EXHIBIT 3.11
BY-LAWS OF
IOWA GAMING COMPANY
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE AND AGENT. The corporation shall
continuously maintain in the State of Iowa a registered office and a
registered agent whose business office is identical with such registered
office.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders
shall be held on such date as the Board of Directors may fix, for the purpose
of electing directors and transacting such other business as may come before
the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders
may be called either by the president, by the board of directors or by the
holders of not less than one-fifth of all the outstanding shares of the
corporation entitled to vote thereon, for the purpose or purposes stated in
the call of the meeting.
SECTION 3. TIME AND PLACE OF MEETING. All meetings of the
shareholders for the election of directors or for any other purpose shall be
held at such time and place, within or without the State of Iowa as shall be
designated by the board of directors. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be at the
principal business office of the corporation.
SECTION 4. NOTICE OF MEETINGS. Written notice stating the place,
date, and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than 10 or more than 60 days before the date of the meeting, or in the
case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets not less than 20 or more than 60 days before the date
of the meeting, either personally or by mail, by or at the direction of the
president, or the secretary, or the officer or persons calling the meeting,
to each shareholder 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 addressed to the shareholder at his or
her address as it appears on the records of the corporation, with postage
thereon prepaid. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken.
SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders,
or shareholders entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper purpose, the board
of directors of the corporation may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not
more than 60 days and for a meeting of shareholders, not less than 10 days,
or in the case of a merger, consolidation, share exchange, dissolution or
sale, lease or exchange of assets, not less than 20 days before the date of
such meeting. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
board of directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. A
determination of shareholders shall apply to any adjournment of the meeting.
SECTION 6. QUORUM. The holders of a majority of the outstanding
shares of the corporation entitled to vote on a matter, represented in person
or by proxy, shall constitute a quorum for consideration of such matter at
any meeting of shareholders, unless otherwise provided in the articles of
incorporation, but in no event shall a quorum consist of less than one-third
of the outstanding shares entitled so to vote; provided that if less than a
majority of the outstanding shares are represented at said meeting, a
majority of the shares so represented may adjourn the meeting at any time
without further notice. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by the Iowa Business Corporation Act, the articles of incorporation
or these by-laws. At any adjourned meeting at which a quorum shall be
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present, any business may be transacted which might have been transacted at
the original meeting. Withdrawal of shareholders from any meeting shall not
cause failure of a duly constituted quorum at that meeting.
SECTION 7. PROXIES. Each shareholder so entitled to vote or act may
appoint a proxy to vote or otherwise act for him or her by signing an
appointment form and delivering it to the person so appointed, but no such
proxy shall he valid after 11 months from the date of its execution, unless
otherwise provided in the proxy.
SECTION 8. VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to one vote in each matter submitted to vote at a
meeting of shareholders, and in all elections for directors, every
shareholder shall have the right to vote the number of shares owned by such
shareholder for as many persons as there are directors to he elected. Each
shareholder may vote either in person or by proxy as provided in Section 7
hereof.
SECTION 9. INFORMAL ACTION BY SHAREHOLDERS. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed (a) if 5 days prior notice of the proposed-action is given in
writing to all of the shareholders entitled to vote with respect to the
subject matter hereof, by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voting or (b) by all of the shareholders entitled to vote with
respect to the subject matter hereof.
Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given in writing to
those shareholders who have not consented in writing. In the event that the
action which is consented to is such as would have required the filing of a
certificate under any section of the Iowa Business Corporation Act if such
action had been voted on by the shareholders at a meeting thereof, the
certificate filed under such other section shall state, in lieu of any
statement required by such section concerning any vote of shareholders, that
written consent has been given in accordance with the provisions of Section
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490.705 of the Iowa Business Corporation Act and that written notice has been
given as provided in such Section 490.704.
SECTION 10. VOTING BY BALLOT. Voting on any question or in any
election may be by voice unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the
corporation shall be managed by or under the direction of its board of
directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall be determined from time to time by
resolution of the Board of Directors. Initially the number of directors shall
be one until changed by resolution of the Board of Directors. Each director
shall be elected at the annual meeting of the shareholders, except as
provided in Section 3 of this Article and shall hold office until his
successor shall have been elected and qualified. Directors need not be
shareholders.
SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the number of directors may be filled by a
majority of the directors then in office though less than a quorum, and each
director so chosen shall hold office until his successor is elected and
qualified or until his earlier resignation or removal. If there are no
directors in office, then an election of directors may be held in the manner
provided by law.
SECTION 4. PLACE OF MEETINGS. The board of directors may hold
meetings, both regular and special, either within or without the State of
Iowa.
SECTION 5. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this by-law, immediately
after the annual meeting of shareholders. The board of directors may provide,
by resolution, the time and place for holding of additional regular meetings
without other notice than such resolution.
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SECTION 6. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by the president. Special meetings may be called by
the secretary on the written request of any director. No notice of special
meetings need be given.
SECTION 7. QUORUM. A majority of the number of directors fixed by
these by-laws shall constitute a quorum for transaction of business at any
meeting of the board of directors, provided that if less thaA a majority of
such number of directors are present at said meeting, a majority of the
directors present may adjourn the meeting at any time without further notice.
SECTION 8. MANNER OF ACTING. 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, unless the act of a greater number is required by
statute, these by-laws, or the articles of incorporation.
SECTION 9. RESIGNATION AND REMOVAL OF DIRECTORS. A director may
resign at any time upon written notice to the board of directors. A director
may be removed with or without cause, by a majority of shareholders if the
notice of the meeting names the director or directors to be removed at said
meeting.
SECTION 10. ATTENDANCE BY CONFERENCE TELEPHONE. Members of the board
of directors or any committee of the board may participate in and act at any
meeting of the board or committee THROUGH USE of the conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting by such means
shall constitute attendance and presence in person at the meeting of the
person or persons so participating for all purposes.
SECTION 11. INFORMAL ACTION BY DIRECTORS. The authority of the board
of directors may be exercised without a meeting if a consent in writing,
setting forth the action taken, is signed by all of the directors entitled to
vote.
SECTION 12. COMPENSATION. The board of directors shall have the
authority to fix the compensation of directors, which may include their
expenses, if any, of attendance at each meeting of the board of directors or
of a committee.
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SECTION 13. COMMITTEES. A majority of the board of directors may
create one or more committees of two or more members to exercise appropriate
authority of the board of directors. A majority of such committee shall
constitute a quorum for transaczion of business. A committee may transact
business without a meeting by unanimous written consent.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a
chairman, a vice chairman, a president, one or more vice-presidents, a
treasurer, a secretary, and such other officers as may be elected or
appointed by the board of directors. Any two or more offices may be held by
the same person. The vice chairman need not be a member of the board of
directors.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
Vacancies may be filled or new offices created and filled at any meeting of
the board of directors. 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 or shall have been removed in the manner hereinafter
provided. Election or appointment of an officer shall not of itself create
contract rights.
SECTION 3. REMOVAL. Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed.
SECTION 4. PRESIDENT. The President shall be the principal executive
officer of the corporation and he shall be in charge of the business of the
coporation. The President shall discharge all duties incident to the office
of president and such other duties as may be prescribed by the board of
directors from time to time. He shall preside at all meetings of the
shareholders and of the board
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of directors. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the corporation or a
different mode of execution is expressly prescribed by the board of directors
or these by-laws, he may execute for the corporation certificates for its
shares, and any contracts, deeds, mortgages, bonds, or other instruments
which the board of directors has authorized to be executed, he may (without
previous authorization by the board of directors) execute such contracts and
other instruments as the conduct of the corporation's business in its
ordinary course requires, and he may accomplish such execution either under
or without the seal of the corporation and either individually or with the
secretary, any assistant secretary, or any other officer thereunto authorized
by the board of directors, according to the requirements of the form of the
instrument. He may vote all securities which the corporation is entitled to
vote except as and to the extent such authority shall be vested in a
different officer or agent of the corporation by the board of directors.
SECTION 5. VICE-PRESIDENTS. The vice-president (or, in the event
there be more than one vice-president, each of the vice-presidents) shall
perform such duties and have such other powers as may from time to time be
prescribed by the president or by the board of directors.
SECTION 6. TREASURER. The treasurer shall be the principal
accounting and financial officer of the corporation. He shall: (a) have
charge of and be responsible for the maintenance of adequate books of account
for the corporation; (b) have charge and custody of all funds and securities
of the corporation, and be responsible therefor and for the receipt and
disbursement thereof; and (c) perform all the duties incident to the office
of treasurer and such other duties as from time to time may be assigned to
him by the president or by the board of directors. If required by the board
of directors, the treasurer shall give a bond for the faithful discharge of
his duties in such sum and with such surety or sureties as the board of
directors may determine.
SECTION 7. SECRETARY. The secretary shall: (a) record the minutes of
the shareholders' and of the board of directors, meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the
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corporate records and of the seal of the corporation; (d) keep a register of
the post-office address of each shareholder which shall be furnished to the
secretary by such shareholder; (e) sign with the president, or a
vice-president, or any other officer thereunto authorized by the board of
directors, certificates for shares of the corporation, the issue of which
shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors
has authorized to be executed, according to the requirements of the form of
the instrument, except when a different mode of execution is expressly
prescribed by the board of directors or these by-laws; (f) have general
charge of the stock transfer books of the corporation; (g) have authority to
certify the by-laws, resolutions of the shareholders and board of directors
and committees thereof, and other documents of the corporation as true and
correct copies thereof; and (h) perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him
by the president or by the board of directors.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or
by the president or the board of directors. The assistant secretaries may
sign with the president, or a vice-president, or any other officer thereunto
authorized by the board of directors, certificates for shares of the
corporation, the issue of which shall have been authorized by the board of
directors, and any contracts, deeds, mortgages, bonds, or other instruments
which the board of directors has authorized to be executed, according to the
requirements of the form of the instrument, except when a different mode of
execution is expressly prescribed by the board of directors or these by-laws.
The assistant treasurers shall respectively, if required by the board of
directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine.
SECTION 9. COMPENSATION. The compensation of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such compensation by reason of the fact that he is
also a director of the corporation.
ARTICLE V
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CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation,
and such authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the board of directors. Such authority
may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders f
or the payment of money, notes or other evidences of indebtedness issued in
the name of the corporation, shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from time to
time be determined by resolution of the board of directors.
SECTION 4. 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.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 1. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED
SHARES. Shares either shall be represented by certificates or shall be
uncertificated shares.
Certificates representing shares of the corporation shall be signed
by the president or a vice president or by such officer as shall be
designated by resolution of the board of directors and by the secretary or an
assistant secretary, and shall be sealed with the seal or a facsimile of the
seal of the corporation. If a certificate is countersigned by a transfer
agent or registrar, other than the corporation or its employee, any other
signatures may be facsimile. Each certificate representing shares shall be
consecutively numbered or otherwise identified, and shall also
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state the name of the person to whom issued, the number and class of shares
(with designation of series, if any), the date of issue, that the corporation
is organized under Iowa law and the par value or a statement that the shares
and without par value. If the corporation is authorized and does issue shares
of more than one class or of series within a class, the certificate shall
also contain such information or statement as may be required by law.
Unless prohibited by the articles of incorporation, the board of
directors may provide by resolution that some or all of any class or series
of shares shall be uncertificated shares. Any such resolution shall not apply
to shares represented by a certificate until the certificate has been
surrendered to the corporation. Within a reasonable time after the issuance
or transfer of uncertificated shares, the corporation shall send the
registered owner thereof a written notice of all information that would
appear on a certificate. Except as otherwise expressly provided by law, the
rights and obligations of the holders of uncertificated shares shall be
identical to those of the holders of certificates representing shares of the
same class and series.
The name and address of each shareholder, the number and class of
shares held and the date on which the certificates for the shares were issued
shall be entered on the books of the corporation. The person in whose name
shares stand on the books of the corporation shall be deemed the owner
thereof for all purposes as regards the corporation.
SECTION 2. LOST CERTIFICATES. If a certificate representing shares
has allegedly been lost or destroyed the board of directors may in its
discretion, except as may be required by law, direct that a new certificate
be issued upon such indemnification and other reasonable requirements as it
may impose.
SECTION 3. TRANSFER OF SHARES. Transfer of shares of the ccrporation
shall be recorded on the books of the corporation. Transfer of shares
represented by a certificate, except in the case of a lost or destroyed
certificate, shall be made on surrender for cancellation of the certificate
for such shares. A certificate presented for transfer must be duly endorsed
and accompanied by proper guaranty of signature and other appropriate
assurances that the endorsement is effective. Transfer of an uncertificated
share shall be made on receipt by the corporation of an instruction from
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the registered owner or other appropriate person. The instruction shall be in
writing or a communication in such form as may be agreed upon in writing by
the corporation.
ARTICLE VII
GENERAL PROVISIONS
SECTION 1. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SECTION 2. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the corporation and the words "Corporate Seal, Iowa. The
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced, provided that the affixing of the
corporate seal to an instrument shall not give the instrument additional
force or effect, or change the construction thereof, and the use of the
corporate seal is not mandatory.
SECTION 3. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of these by-laws or under the provisions of the
articles of incorporation or under the provisions of Iowa Business
Corporation, 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. Attendance at any
meeting shall constitute waiver of notice thereof unless the person at the
meeting objects to the holding of the meeting because proper notice was not
given.
ARTICLE VIII
INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. 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 action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, or who is or was serving at the request
of the corporation as a director, officer, employee or
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aaent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) , judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he 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 his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interest of the corporation, or with
respect to any criminal action or proceeding, that the person had reasonable
cause to believe that his conduct was unlawful.
SECTION 2. 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 action or suit 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 a
director, officer, employee or agent of the corporation, or is or was
ser-ving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and 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 negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that 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
expenses which the court shall deem proper.
SECTION 3. To the extent that a director, officer, employee or agent
of a corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding
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referred to in Sections 1 and 2 hereof, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection therewith.
SECTION 4. Any indemnification under Sections 1 and 2 hereof (unless
ordered by a court) shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (b) if such a quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the shareholders.
SECTION 5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the corporation as authorized in this article.
SECTION 6. The indemnification provided by this article shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any by- law, agreement vote of shareholders or
disinterested directors or otherwise, both as to action in his or her
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 a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
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asserted against such person and incurred by such person in any such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify such person against such
liability under the provisions of these sections.
SECTION 8. If the corporation has paid indemnity or has advanced
expenses to a director, officer, employee or agent, the corporation shall
report the indemnification or advance in writing to the shareholders with or
before the notice of the next shareholders, meeting.
SECTION 9. For purposes of this Section, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employees or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Section with respect to the surviving corporation as such person would have
with respect to such merging corporation if its separate existence had
continued.
SECTION 10. For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by
such director, officer, employee, or agent with respect to an employee
benefit plan, its participants, or beneficiaries. A person who acted in good
faith and in a manner he or she reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interest
of the corporation" as referred to in this Section.
ARTICLE IX
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AMENDMENTS
Unless the power to make, alter, amend or repeal the by-laws is
reserved to the shareholders by the articles of incorporation, the by-laws of
the corporation may be made, altered, amended or repealed by the shareholders
or the board of directors, but no by-law adopted by the shareholders may be
altered, amended or repealed by the board of directors if the by-laws so
provide. The by-laws may contain any provisions for the regulation and
management of the affairs of the corporation not inconsistent with law or the
articles of incorporation.
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