pursuant to Section 253 of the DGCL, and may, by
resolution similarly adopted, designate one or more other committees. The
Executive Committee and each such other committee shall consist of two or
more directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. Any such committee,
other than the Executive Committee (the powers of which are expressly
provided for herein), may to the extent permitted by law exercise such powers
and shall have such responsibilities as shall be specified in the designating
resolution. In the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not constituting a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Each
committee shall keep written minutes of its proceedings and shall report such
proceedings to the Board when required.
A majority of any committee may determine its action and fix the time
and place of its meetings, unless the Board of Directors shall otherwise
provide. Notice of such meetings shall be given to each member of the
committee in the manner provided for in Section 3.5 of these By-Laws. The
Board shall have power at any time to fill vacancies in, to change the
membership of, or to dissolve any such committee. Nothing herein shall be
deemed to prevent the Board of Directors from appointing one or more
committees consisting in whole or in part of persons who are not directors of
the Corporation; provided, however, that no such committee shall have or may
exercise any authority of the Board.
SECTION 3.11 REMOVAL. Subject to the rights of the holders of any
series of Preferred Stock to elect directors under specified circumstances,
any director may be removed from office,
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but only "for cause," and only by the affirmative vote of the holders of at
least 75% of the voting power of all the then outstanding shares of Voting
Stock, voting together as a single class. For the purposes of this Section
3.11, "for cause" shall mean (i) the willful and continuous failure of a
director to substantially perform or observe his or her duties to the
Corporation (other than any such failure resulting from physical or mental
incapacity of such director) or (ii) the willful engagement by a director in
gross misconduct which is materially and demonstrably injurious to the
Corporation.
SECTION 3.12 RECORDS. The Board of Directors shall cause to be kept a
record containing the minutes of the proceedings of the meetings of the Board
and of the stockholders, appropriate stock books and registers and such books
of records and accounts as may be necessary for the proper conduct of the
business of the Corporation.
SECTION 3.13 COMPENSATION OF DIRECTORS. Each director who is not also
an officer of the Corporation shall receive such stated annual stipend and
such allowance for attendance at each regular or special meeting of the Board
or any special or standing committee as shall be fixed from time to time by
resolution of the Board of Directors, and the expenses of attendance at any
such meeting by each director shall be borne by the Corporation.
SECTION 3.14 INTERESTED DIRECTORS. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors
or officers, or have a financial interest, shall be void or voidable solely
for this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose if: (i) the material facts as to his or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the
Board of Directors or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
Directors, even though the disinterested Directors be less than a quorum; or
(ii) the material facts as to his or their relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.
ARTICLE IV
OFFICERS
SECTION 4.1 ELECTED OFFICERS. The elected officers of the Corporation
shall be a Chairman of the Board, a President, one or more Executive Vice
Presidents, one or more Senior Vice Presidents, one or more Vice Presidents,
a Secretary, a Treasurer, and such other officers
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(including, without limitation, a Chief Financial Officer) or agents to hold
such offices, with such titles, for such period and have such authority and
perform such duties as the Board of Directors may provide by resolution from
time to time. The Chairman of the Board shall be chosen from among the
directors. All officers shall each have such powers and duties as generally
pertain to their respective offices, subject to the specific provisions of
this Article IV. Such officers shall also have such powers and duties as
from time to time may be conferred by the Board of Directors or by any
committee thereof. The Board or any committee thereof may from time to time
elect, or the Chairman of the Board or President may appoint, such other
officers (including one or more Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and Assistant Controllers) and such
agents, as may be necessary or desirable for the conduct of the business of
the Corporation. Such other officers and agents shall have such duties and
shall hold their offices for such terms as shall be provided in these By-Laws
or as may be prescribed by the Board or such committee or by the Chairman of
the Board or President, as the case may be.
SECTION 4.2 ELECTION AND TERM OF OFFICE. The elected officers of the
Corporation shall be elected annually by the Board of Directors at the
regular meeting of the Board of Directors held after the annual meeting of
the stockholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as convenient.
Subject to the obtaining of any Gaming Authority approval required before
such person can become, or serve as, an officer, each officer shall hold
office until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign. Any officer may be
removed from office at any time by the affirmative vote of a majority of the
Whole Board. Such removal shall be without prejudice to the contractual
rights, if any, of the person so removed.
SECTION 4.3 CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the Board of Directors and the stockholders. In
the absence or incapacity of the Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and the stockholders.
SECTION 4.4 PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation. Subject to the authority of the Board of
Directors, the President shall be responsible for the general management of
the business of the Corporation and shall be responsible for implementing the
policies and programs of the Board of Directors. The President shall have
the power to appoint such agents and employees as in the President's judgment
may be necessary or proper for the transaction of the business of the
Corporation, and shall determine their duties and recommend their
compensation. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. The President
shall report to the Board of Directors through the Chairman of the Board.
The President shall, in the absence of or incapacity of the Chairman of the
Board, perform all duties of the Chairman of the Board and preside at all
meetings of the Board of Directors and the stockholders.
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SECTION 4.5 EXECUTIVE VICE PRESIDENTS AND SENIOR VICE PRESIDENTS. The
Executive Vice Presidents and the Senior Vice Presidents shall perform such
duties as may be delegated or prescribed by the President, the Board of
Directors or the Executive Committee of the Corporation.
SECTION 4.6 VICE PRESIDENTS. Each Vice President shall have such
powers and shall perform such duties as are from time to time presented by
the Board of Directors or Executive Committee or as delegated by the
President.
SECTION 4.7 CHIEF FINANCIAL OFFICER. The Chief Financial Officer (if
any) shall be an Executive Vice President, a Senior Vice President or a Vice
President and act in an executive financial capacity. He shall assist the
Chairman of the Board and the President in the general supervision of the
Corporation's financial policies and affairs.
SECTION 4.8 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall
have the custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. The Treasurer shall disburse the funds
of the Corporation as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the President and Directors, at
regular meetings of the Board, or whenever they may require an account of all
the Treasurer's transactions as Treasurer and of the financial condition of
the Corporation. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond (which shall be renewed every six years) in such
sum and with such surety or sureties as shall be satisfactory to the Board
for the faithful performance of the duties of this office and for the
restoration to the Corporation, in case of the Treasurer's death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.
The Assistant Treasurers in the order of their seniority shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as the Board of
Directors shall prescribe.
SECTION 4.9 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
attend all sessions of the Board and all meetings of the stockholders and
record all votes and the minutes of all proceedings in a book to be kept for
that purpose and shall perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors, the Chairman of the Board or President, who shall supervise the
Secretary. The Secretary shall keep in safe custody the seal of the
Corporation and, when authorized by the Board, affix the same to any
instrument requiring it and, when so affixed, it shall be attested by the
Secretary's signature or by the signature of the Treasurer or the Assistant
Corporate Secretary or any Assistant Secretary.
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The Assistant Corporate Secretary, or the Assistant Secretaries in order
of their seniority, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties as the Board of Directors shall prescribe.
SECTION 4.10 REMOVAL. Any officer elected, or agent appointed, by the
Board of Directors, or any officer or agent appointed by the Chairman of the
Board or the President, may be removed by the affirmative vote of a majority
of the Whole Board whenever, in their judgment, the best interests of the
Corporation would be served thereby. Any officer or agent appointed by the
Chairman of the Board or the President may be removed by him whenever, in his
judgment, the best interests of the Corporation would be served thereby. No
elected officer shall have any contractual rights against the Corporation for
compensation by virtue of such election beyond the date of the election of
his successor, his death, his resignation or his removal, whichever event
shall first occur, except as otherwise provided in an employment contract or
under an employee deferred compensation plan.
SECTION 4.11 VACANCIES. A newly created elected office and a vacancy
in any elected office because of death, resignation, or removal may be filled
by the Board of Directors for the unexpired portion of the term at any
meeting of the Board of Directors. Any vacancy in an office appointed by the
Chairman of the Board or the President because of death, resignation, or
removal may be filled by the Chairman of the Board or the President. To the
extent that any prior approval is required by any Gaming Authority or under
any Gaming Law to fill a newly created elected office or a vacancy in any
elected office, such approval shall be obtained prior to filling any such
office or vacancy.
ARTICLE V
STOCK CERTIFICATES AND TRANSFERS
SECTION 5.1 STOCK CERTIFICATES AND TRANSFERS. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares
of stock or shall be uncertificated. Absent specific request for such a
certificate by the registered owner or transferee thereof, all shares shall
be uncertificated upon the original issuance thereof by the Corporation or
upon the surrender for transfer of the certificate representing such shares
to the Corporation or its transfer agent. The shares of the stock of the
Corporation shall be transferred on the books of the Corporation by the
holder thereof in person or by his attorney, if applicable, upon surrender
for cancellation of certificates for at least the same number of shares, with
an assignment and power of transfer endorsed thereon or attached thereto,
duly executed, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require. Except as otherwise
provided herein, all certificates surrendered to the Corporation for transfer
shall be canceled and no new certificates or uncertificated shares shall be
issued until such former certificates have been surrendered and canceled.
Upon surrender to the Corporation or the transfer agent of the Corporation of
a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto (and
upon specific request by such person), cancel the old certificate and record
the transaction upon its books.
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The certificate for shares of stock of the Corporation shall be in such
form, not inconsistent with the Certificate of Incorporation, as the
appropriate officers of the Corporation may from time to time prescribe. The
certificates of stock shall be signed, countersigned and registered in such
manner as the Board of Directors may by resolution prescribe, which
resolution may permit all or any of the signatures on such certificates to be
in facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent or registrar 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 issued and delivered with the
same effect as if such person or persons were such officer, transfer agent or
registrar of the Corporation at the date of issue.
All certificates for shares of stock shall be consecutively numbered as
the same are issued. The name of the person owning the shares represented
thereby with the number of such shares and the date of issue thereof shall be
entered on the books of the Corporation.
SECTION 5.2 LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of
Directors may direct new certificate(s) to be issued in place of any
certificate(s) theretofore issued by the Corporation alleged to have been
lost, destroyed or stolen, upon making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, destroyed or stolen.
When authorizing such issue of a new certificate(s), the Board of Directors
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, destroyed or stolen certificate(s), or his or
her legal representative, to advertise the same in such manner as it shall
require and give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate(s) alleged to have been lost, destroyed or stolen.
ARTICLE VI
INDEMNIFICATION AND INSURANCE
SECTION 6.1 ACTION OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION.
The Corporation shall indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be
amended, an Agent (as hereinafter defined) against costs, charges and
Expenses (as hereinafter defined), judgments, fines and amounts paid in
settlement actually and reasonably incurred by an Agent in connection with an
action, suit or proceeding (of the type referenced in the definition of
"Agent"), and any appeal therefrom, if the Agent acted in good faith and in a
manner the Agent reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful.
The termination of any action, suit or proceeding (whether by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent) shall not, of itself, create a presumption that the Agent did not
act in good faith and in a manner which the Agent reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, that such person had reasonable cause
to believe that the Agent's conduct was unlawful.
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SECTION 6.2 ACTION BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed judicial action or
suit brought by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person is or was an Agent, against
costs, charges and Expenses actually and reasonably incurred by an Agent in
connection with the defense or settlement of such action or suit and any
appeal therefrom if the Agent acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for gross negligence or willful misconduct in the performance of the
Agent's duty to the Corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such costs, charges and Expenses which
the Court of Chancery or other such court shall deem proper.
SECTION 6.3 DETERMINATION OF RIGHT OF INDEMNIFICATION. Any
indemnification under Section 6.1 or 6.2 (unless ordered by a court) shall be
paid by the Corporation unless a determination is reasonably and promptly
made (i) by the Board of Directors by a majority vote of a quorum consisting
of Disinterested Directors, or (ii) if such a quorum is not obtainable, or,
even if obtainable, if a quorum of Disinterested Directors so directs, by
Independent Counsel in a written opinion, or (iii) by the stockholders, that
such person acted in bad faith and in a manner that such person did not
believe to be in or not opposed to the best interests of the Corporation, or,
with respect to any criminal proceeding, that such person believed or had
reasonable cause to believe that his conduct was unlawful.
SECTION 6.4 INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.
Notwithstanding the other provisions of this Article, to the extent that an
Agent has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, the settlement of
an action without admission of liability, or the defense of any claim, issue
or matter therein, or on appeal from any such proceeding, action, claim or
matter, such Agent shall be indemnified against all costs, charges and
Expenses incurred in connection therewith.
SECTION 6.5 ADVANCES OF EXPENSES. Except as limited by Section 6.6,
costs, charges, and Expenses incurred by an Agent in any action, suit,
proceeding or investigation or any appeal therefrom shall be paid by the
Corporation in advance of the final disposition of such matter, if the Agent
shall undertake to repay such amount in the event that it is ultimately
determined, as provided herein, that such person is not entitled to
indemnification. Notwithstanding the foregoing, no advance shall be made by
the Corporation if a determination is reasonably and promptly made (i) by the
Board of Directors by a majority vote of a quorum of Disinterested Directors,
(ii) if such a quorum is not obtainable or, even if obtainable, a quorum of
Disinterested Directors so directs, by Independent Counsel in a written
opinion, that, based upon the facts known to the Board of Directors or
counsel at the time such determination is made, the Agent acted in bad faith
and in a manner that such person did not believe to be in the best
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interests of the Corporation, or (iii) with respect to any criminal
proceeding, that such person believed or had reasonable cause to believe his
or her conduct was unlawful. In no event shall any advance be made in
instances where the Board of Directors or Independent Counsel reasonably
determines that the Agent deliberately breached such person's duty to the
Corporation or its stockholders.
SECTION 6.6 RIGHT OF AGENT TO INDEMNIFICATION UPON APPLICATION;
PROCEDURE UPON APPLICATION. Any indemnification under Section 6.1, 6.2 or
6.4 or advance under Section 6.5, shall be made promptly, and in any event
within 60 days, upon the written request of the Agent, unless with respect to
applications under Section 6.1, 6.2 or 6.5, a determination is reasonably and
promptly made by the Board of Directors by a majority vote of a quorum of
Disinterested Directors that such Agent acted in a manner set forth in such
Sections as to justify the Corporation's not indemnifying or making an
advance to the Agent. In the event no quorum of Disinterested Directors is
obtainable, the Board of Directors shall promptly direct that Independent
Counsel shall decide whether the Agent acted in the manner set forth in such
Sections as to justify the Corporation's not indemnifying or making an
advance to the Agent. The right to indemnification or advances as granted by
this Article shall be enforceable by the Agent in any court of competent
jurisdiction, if the Board of Directors or Independent Counsel denies the
claim in whole or in part, or if no disposition of such claim is made within
60 days. The Agent's costs, charges and Expenses incurred in connection with
successfully establishing such person's right to indemnification, in whole or
in part, in any such proceeding shall also be indemnified by the Corporation.
SECTION 6.7 OTHER RIGHTS AND REMEDIES. The indemnification provided
by this Article shall not be deemed exclusive of, and shall not affect, any
other rights to which an Agent seeking indemnification may be entitled under
any law, By-Law, or charter provision, agreement, vote of stockholders or
Disinterested Directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be an Agent and
shall inure to the benefit of the heirs, executors and administrators of such
a person. All rights to indemnification under this Article shall be deemed
to be a contract between the Corporation and the Agent who serves in such
capacity at any time while the Certificate of Incorporation and other
relevant provisions of the DGCL and other applicable law, if any, are in
effect. Any repeal or modification thereof shall not affect any rights or
obligations then existing.
SECTION 6.8 INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was an Agent against any
liability asserted against such person and incurred by him or her in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability under the provisions of this Article. The Corporation may create a
trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of such sums as may
become necessary to effect indemnification as provided herein.
SECTION 6.9 PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
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(A) If a Change of Control (as hereinafter defined) shall have
occurred, in making a determination with respect to entitlement to
indemnification hereunder, the person, persons or entity making such
determination shall presume that the Agent is entitled to indemnification
under this Article if the Agent has submitted a request for indemnification
in accordance with Section 6.6, and the Corporation shall have the burden of
proof to overcome that presumption in connection with the making by any
person, persons or entity of any determination contrary to that presumption.
(B) If the person, persons or entity empowered or selected under
Section 6.6 to determine whether the Agent is entitled to indemnification
shall not have made such determination within 60 days after receipt by the
Corporation of the request therefor, the requisite determination of
entitlement to indemnification shall be deemed to have been made and the
Agent shall be entitled to such indemnification, absent (i) a misstatement by
the Agent of a material fact, or an omission of a material fact necessary to
make the Agent's statement not materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification
under applicable law; PROVIDED, HOWEVER, that such 60-day period may be
extended for a reasonable time, not to exceed an additional 30 days, if the
person, persons or entity making the determination with respect to
entitlement to indemnification in good faith requires such additional time
for the obtaining or evaluating of documentation and/or information relating
thereto; and PROVIDED, FURTHER, that the foregoing provisions of this Section
6.9 shall not apply (a) if the determination of entitlement to
indemnification is to be made by the stockholders pursuant to Section 6.6 and
if (A) within 15 days after receipt by the Corporation of the request for
such determination the Board of Directors has resolved to submit such
determination to the stockholders for their consideration at an annual
meeting thereof to be held within 75 days after such receipt and such
determination is made thereat, or (B) a special meeting of the stockholders
is called within 15 days after such receipt for the purpose of making such
determination, such meeting is held for such purpose within 60 days after
having been so called and such determination is made thereat, or (b) if the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 6.5.
(C) The termination of any proceeding or of any claim, issue or matter
therein by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise expressly
provided in this Article) of itself adversely affect the right of the Agent
to indemnification or create a presumption that the Agent did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal proceeding, that the Agent had reasonable cause to believe that such
person's conduct was unlawful.
SECTION 6.10. OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S
REQUEST. For the purposes of this Article, references to "other enterprise"
in Section 6.12(A) below shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to
any employee benefit plan; and references to "serving at the request of the
Corporation" shall include any service by the Agent as a director, officer or
employee of the Corporation which imposes duties on, or involves services by,
such Agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and
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in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article.
SECTION 6.11. SAVINGS CLAUSE. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each Agent as to costs,
charges and Expenses, judgments, fines and amounts paid in settlement with
respect to any action, suit, proceeding or investigation, and any appeal
therefrom, whether civil, criminal or administrative, and whether internal or
external, including a grand jury proceeding and an action or suit brought by
or in the right of the Corporation, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated, and
to the fullest extent permitted by applicable law.
SECTION 6.12. CERTAIN DEFINITIONS. For the purposes of this Article VI:
(A) "Agent" means any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding or investigation, whether civil, criminal or administrative, and
whether external or internal to the Corporation (other than a judicial action
or suit brought by or in the right of the Corporation) by reason of the fact
that he or she is or was or has agreed to be a director, officer or employee
of the Corporation, or that, being or having been such a director, officer or
employee, he or she is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise.
(B) "Change of Control" means a change in control of the Corporation of
a nature that would be required to be reported in response to Item 5(f) of
Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Exchange Act, whether or not
the Corporation is then subject to such reporting requirement; PROVIDED,
HOWEVER, that, without limitation, such a Change in Control shall be deemed
to have occurred if: (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 25% or more of the combined voting
power of the Corporation's then outstanding securities without the prior
approval of at least two-thirds of the members of the Board of Directors in
office immediately prior to such person attaining such percentage interest;
(ii) the Corporation is a party to a merger, consolidation, sale of assets or
other reorganization, or a proxy contest, as a consequence of which members
of the Board of Directors in office immediately prior to such transaction or
event constitute less than a majority of the Board of Directors thereafter;
or (iii) during any period of three consecutive years, individuals who at the
beginning of such period constituted the Board of Directors (including for
this purpose any new director whose election or nomination for election by
the Corporation's stockholders was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of
such period) cease for any reason to constitute at least a majority of the
Board of Directors.
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(C) "Disinterested Director" means a director of the Corporation who is
not and was not a party to the matter in respect of which indemnification is
sought by the claimant.
(D) "Expenses" shall include all reasonable attorneys' fees, retainers,
court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of
the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, or being or preparing to be
a witness in a proceeding.
(E) "Independent Counsel" means a law firm, a member of a law firm, or
an independent practitioner, that is experienced in matters of corporation
law and shall include any person who, under the applicable standards of
professional conduct then prevailing, would not have a conflict of interest
in representing either the Corporation or the claimant in an action to
determine the claimant's rights under this Article VI.
ARTICLE VII.
MISCELLANEOUS PROVISIONS
SECTION 7.1. FISCAL YEAR. The fiscal year of the Corporation shall
begin on the first day of January and end on the thirty-first day of December
of each year.
SECTION 7.2. DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and the
Certificate of Incorporation. Dividends may be paid in cash, in property, or
in shares of the capital stock of the Corporation. Before payment of any
dividend, there may be set aside out of any funds of the Corporation
available for dividends, such sum or sums as the directors may, from time to
time in their absolute discretion, think proper as a reserve fund to meeting
contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the directors
shall think conducive to the interest of the Corporation, and the directors
may abolish any such reserve in the manner in which it was created.
SECTION 7.3. SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of incorporation and the words
"Corporation Seal, Delaware." Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 7.4. WAIVER OF NOTICE. Whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions
of the DGCL or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
Neither the business to be transacted at, nor the purpose of, any annual or
special meeting of the stockholders or the Board of Directors or committee
thereof need be specified in any waiver of notice of such meeting.
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SECTION 7.5. AUDITS. The accounts, books and records of the
Corporation shall be audited upon the conclusion of each fiscal year by an
independent certified public accountant selected by the Board of Directors,
and it shall be the duty of the Board of Directors to cause such audit to be
done annually.
SECTION 7.6. Resignations. Any director or any officer, whether
elected or appointed, may resign at any time by giving written notice of such
resignation to the Chairman of the Board, the President, or the Secretary,
and such resignation shall be deemed to be effective as of the close of
business on the date said notice is received by the Chairman of the Board,
the President, or the Secretary, or at such later time as is specified
therein. No formal action shall be required of the Board of Directors or the
stockholders to make any such resignation effective.
SECTION 7.7. COMPLIANCE WITH APPLICABLE GAMING LAWS.
(A) If the Corporation becomes, and so long as it remains, either a
holding company or an intermediary holding company subject to regulation
under any Gaming Laws, all securities of the Corporation shall be held
subject to the applicable provisions of such Gaming Laws. If a holder
thereof is found to be disqualified by any Gaming Authorities, then such
holder shall dispose of his or her interest in the Corporation as provided in
the Certificate of Incorporation and pursuant to the applicable provisions of
any Gaming Laws, and orders or rulings of any Gaming Authorities.
(B) For the purposes of these By-Laws, "Gaming Authority" means any
government, court, or federal, state, local, international or foreign
governmental, administrative, regulatory or licensing body, agency, authority
or official which regulates, has authority or otherwise asserts jurisdiction
over gaming activities (or proposed gaming activities), gaming operations or
facilities conducted by the Corporation or any of its subsidiaries or
affiliates, within any gaming jurisdictions (domestic and foreign and the
political subdivisions thereof), whether now or hereafter existing, including
without limitation, the Nevada Gaming Control Board, the Nevada Gaming
Commission, the Clark County Liquor and Gaming Licensing Board, the New
Jersey Casino Control Commission, the Louisiana Gaming Control Board, the
Mississippi Gaming Commission and the Missouri Gaming Commission.
(C) For the purposes of these By-Laws, "Gaming Law" means any federal,
state, local, international or foreign law, statute, order, ordinance or
interpretation pursuant to which any Gaming Authority possesses or asserts
regulatory or licensing authority over gaming activities, operations or
facilities within any gaming jurisdictions (domestic and foreign and the
political subdivisions thereof), including any rules and regulations
promulgated by such Gaming Authority thereunder, including, without
limitation, the Nevada Gaming Control Act, the Clark County Code, the New
Jersey Casino Control Act, the Louisiana Riverboat Economic Development and
Gaming Control Act, the Mississippi Gaming Control Act and the Missouri
Gaming Law.
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ARTICLE VIII.
CONTRACTS, PROXIES, ETC.
SECTION 8.1. CONTRACTS. Except as otherwise required by law, the
Certificate of Incorporation or these By-Laws, any contracts or other
instruments may be executed and delivered in the name and on the behalf of
the Corporation by such officer or officers of the Corporation as the Board
of Directors may from time to time direct. Such authority may be general or
confined to specific instances as the Board may determine. The Chairman of
the Board, the President or any Executive Vice President, Senior Vice
President or Vice President may execute bonds, contracts, deeds, leases and
other instruments to be made or executed for or on behalf of the Corporation.
Subject to any restrictions imposed by the Board of Directors or the Chairman
of the Board, the President or any Executive Vice President, Senior Vice
President or Vice President of the Corporation may delegate contractual
powers to others under his jurisdiction, it being understood, however, that
any such delegation of power shall not relieve such officer of responsibility
with respect to the exercise of such delegated power.
SECTION 8.2. PROXIES. Unless otherwise provided by resolution adopted
by the Board of Directors, the Chairman of the Board, the President or any
Executive Vice President, Senior Vice President or Vice President may from
time to time appoint an attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as the holder of stock or other
securities in any other corporation, any of whose stock or other securities
may be held by the Corporation, at meetings of the holders of the stock or
other securities of such other corporation, or to consent in writing, in the
name of the Corporation as such holder, to any action by such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause
to be executed in the name and on behalf of the Corporation and under its
corporate seal or otherwise, all such written proxies or other instruments as
he may deem necessary or proper in the premises.
ARTICLE IX.
AMENDMENTS
SECTION 9.1. AMENDMENTS. These By-Laws may be altered, amended, or
repealed at any meeting of the Board of Directors or of the stockholders,
provided that notice of the proposed change was given in the notice of the
meeting and, in the case of a meeting of the Board of Directors, in a notice
given not less than two days prior to the meeting; PROVIDED, HOWEVER, that,
in the case of amendments by stockholders, notwithstanding any other
provisions of these By-Laws or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of
the holders of any particular class or series of the capital stock of the
Corporation required by law, the Certificate of Incorporation or these
By-Laws, the affirmative vote of the holders of at least 75% of the voting
power of all the then outstanding shares of the Voting Stock, voting together
as a single class, shall be required to alter, amend or repeal any provision
of these By-Laws.
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