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EXHIBIT 3.14
BYLAWS
OF
AMERISTAR CASINO ST. LOUIS, INC.
As adopted by the Board of Directors on October 6, 1999.
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TABLE OF CONTENTS
Page
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ARTICLE I ...................................................................... 1
1.1 Registered Office and Registered Agent .................................. 1
1.2 Corporate Offices ....................................................... 1
1.3 Books and Records ....................................................... 1
1.4 Inspection of Records ................................................... 1
ARTICLE II ..................................................................... 2
2.1 Place of Meetings ....................................................... 2
2.2 Annual Meetings ......................................................... 2
2.3 Special Meetings ........................................................ 2
2.4 Consent of Shareholders in Lieu of Meeting .............................. 2
2.5 Notice; Waiver of Notice ................................................ 3
2.6 Presiding Officials ..................................................... 3
2.7 Quorum .................................................................. 3
2.8 Proxies ................................................................. 4
2.9 Voting .................................................................. 4
2.10 Registered Shareholders ................................................ 4
2.11 Shareholders' Lists .................................................... 5
2.12 Conduct of Meetings .................................................... 5
ARTICLE III .................................................................... 6
3.1 Number .................................................................. 6
3.2 Powers of the Board ..................................................... 6
3.3 Meetings of the Newly Elected Board ..................................... 6
3.4 Notice of Meetings; Waiver of Notice .................................... 6
3.5 Meetings by Conference Telephone or Similar Communications Equipment .... 7
3.6 Action Without a Meeting ................................................ 7
3.7 Quorum .................................................................. 7
3.8 Vacancies ............................................................... 8
3.9 Committees .............................................................. 8
3.10 Compensation of Directors and Committee Members ........................ 8
3.11 Removal of Directors ................................................... 8
3.12 Resignations ........................................................... 9
ARTICLE IV ..................................................................... 9
4.1 Designations ............................................................ 9
4.2 Term of Office .......................................................... 9
4.3 Other Agents ............................................................ 10
4.4 Removal ................................................................. 10
4.5 Salaries and Compensation ............................................... 10
4.6 Delegation of Authority to Hire, Discharge and Designate Duties ......... 10
4.7 Chairman of the Board ................................................... 10
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4.8 President ............................................................... 11
4.9 Vice Presidents ......................................................... 11
4.10 Secretary and Assistant Secretaries .................................... 12
4.11 Treasurer and Assistant Treasurers ..................................... 12
4.12 Duties of Officers May Be Delegated .................................... 13
ARTICLE V ...................................................................... 13
5.1 Indemnification in Actions by Third Parties ............................. 13
5.2 Indemnification in Derivative Action .................................... 14
5.3 Indemnification for Success on the Merits or Otherwise .................. 14
5.4 Determination of Right to Indemnification ............................... 14
5.5 Advancement of Expenses ................................................. 15
5.6 Non-Exclusivity ......................................................... 15
5.7 Insurance ............................................................... 16
5.8 Amendment and Vesting of Rights ......................................... 16
5.9 Definitions ............................................................. 16
5.10 Severability ........................................................... 18
ARTICLE VI ..................................................................... 18
6.1 Payment for Shares of Stock ............................................. 18
6.2 Certificates Representing Shares of Stock ............................... 18
6.3 Transfers of Shares -- Transfer Agent -- Registrar ...................... 18
6.4 Closing of Transfer Books ............................................... 19
6.5 Lost or Destroyed Certificates .......................................... 19
6.6 Regulations ............................................................. 19
ARTICLE VII .................................................................... 20
7.1 Fixing of Capital -- Transfers of Surplus ............................... 20
7.2 Dividends ............................................................... 20
7.3 Creation of Reserves .................................................... 20
ARTICLE VIII ................................................................... 21
8.1 Fiscal Year ............................................................. 21
8.2 Corporate Seal .......................................................... 21
8.3 Depositories ............................................................ 21
8.4 Contracts with Officers or Directors or Their Affiliates ................ 21
8.5 Amendments .............................................................. 22
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BYLAWS
OF
AMERISTAR CASINO ST. LOUIS, INC.
ARTICLE I
OFFICES AND RECORDS
1.1 Registered Office and Registered Agent. The location of the
registered office and the name of the registered agent of the Corporation in the
State of Missouri shall be as stated in the Articles of Incorporation or as
shall be determined from time to time by the Board of Directors and on file in
the appropriate office of the State of Missouri pursuant to applicable
provisions of law. Unless otherwise permitted by law, the address of the
registered office of the Corporation and the address of the business office of
the registered agent shall be identical.
1.2 Corporate Offices. The Corporation may have such corporate offices
anywhere within or without the State of Missouri as the Board of Directors from
time to time may determine or the business of the Corporation may require.
1.3 Books and Records. The Corporation shall keep correct and complete
books and records of account, including the amount of its assets and
liabilities, minutes of its proceedings of its shareholders and Board of
Directors (and any committee having the authority of the Board) and the names
and places of residence of its officers. The Corporation shall keep at its
registered office or principal place of business in the State of Missouri, or at
the office of its transfer agent in the State of Missouri, if any, books and
records in which shall be recorded the number of shares subscribed, the names of
the owners of the shares, the numbers owned by them respectively, the amount of
shares paid, and by whom, and the transfer of such shares with the date of
transfer.
1.4 Inspection of Records. A shareholder may, upon written demand,
inspect the records of the Corporation, pursuant to any statutory or other legal
right, during the usual and customary hours of business and in such manner as
will not unduly interfere with the regular conduct of the business of the
Corporation. A shareholder may delegate such shareholder's right of inspection
to a certified or public accountant on the condition, to be enforced at the
option of the Corporation, that the shareholder and accountant agree with the
Corporation to furnish to the Corporation promptly a true and correct copy of
each report with respect to such inspection made by such accountant. No
shareholder shall use, permit to be used or acquiesce in the use by others of
any information so obtained to the detriment competitively of the Corporation,
nor shall he furnish or permit to be furnished any information so obtained to
any competitor or prospective competitor of the Corporation. The Corporation as
a condition precedent to any shareholder's inspection of the records of the
Corporation may require the shareholder to indemnify the Corporation, in such
manner and for such amount as may be determined by the Board of Directors,
against any loss or damage which may be suffered by it arising out of or
resulting
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from any unauthorized disclosure made or permitted to be made by such
shareholder of information obtained in the course of such inspection.
ARTICLE II
SHAREHOLDERS
2.1 Place of Meetings. All meetings of the shareholders shall be held at
the offices of the Corporation in the State of Missouri, except such meetings as
the Board of Directors to the extent permissible by law expressly determines
shall be held elsewhere, in which case such meetings may be held, upon notice
thereof as hereinafter provided, at such other place or places, either within or
without the State of Missouri, as the Board shall have determined, and as shall
be stated in such notice. Unless specifically prohibited by law, any meeting may
be held at any place and time, and for any purpose, if consented to in writing
by all of the shareholders entitled to vote at such meeting.
2.2 Annual Meetings. An annual meeting of shareholders shall be held on
the day and month of each year as determined by the Board of Directors, if not a
legal holiday, and if a legal holiday, then on the next secular day following.
At each annual meeting of shareholders, the shareholders entitled to vote
thereat shall elect directors. Each director shall be elected to serve until the
next succeeding annual meeting of the shareholders or until such director's
successor is duly elected and qualified, unless otherwise provided in the
Articles of Incorporation. At the annual meeting, the shareholders may transact
such other business as may be desired, whether or not the same was specified in
the notice of the meeting, unless the consideration of such other business,
without its having been specified in the notice of the meeting as one of the
purposes thereof, is prohibited by law.
2.3 Special Meetings.
(a) Special meetings of the shareholders may be held for any
purpose or purposes and may be called by the Chairman of the Board, by the
President, by the Secretary, by the Board of Directors, or by the holders of, or
by any officer or shareholder upon the written request of the holders of, not
less than 50% of all outstanding shares entitled to vote at any such meeting,
and shall be called by any officer directed to do so by the Board. Business
transacted at all special meetings of the shareholders shall be confined to the
purposes stated in the notices of such meetings, unless the transaction of other
business is consented to by the holders of all of the outstanding shares of
stock of the Corporation entitled to vote at the meeting.
(b) The "call" and the "notice" of any such meeting shall be
deemed to be synonymous.
2.4 Consent of Shareholders in Lieu of Meeting. Any action required to
be taken or which may be taken at a meeting of the shareholders may be taken
without a meeting if consents in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof. Such consents shall have the same force and effect as a
unanimous vote of the shareholders at a meeting duly held. The Secretary shall
file such consents with the minutes of the meetings of the shareholders.
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2.5 Notice; Waiver of Notice.
(a) Written or printed notice of each meeting of the
shareholders, whether annual or special, stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes thereof,
shall be delivered or given to each shareholder entitled to vote at such
meeting, as determined in accordance with Section 6.4 of these Bylaws, not less
than 10 days or more than 70 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or persons calling the meeting, unless, as to a particular
matter, other or further notice is required by law, in which case such other or
further notice shall be given.
(b) Any notice to a shareholder of a shareholders' meeting sent
by mail shall be deemed to be delivered when deposited in the United States mail
with postage thereon prepaid and addressed to the shareholder at such
shareholder's address as it appears on the records of the Corporation.
(c) Whenever any notice is required to be given to any
shareholder under the provisions of these Bylaws, or of the Articles of
Incorporation or of any law, a written waiver thereof, signed by the shareholder
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
(d) To the extent provided by law, attendance of a shareholder
at any meeting shall constitute a waiver of notice of such meeting except where
a shareholder attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
2.6 Presiding Officials. Every meeting of the shareholders, for whatever
purpose, shall be convened by the President, the Secretary or the officer or any
of the persons who called the meeting. The meeting shall be presided over by the
officers specified in Sections 4.7, 4.8 and 4.9 of these Bylaws; provided,
however, that the shareholders at any meeting, by a majority vote of the shares
represented, may select any persons of their choosing to act as chairman and
secretary of such meeting or any session thereof.
2.7 Quorum. Unless otherwise provided by law, the Articles of
Incorporation or these Bylaws, a majority of the outstanding shares entitled to
vote at any meeting represented in person or by proxy, shall constitute a quorum
at all meetings of the shareholders; provided, however, that in the event that
less than a quorum is represented at a meeting, the shares so represented, by a
majority vote, shall have the right successively to adjourn the meeting, without
notice to any shareholder not present at the meeting, to a specified date no
later than 90 days after such adjournment. In all matters every decision of a
majority of shares entitled to vote on the subject matter and represented in
person or by proxy at a meeting at which a quorum is present shall be valid as
an act of the shareholders, unless a larger vote is required by law, by the
Articles of Incorporation or by these Bylaws. Shares represented by a proxy
which directs that the shares be voted to abstain or to withhold a vote on a
matter shall be deemed to be represented at the meeting as to such matter. At
any subsequent session of an adjourned meeting at which a quorum is present in
person or by proxy, any business may be transacted which could have been
transacted at the initial session of the meeting if a quorum had been present.
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2.8 Proxies. At any meeting of the shareholders every shareholder having
the right to vote shall be entitled to vote in person or by proxy executed in
writing by such shareholder or by such shareholder's duly authorized attorney in
fact. No proxy shall be valid after 11 months from the date of its execution,
unless otherwise provided in the proxy.
2.9 Voting.
(a) Unless otherwise provided in the Articles of Incorporation,
each shareholder shall have one vote for each share of stock entitled to vote
under the provisions of the Articles of Incorporation and which is registered in
such shareholder's name on the books of the Corporation.
(b) Unless otherwise provided in the Articles of Incorporation,
cumulative voting is not permitted with respect to the election of directors
and, thus, no shareholder entitled to vote in the election of directors shall
have the right to cast as many votes in the aggregate as shall equal the number
of votes held by the shareholder in the Corporation, multiplied by the number of
directors to be elected at the election, for one candidate, or distribute them
among two or more candidates.
(c) No person shall be admitted to vote on any shares of the
Corporation belonging or hypothecated to the Corporation.
(d) If the Board of Directors does not close the transfer books
or set a record date for the determination of its shareholders entitled to
notice of, and to vote at, a meeting of shareholders in accordance with Section
6.4 of these Bylaws, only those persons who are shareholders of record at the
close of business on the 20th day preceding the date of such meeting shall be
entitled to notice of, and to vote at, such meeting and any adjournment of such
meeting; except that, if prior to such meeting written waivers of notice of such
meeting are signed and delivered to the Corporation by all of the shareholders
of record at the time such meeting is convened, only those persons who are
shareholders of record at the time such meeting is convened shall be entitled to
vote at such meeting, and any adjournment thereof.
2.10 Registered Shareholders. As contemplated by the Articles of
Incorporation, the term "shareholder" as used in these Bylaws means a registered
holder of shares of the Corporation; provided, however, that if permitted by
law:
(a) shares standing in the name of another corporation, domestic
or foreign, may be voted by such officer, agent or proxy as the bylaws of such
corporation may prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine;
(b) shares standing in the name of a deceased person may be
voted by such person's personal representative, either in person or by proxy;
(c) shares standing in the name of a conservator or trustee may
be voted by such fiduciary, either in person or by proxy, but no conservator or
trustee shall be entitled, as such fiduciary, to vote shares held by such
conservator or trustee without a transfer of such shares into the name of such
conservator or trustee;
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(d) shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into such receiver's name if
authority so to do be contained in an appropriate order of the court by which
such receiver was appointed; and
(e) a shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
2.11 Shareholders' Lists.
(a) A complete list of the shareholders entitled to vote at each
meeting of the shareholders, arranged in alphabetical order, with the address of
and the number of voting shares held by each, shall be prepared by the officer
of the Corporation having charge of the stock transfer books of the Corporation,
and shall, for a period of 10 days prior to the meeting, be kept on file at the
registered office of the Corporation in the State of Missouri and shall at any
time during the usual hours for business be subject to inspection by any
shareholder. Such list or a duplicate thereof shall also be produced and kept
open at the time and place of the meeting and shall be subject to the inspection
of any shareholder during the whole time of the meeting. The original share
ledger or transfer book, or a duplicate thereof kept in the State of Missouri,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list, share ledger or transfer book or to vote at any meeting of
shareholders.
(b) Failure to comply with this Section 2.11 shall not affect
the validity of any action taken at any such meeting.
2.12 Conduct of Meetings. The date and time of the opening and the
closing of the polls for each matter upon which the shareholders will vote at a
meeting shall be announced at the meeting by the person presiding over the
meeting. The Board of Directors of the Corporation may, to the extent not
prohibited by law, adopt by resolution such rules and regulations for the
conduct of the meetings or any meeting of shareholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations,
the chairman of the meeting of shareholders may prescribe such rules,
regulations and procedures and do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board or prescribed by the
chairman of the meeting, may, to the extent not prohibited by law, include,
without limitation, the following: (i) the establishment of an agenda for the
meeting; (ii) the maintenance of order at the meeting; (iii) limitations on
attendance at or participation in the meeting to shareholders of record of the
Corporation, their duly authorized proxies and such other persons as shall be
determined; (iv) restrictions on entry to the meeting after a specified time;
and (v) limitations on the time allotted to questions or comments by
participants. Unless otherwise determined by the Board or the chairman of the
meeting, meetings of shareholders shall not be required to be held in accordance
with any rules of parliamentary procedure.
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ARTICLE III
BOARD OF DIRECTORS
3.1 Number. The number of directors to constitute the Board of Directors
shall be as is provided from time to time in the Articles of Incorporation. Each
director shall hold such office, unless sooner removed or disqualified, until
the next succeeding annual meeting or until such director's successor is duly
elected and qualified. Directors need not be shareholders of the Corporation
unless the Articles of Incorporation at any time so require.
3.2 Powers of the Board. The property and business of the Corporation
shall be controlled and managed by the directors, acting as a Board of
Directors. The Board shall have and is vested with all powers and authority,
except as may be expressly limited by law, the Articles of Incorporation or
these Bylaws, to do or cause to be done any and all lawful things for and on
behalf of the Corporation, to exercise or cause to be exercised any or all of
its powers, privileges and franchises, and to seek the effectuation of its
objects and purposes. As used in these Bylaws, the terms "whole Board", "whole
Board of Directors", "full Board" and "full Board of Directors" mean the total
number of directors that the Corporation would have if the Board had no
vacancies.
3.3 Meetings of the Newly Elected Board. The members of each newly
elected Board of Directors (a) shall meet at such time and place, either within
or without the State of Missouri, as shall be provided for by resolution of the
shareholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or (b) if not so provided for by
resolution of the shareholders, or if a quorum shall not be present, may meet at
such time and place as shall be consented to in writing by a majority of the
newly elected directors, provided that written or printed notice of such meeting
shall be given to each of the other directors in the same manner as provided in
these Bylaws with respect to the giving of notice for special meetings of the
Board except that it shall not be necessary to state the purpose of the meeting
in such notice, or (c) regardless of whether or not the time and place of such
meeting shall be provided for by resolution of the shareholders at the annual
meeting, may meet at such time and place as shall be consented to in writing by
all of the newly elected directors.
Each director of the Corporation, upon such director's election, shall
qualify by accepting the office of director, and such director's attendance at,
or such director's written approval of the minutes of, any meeting of the Board
subsequent to such director's election shall constitute such director's
acceptance of such office; or such director may execute such acceptance by a
separate writing, which shall be placed in the minute book.
3.4 Notice of Meetings; Waiver of Notice.
(a) Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such times and places either within or without the
State of Missouri as shall from time to time be fixed by resolution adopted by
the full Board. Any business may be transacted at a regular meeting.
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(b) Special Meetings.
(i) Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board, the President, any Vice
President, the Secretary, or any director. The place may be within or without
the State of Missouri as designated in the notice.
(ii) Written or printed notice of each special meeting of
the Board, stating the place, day and hour of the meeting and the purpose or
purposes thereof, shall be mailed to each director at least three days before
the day on which the meeting is to be held, or shall be delivered to such
director personally or sent to such director by telegram at least two days
before the day on which the meeting is to be held. If mailed, such notice shall
be deemed to be delivered when it is deposited in the United States mail with
postage thereon prepaid, addressed to the director at such director's residence
or usual place of business. If given by telegraph, such notice shall be deemed
to be delivered when it is delivered to the telegraph company. The notice may be
given by any person having authority to call the meeting.
(iii) "Notice" and "call" with respect to such meetings
shall be deemed to be synonymous.
(c) Waiver of Notice. Whenever any notice is required to be
given to any director under the provisions of these Bylaws, or of the Articles
of Incorporation or of any law, a waiver thereof in writing signed by such
director, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Attendance of a director at any meeting
shall constitute a waiver of notice of the meeting except where a director
attends such meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular meeting of the
Board of Directors need be specified in the notice or waiver of notice of the
meeting.
3.5 Meetings by Conference Telephone or Similar Communications
Equipment. Unless otherwise provided by the Articles of Incorporation, these
Bylaws or by law, members of the Board of Directors of the Corporation, or any
committee designated by the Board, may participate in a meeting of the Board or
committee by means of conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each other, and
participation in a meeting in such manner shall constitute presence in person at
the meeting.
3.6 Action Without a Meeting. Any action which is required to be or may
be taken at a meeting of the directors, or of the executive committee or any
other committee of the directors, may be taken without a meeting if consents in
writing, setting forth the action so taken, are signed by all of the members of
the Board of Directors or of the committee as the case may be. The consents
shall have the same force and effect as a unanimous vote at a meeting duly held.
The Secretary shall file such consents with the minutes of the meetings of the
Board or of the committee as the case may be.
3.7 Quorum. At all meetings of the Board of Directors, a majority of the
full Board shall, unless a greater number as to any particular matter is
required by law, the Articles of
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Incorporation or these Bylaws, constitute a quorum for the transaction of
business. The act of a majority of the directors present at any meeting of the
Board at which a quorum is present shall be the act of the Board, unless the act
of a greater number is required by law, the Articles of Incorporation or these
Bylaws.
3.8 Vacancies. Unless otherwise provided in the Articles of
Incorporation, these Bylaws or by law, vacancies on the Board of Directors and
newly created directorships resulting from any increase in the number of
directors to constitute the Board may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director,
until the next election of directors by the shareholders.
3.9 Committees.
(a) The Board of Directors may, by resolution or resolutions
adopted by a majority of the whole Board, designate two or more directors of the
Corporation to constitute one or more committees (including without limitation
an executive committee). Each such committee, to the extent provided in such
resolution or resolutions, shall have and may exercise all of the authority of
the Board in the management of the Corporation; provided, however, that the
designation of each such committee and the delegation thereto of authority shall
not operate to relieve the Board, or any member thereof, of any responsibility
imposed upon it or such member by law.
(b) Each such committee shall keep regular minutes of its
proceedings, which minutes shall be recorded in the minute book of the
Corporation. The Secretary or an Assistant Secretary of the Corporation may act
as Secretary for each such committee if the committee so requests.
3.10 Compensation of Directors and Committee Members. Directors and
members of all committees shall not receive any stated salary for their services
as such, unless authorized by resolution of the Board of Directors. Also, by
resolution of the Board, a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board or
committee. Nothing herein contained shall be construed to preclude any director
or committee member from serving the Corporation in any other capacity and
receiving compensation therefor.
3.11 Removal of Directors.
(a) By the Shareholders. At a meeting called expressly for such
purpose, directors of the Corporation may be removed in the manner provided in
this Section 3.11(a). Such meeting shall be held at the registered office or
principal business office of the Corporation in the State of Missouri or in the
city or county in the State of Missouri in which the principal business office
of the Corporation is located. Unless the Articles of Incorporation provide
otherwise, one or more directors or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors. If the Articles of
Incorporation or these Bylaws provide for cumulative voting in the election of
directors and if less than the entire Board is to be removed, no one of the
directors may be removed if the votes cast against such director's removal would
be sufficient to
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elect such person if then cumulatively voted at an election of the entire Board,
or, if there are classes of directors, at an election of the class of directors
of which such person is a part. Whenever the holders of the shares of any class
are entitled to elect one or more directors by the provisions of the Articles of
Incorporation, the provisions of this Section 3.11(a) shall apply, in respect of
the removal of a director or directors so elected, to the vote of the holders of
the outstanding shares of that class and not to the vote of the outstanding
shares as a whole.
(b) By the Directors. Any director of the Corporation may be
removed for cause by action of a majority of the entire Board of Directors if
the director to be removed shall, at the time of removal, fail to meet the
qualifications (if any) stated in the Articles of Incorporation or these Bylaws
for election as a director or shall be in breach of any agreement between such
director and the Corporation relating to such director's services as a director
or employee of the Corporation. Notice of the proposed removal shall be given to
all directors of the Corporation prior to action thereon.
3.12 Resignations. Any director may resign at any time upon written
notice to the Corporation. Such resignation shall take effect at the time
specified therein or, if no time is specified therein, upon receipt thereof by
the Corporation, and unless otherwise specified therein, the acceptance of such
resignation by the Corporation shall not be necessary to make such resignation
effective.
ARTICLE IV
OFFICERS
4.1 Designations.
(a) The officers of the Corporation may include a Chairman of
the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer,
one or more Assistant Secretaries and one or more Assistant Treasurers. The
Board of Directors shall elect a President and Secretary at its first meeting
after each annual meeting of the shareholders. The Board then, or from time to
time, may also elect one or more of the other prescribed officers as it shall
deem advisable, but need not elect any officers other than a President and a
Secretary. The Board may, if it desires, elect or appoint additional officers
and may further identify or describe any one or more of the officers of the
Corporation.
(b) The officers of the Corporation need not be members of the
Board of Directors. Any two or more offices may be held by the same person.
(c) An officer shall be deemed qualified when such person enters
upon the duties of the office to which such person has been elected or appointed
and furnishes any bond required by the Board of Directors; but the Board may
also require such person's written acceptance and promise faithfully to
discharge the duties of such office.
4.2 Term of Office. Each officer of the Corporation shall hold such
person's office at the pleasure of the Board of Directors or for such other
period as the Board may specify at the time of such person's election or
appointment, or until such person's death, resignation or
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removal by the Board, whichever first occurs. In any event, each officer of the
Corporation who is not reelected or reappointed at the annual election of
officers by the Board next succeeding such person's election or appointment
shall be deemed to have been removed by the Board, unless the Board provides
otherwise at the time of such person's election or appointment.
4.3 Other Agents. The Board of Directors from time to time may appoint
such other agents for the Corporation as the Board shall deem necessary or
advisable, each of whom shall serve at the pleasure of the Board or for such
period as the Board may specify, and shall exercise such powers, have such
titles and perform such duties as shall be determined from time to time by the
Board or by an officer empowered by the Board to make such determinations.
4.4 Removal. Any officer or agent elected or appointed by the Board of
Directors, and any employee, may be removed or discharged by the Board whenever
in its judgment the best interests of the Corporation would be served thereby,
but such removal or discharge shall be without prejudice to the contract rights,
if any, of the person so removed or discharged.
4.5 Salaries and Compensation. Salaries and compensation of all elected
officers of the Corporation shall be fixed, increased or decreased by the Board
of Directors, but this power, except as to the salary or compensation of the
Chairman of the Board and the President, may, unless prohibited by law, be
delegated by the Board to the Chairman of the Board, the President or a
committee. Salaries and compensation of all appointed officers, agents and
employees of the Corporation may be fixed, increased or decreased by the Board,
but until action is taken with respect thereto by the Board, the same may be
fixed, increased or decreased by the President or by such other officer or
officers as may be empowered by the Board to do so.
4.6 Delegation of Authority to Hire, Discharge and Designate Duties. The
Board of Directors from time to time may delegate to the Chairman of the Board,
the President or other officer or executive employee of the Corporation,
authority to hire and discharge and to fix and modify the duties and salary or
other compensation of employees of the Corporation under the jurisdiction of
such person, and the Board may delegate to such officer or executive employee
similar authority with respect to obtaining and retaining for the Corporation
the services of attorneys, accountants and other experts.
4.7 Chairman of the Board. If a Chairman of the Board is elected, he
shall, except as otherwise provided for in Section 2.6 of these Bylaws, preside
at all meetings of the shareholders and directors at which he may be present and
shall perform such other duties and have such other powers, responsibilities and
authority as may be prescribed elsewhere in these Bylaws. The Board of Directors
may delegate such other powers, responsibilities and authority and assign such
additional duties to the Chairman of the Board, other than those conferred by
law exclusively upon the President or other officer, as the Board may from time
to time determine, and, to the extent permissible by law, the Board may
designate the Chairman of the Board as the chief executive officer of the
Corporation with all of the duties, powers, responsibilities and authority
otherwise conferred upon the President of the Corporation under Section 4.8 of
these Bylaws, or the Board may, from time to time, divide the duties, powers,
responsibilities and authority for the general control and management of the
Corporation's business and affairs between the Chairman of the Board and the
President. If the Chairman of
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the Board is designated as the chief executive officer of the Corporation or to
have the powers of the chief executive officer coextensively with the President,
notice thereof shall be given to the extent and in the manner as may be required
by law.
4.8 President.
(a) Unless the Board of Directors otherwise provides, the
President shall be the chief executive officer of the Corporation with such
general executive duties, powers, responsibilities and authority of supervision
and management as are usually vested in the office of the chief executive
officer of a corporation, and he shall carry into effect all directions and
resolutions of the Board. Except as otherwise provided for in Section 2.6 of
these Bylaws, the President, in the absence of the Chairman of the Board or if
there be no Chairman of the Board, shall preside at all meetings of the
shareholders and the Board.
(b) The President may execute all bonds, notes, debentures,
mortgages and other contracts requiring the seal of the Corporation, may cause
the seal to be affixed thereto, and may execute all other instruments, for and
in the name of the Corporation.
(c) Unless the Board of Directors otherwise provides, the
President, or any person designated in writing by the President, shall have full
power and authority on behalf of the Corporation to (i) attend and to vote or
take action at any meeting of the holders of securities of corporations in which
the Corporation may hold securities, and at such meetings shall possess and may
exercise any and all rights and powers incident to being a holder of such
securities, and (ii) execute and deliver waivers of notice and proxies for and
in the name of this Corporation with respect to securities of any such
corporation held by this Corporation.
(d) The President shall, unless the Board of Directors otherwise
provides, be an ex officio member of all standing committees.
(e) The President shall perform such other duties and have such
other powers, responsibilities and authority as may be prescribed elsewhere in
these Bylaws or from time to time by the Board of Directors.
(f) If a Chairman of the Board is elected and designated as the
chief executive officer of the Corporation, as provided in Section 4.7 of these
Bylaws, the President shall perform such duties and have such powers,
responsibilities and authority as may be specifically delegated to the President
by the Board of Directors or are conferred by law exclusively upon the President
and, in the absence or disability of the Chairman of the Board or in the event
of Chairman of the Board's inability or refusal to act, the President shall
perform the duties and exercise the powers of the Chairman of the Board.
4.9 Vice Presidents. In the absence or disability of the President or in
the event of the President's inability or refusal to act, any Vice President may
perform the duties and exercise the powers of the President, until the Board of
Directors otherwise provides. Vice Presidents shall perform such other duties
and have such other powers, responsibilities and authority as the Board may from
time to time prescribe.
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4.10 Secretary and Assistant Secretaries.
(a) The Secretary shall attend all meetings of the Board of
Directors and, except as otherwise provided for in Section 2.6 of these Bylaws,
all meetings of the shareholders. The Secretary shall prepare minutes of all
proceedings at such meetings and shall preserve them in a minute book of the
Corporation. The Secretary shall perform similar duties for each standing or
temporary committee when requested by the Board or such committee.
(b) The Secretary shall see that all books, records, lists and
information, or duplicates, required to be maintained at the registered or other
office of the Corporation in the State of Missouri, or elsewhere, are so
maintained.
(c) The Secretary shall keep in safe custody the seal of the
Corporation, and shall have authority to affix the seal of the Corporation to
any instrument requiring a corporate seal and, when so affixed, the Secretary
may attest the seal by the Secretary's signature.
(d) The Secretary shall have the general duties, powers,
responsibilities and authority of a secretary of a corporation and shall perform
such other duties and have such other powers, responsibilities and authority as
may be prescribed elsewhere in these Bylaws or from time to time by the Board of
Directors or the chief executive officer of the Corporation, under whose direct
supervision the Secretary shall be.
(e) In the absence or disability of the Secretary or in the
event of the Secretary's inability or refusal to act, any Assistant Secretary
may perform the duties and exercise the powers of the Secretary until the Board
of Directors otherwise provides. Assistant Secretaries shall perform such other
duties and have such other powers, responsibilities and authority as the Board
may from time to time prescribe.
4.11 Treasurer and Assistant Treasurers.
(a) The Treasurer shall have responsibility for the safekeeping
of the funds and securities of the Corporation, shall keep or cause to be kept
full and accurate accounts of receipts and disbursements in books belonging to
the Corporation and shall keep or cause to be kept all other books of account
and accounting records of the Corporation. The Treasurer shall deposit or cause
to be deposited all moneys 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 or by any officer of the Corporation to whom such authority has
been granted by the Board.
(b) The Treasurer shall disburse, or permit to be disbursed, the
funds of the Corporation as may be ordered, or authorized generally, by the
Board of Directors, and shall render to the chief executive officer of the
Corporation and the directors, whenever they may require, an account of all
transactions as treasurer and of those under the Treasurer's jurisdiction, and
of the financial condition of the Corporation.
(c) The Treasurer shall have the general duties, powers,
responsibilities and authority of a treasurer of a corporation and shall, unless
otherwise provided by the Board of Directors, be the chief financial and
accounting officer of the Corporation. The Treasurer shall
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perform such other duties and shall have such other powers, responsibilities and
authority as may be prescribed elsewhere in these Bylaws or from time to time by
the Board.
(d) If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in a sum and with one or more sureties satisfactory
to the Board for the faithful performance of the duties of the Treasurer's
office and for the restoration to the Corporation, in the 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 which belong to the Corporation.
(e) In the absence or disability of the Treasurer or in the
event of the Treasurer's inability or refusal to act, any Assistant Treasurer
may perform the duties and exercise the powers of the Treasurer until the Board
of Directors otherwise provides. Assistant Treasurers shall perform such other
duties and have such other powers, responsibilities and authority as the Board
may from time to time prescribe.
4.12 Duties of Officers May Be Delegated. If any officer of the
Corporation is absent or unable to act, or for any other reason that the Board
of Directors may deem sufficient, the Board may delegate, for the time being,
some or all of the functions, duties, powers, responsibilities and authority of
any officer to any other officer, or to any other agent or employee of the
Corporation or other responsible person, provided a majority of the full Board
concurs.
ARTICLE V
INDEMNIFICATION
5.1 Indemnification in Actions by Third Parties. The Corporation shall
indemnify each person who has been 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, investigative or appellate (other than
an action by or in the right of the Corporation) by reason of the fact that such
person is or was serving in an Indemnifiable Capacity against all liabilities
and expenses, including, without limitation, judgments, amounts paid in
settlement (provided that such settlement and all amounts paid in connection
therewith are approved in advance by the Corporation in accordance with Section
5.4 of these Bylaws, which approval shall not be unreasonably withheld or
delayed), attorneys' fees, ERISA excise taxes or penalties, fines and other
expenses actually and reasonably incurred by such person in connection with such
action, suit or proceeding (including, without limitation, the investigation,
defense, settlement or appeal of such action, suit or proceeding) if such person
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, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful; provided, however, that the Corporation shall not be
required to indemnify or advance expenses to any such person seeking
indemnification or advancement of expenses in connection with an action, suit or
proceeding initiated by such person (including, without limitation, any
cross-claim or counterclaim) unless the initiation of such action, suit or
proceeding was authorized by the Board of Directors of the Corporation. The
termination of any such action, suit or proceeding by judgment, order,
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settlement, conviction or under 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 such person 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 his conduct was unlawful.
5.2 Indemnification in Derivative Action. The Corporation shall
indemnify each person who has been or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding 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 serving in an Indemnifiable Capacity against
amounts paid in settlement thereof (provided that such settlement and all
amounts paid in connection therewith are approved in advance by the Corporation
in accordance with Section 5.4 of these Bylaws, which approval shall not be
unreasonably withheld or delayed) and all expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action, suit or proceeding (including without limitation
the investigation, defense, settlement or appeal of such action, suit or
proceeding) if such person 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 under this Section 5.2 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 such
person's duty to the Corporation unless and only to the extent that the court in
which the action, suit or proceeding is brought determines upon application
that, despite the adjudication of liability and in view of all the circumstances
of such case, the person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
5.3 Indemnification for Success on the Merits or Otherwise.
Notwithstanding the other provisions of this Article V, to the extent that a
person who is or was serving in an Indemnifiable Capacity has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 5.1 or 5.2 of these Bylaws (including, without limitation, the
dismissal of any such action, suit or proceeding without prejudice or, with the
prior approval of the Corporation in accordance with Section 5.4 of these
Bylaws, the settlement of such action, suit or proceeding without admission of
fault or liability), or in defense of any claim, issue or matter therein, such
person shall be indemnified against any amounts which may be approved by the
Corporation to be paid in settlement of any such action, suit or proceeding and
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.
5.4 Determination of Right to Indemnification. Prior to indemnifying a
person pursuant to the provisions of Section 5.1 or 5.2 of these Bylaws, unless
ordered by a court and except as otherwise provided by Section 5.3 of these
Bylaws, the Corporation shall determine that such indemnification is proper in
the circumstances because such person has met the specified standard of conduct
entitling such person to indemnification as set forth under Section 5.1 or 5.2
of these Bylaws. Any determination that a person shall or shall not be
indemnified under the provisions of Section 5.1 or 5.2 of these Bylaws shall be
made (a) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding, (b) if such
quorum is not obtainable, or even if obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
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(c) by the shareholders, and such determination shall be final and binding upon
the Corporation; provided, however, that in the event such determination is
adverse to the person to be indemnified hereunder, such person shall have the
right to maintain an action in any court of competent jurisdiction against the
Corporation to determine whether or not such person has met the requisite
standard of conduct and is entitled to such indemnification hereunder. For the
purposes of such court action, an adverse determination as to the eligibility of
a person for indemnification made pursuant to any of clauses (a), (b) or (c) of
this Section 5.4 shall not constitute a defense to such action nor create a
presumption regarding such person's eligibility for indemnification hereunder.
If such court action is successful and the person is determined to be entitled
to such indemnification, such person shall be reimbursed by the Corporation for
all fees and expenses (including attorneys' fees) actually and reasonably
incurred in connection with any such action (including, without limitation, the
investigation, defense, settlement or appeal of such action).
5.5 Advancement of Expenses. Expenses (including attorneys' fees)
actually and reasonably incurred by a person who may be entitled to
indemnification hereunder in defending an action, suit or proceeding, whether
civil, criminal, administrative, investigative or appellate, shall be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding if the person is or was serving in an Indemnifiable Capacity (subject
to the limitations set forth in the last sentence of this Section 5.5) and
otherwise as may be authorized in each specific case by the Board of Directors
in its discretion, but in either case upon receipt of an undertaking by or on
behalf of such person to repay such amount unless it shall ultimately be
determined that such person is entitled to indemnification by the Corporation.
In no event shall any advance be made in instances where it is reasonably
determined that such person would not be entitled to indemnification hereunder
or that such person deliberately breached his or her duty to the Corporation or
its shareholder (a) by the Board by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding, (b) if such
quorum is not obtainable, or even if obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (c)
by the shareholders, and such determination shall be final and binding upon the
Corporation.
5.6 Discretionary Indemnification. The Corporation shall have the power,
but except as provided in Sections 5.1 and 5.2 of these Bylaws shall not be
obligated, to indemnify each of its Agents to the fullest extent permitted by
law, as now or hereafter in effect, including those circumstances in which
indemnification would otherwise be discretionary, against any and all
liabilities and expenses, including, without limitation, judgments, amounts paid
in settlement, attorneys' fees, ERISA excise taxes or penalties, fines and other
expenses actually and reasonably incurred or suffered by such person in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, investigative or appellate, whether
brought by the Corporation or otherwise, by reason of such person being or
having been an Agent of the Corporation, and any such indemnification shall
inure to the benefit of such person's heirs, executors, personal representatives
and estate.
5.7 Non-Exclusivity. The indemnification and the advancement of expenses
provided by this Article V shall not be exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any statute, the Articles of Incorporation, these Bylaws, the charter documents
of any corporation or other entity that
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controls the Corporation, or any agreement, vote of shareholders or
disinterested directors, policy of insurance or otherwise, both as to action in
their official capacity and as to action in another capacity while holding their
respective offices, and shall not limit in any way any right which the
Corporation may have to make additional indemnifications with respect to the
same or different persons or classes of persons. The indemnification and
advancement of expenses provided by this Article V shall continue as to a person
who has ceased to serve in an Indemnifiable Capacity and shall inure to the
benefit of the heirs, executors and administrators of such a person.
5.8 Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was serving in an Indemnifiable Capacity against any liability asserted
against such person and incurred by such person 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 V. Notwithstanding anything in this Article V to the contrary:
(i) the Corporation shall not be obligated to indemnify any person serving in an
Indemnifiable Capacity for any amounts which have been paid directly to such
person by any insurance maintained by the Corporation; and (ii) any
indemnification provided pursuant to this Article V (A) shall not be used as a
source of contribution to, or as a substitute for, or as a basis for recoupment
of any payments pursuant to, any indemnification obligation or insurance
coverage which is available from any Other Enterprise, and (B) shall become
operative, and payments shall be required to be made thereunder, only in the
event and to the extent that the amounts in question have not been fully paid by
any indemnification obligation or insurance coverage which is available from any
Other Enterprise.
5.9 Amendment and Vesting of Rights. Notwithstanding any other provision
of these Bylaws or of the Articles of Incorporation, the terms and provisions of
this Article V may be amended or repealed and the rights to indemnification, and
advancement of expenses created hereunder may be changed, altered or terminated
and, in certain circumstances specified in the applicable laws of the State of
Missouri relating to the indemnification of a person serving in an Indemnifiable
Capacity, only with the affirmative vote of the holders of a majority of the
outstanding shares of the Corporation entitled to vote in the election of
directors. The rights granted or created hereby shall be vested in each person
entitled to indemnification hereunder as a bargained-for, contractual condition
of such person's serving or having served in an Indemnifiable Capacity and,
while this Article V may be amended or repealed, no such amendment or repeal
shall release, terminate or adversely affect the rights of such person under
this Article V with respect to any act taken or the failure to take any act by
such person prior to such amendment or repeal or with respect to any action,
suit or proceeding with respect to such act or failure to act filed after such
amendment or repeal.
5.10 Definitions. For purposes of this Article V, references to:
(a) "the Corporation" shall, if and only if the Board of
Directors so determines, include, in addition to the resulting or surviving
corporation or entity, any constituent corporation or entity (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify a person who serves in an Indemnifiable Capacity or as an Agent of
such other corporation or entity so that any person who is or was serving in an
Indemnifiable
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Capacity as to a constituent corporation or entity shall stand in the same
position under the provisions of this Article V with respect to the resulting or
surviving corporation or entity as such person would if such person had served
the resulting or surviving corporation in the same capacity;
(b) "Other Enterprises" or "Other Enterprise" shall include,
without limitation, any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise;
(c) "fines" shall include any excise taxes assessed against a
person with respect to an employee benefit plan;
(d) "defense" shall include investigations of any threatened,
pending or completed action, suit or proceeding as well as appeals thereof and
shall also include any defensive assertion of a cross-claim or counterclaim;
(e) "serving at the request of the Corporation" shall include
any service by a person in an Indemnifiable Capacity or as an Agent which
imposes duties on, or involves services by, such person with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and 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 V; and
(f) "Indemnifiable Capacity" shall mean service by an Agent as a
director or officer of the Corporation or, at the Corporation's request, service
by a director or officer of the Corporation as a director, officer or other
comparable position of an Other Enterprise.
(g) "Agent" shall mean service by a person as a director,
officer, employee, fiduciary or other agent of the Corporation or, at the
Corporation's request, service by a person as a director, officer, employee,
fiduciary, other agent or other comparable position of an Other Enterprise.
For the purpose of this Article V, unless the persons described by
Section 5.4 making a determination as to indemnification shall determine
otherwise, any director or officer of the Corporation who shall serve as a
director, officer or other comparable position of any Other Enterprise of which
the Corporation, directly or indirectly, is a shareholder or creditor, or in
which the Corporation is in any way interested, shall be presumed to be serving
as such director, officer or other comparable position at the request of the
Corporation. In all other instances where any person shall serve as a director
or officer or other comparable position of an Other Enterprise, if it is not
otherwise established that such person is or was serving at the request of the
Corporation, the persons described by Section 5.4 making a determination as to
indemnification shall determine whether such person is or was serving at the
request of the Corporation, and it shall not be necessary to show any actual or
prior request for such service, which determination shall be final and binding
on the Corporation and the person seeking indemnification.
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5.11 Severability. If any provision of this Article V or the application
of any such provision to any person or circumstance is held invalid, illegal or
unenforceable for any reason whatsoever, the remaining provisions of this
Article V and the application of such provision to other persons or
circumstances shall not be affected thereby and, to the fullest extent possible,
the court finding such provision invalid, illegal or unenforceable shall modify
and construe the provision so as to render it valid and enforceable as against
all persons or entities and to give the maximum possible protection to persons
subject to indemnification hereby within the bounds of validity, legality and
enforceability. Without limiting the generality of the foregoing, if any person
who is or was serving in an Indemnifiable Capacity is entitled under any
provision of this Article V to indemnification by the Corporation for some or a
portion of the judgments, amounts paid in settlement, attorneys' fees, ERISA
excise taxes or penalties, fines or other expenses actually and reasonably
incurred by any such person in connection with any threatened, pending or
completed action, suit or proceeding (including, without limitation, the
investigation, defense, settlement or appeal of such action, suit or
proceeding), whether civil, criminal, administrative, investigative or
appellate, but not, however, for all of the total amount thereof, the
Corporation shall nevertheless indemnify such person for the portion thereof to
which such person is entitled.
ARTICLE VI
STOCK
6.1 Payment for Shares of Stock. The Corporation shall not issue shares
of stock of the Corporation except for money paid, labor done or property
actually received or in consideration of valid bona fide antecedent debts. No
note or obligation given by any shareholder, whether secured by deed of trust,
mortgage or otherwise, shall be considered as payment of any part of any share
or shares, and no loan of money for the purpose of such payment shall be made by
the Corporation.
6.2 Certificates Representing Shares of Stock. The certificates
representing shares of stock of the Corporation shall be issued in numerical
order and shall be in such form as may be prescribed by the Board of Directors
in conformity with law. The issuance of shares shall be entered in the stock
books of the Corporation as they are issued. Such entries shall show the name
and address of the person, firm, partnership, corporation or association to whom
each certificate is issued. Each certificate shall have printed, typed or
written thereon the name of the person, firm, partnership, corporation or
association to whom it is issued and the number of shares represented thereby.
It shall be signed by the President or a Vice President and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer of the Corporation,
and sealed with the seal of the Corporation. Any or all signatures on such
certificate may be facsimiles and the seal may be facsimile, engraved or
printed. In case any such officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon any such certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, such certificate may nevertheless be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or registrar
at the date of issue.
6.3 Transfers of Shares -- Transfer Agent -- Registrar. Transfers of
shares of stock shall be made on the stock record or transfer books of the
Corporation only by the person
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named in the stock certificate, or by such shareholder's attorney lawfully
constituted in writing, and upon surrender of the certificate therefor. The
stock record book and other transfer records shall be in the possession of the
Secretary or of a transfer agent for the Corporation. The Corporation, by
resolution of the Board of Directors, may from time to time appoint a transfer
agent and, if desired, a registrar, under such arrangements and upon such terms
and conditions as the Board deems advisable, but until and unless the Board
appoints some other person, firm or corporation as its transfer agent (and upon
the revocation of any such appointment, thereafter until a new appointment is
similarly made) the Secretary of the Corporation shall be the transfer agent of
the Corporation without the necessity of any formal action of the Board, and the
Secretary, or any person designated by the Secretary, shall perform all of the
duties of such transfer agent.
6.4 Closing of Transfer Books. The Board of Directors shall have power
to close the stock transfer books of the Corporation for a period not exceeding
70 days preceding the date of any meeting of the shareholders, or the date of
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of shares shall go into effect;
provided, however, that in lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date, not exceeding 70 days preceding the date
of any meeting of shareholders, or the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or entitled to any such allotment of rights, or entitled to
exercise the rights in respect of any such change, conversion or exchange of
shares. In such case only the shareholders who are shareholders of record on the
date of closing of the transfer books or on the record date so fixed shall be
entitled to notice of, and to vote at, such meeting, and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after such date of
closing of the transfer books or such record date fixed as aforesaid.
6.5 Lost or Destroyed Certificates. In case of the loss or destruction
of any certificate for shares of stock of the Corporation, another may be issued
in its place upon proof of such loss or destruction and upon the giving of a
satisfactory bond of indemnity to the Corporation and the transfer agent and
registrar, if any, in such sum as the Board of Directors may provide; provided,
however, that a new certificate may be issued without requiring a bond when in
the judgment of the Board it is proper to do so.
6.6 Regulations. The Board of Directors shall have power and authority
to make all such rules and regulations as it may deem expedient concerning the
issue, transfer, conversion and registration of certificates for shares of stock
of the Corporation, not inconsistent with the laws of the State of Missouri, the
Articles of Incorporation or these Bylaws.
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ARTICLE VII
CORPORATE FINANCE
7.1 Fixing of Capital -- Transfers of Surplus. Except as may be
specifically otherwise provided in the Articles of Incorporation, the Board of
Directors is expressly empowered to exercise all authority conferred upon it or
the Corporation by any law or statute, and in conformity therewith, relative to:
(a) determining what part of the consideration received for
shares of the Corporation shall be stated capital;
(b) increasing or decreasing stated capital;
(c) transferring surplus to stated capital;
(d) transferring stated capital to surplus;
(e) determining the consideration to be received by the
Corporation for its shares; and
(f) determining all similar or related matters; provided,
however, that any concurrent action or consent by or of the Corporation and its
shareholders, required to be taken or given pursuant to law, shall be duly taken
or given in connection therewith.
7.2 Dividends.
(a) Dividends on the outstanding shares of the Corporation,
subject to the provisions of the Articles of Incorporation and any applicable
law, may be declared by the Board of Directors at any meeting. Dividends may be
paid in cash, property or shares of the Corporation's stock.
(b) Liquidating dividends or dividends representing a
distribution of paid-in surplus or a return of capital shall be made only when
and in the manner permitted by law.
(c) A member of the Board of Directors shall be fully protected
in relying in good faith upon the books of account of the Corporation or
statements prepared by any of the Corporation's officials as to the value and
amount of the assets, liabilities and earnings of the Corporation, or any facts
pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared and paid.
7.3 Creation of Reserves. Before the 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 Board of Directors from time to time deems proper as a
reserve fund or funds to meet contingencies or for equalizing dividends,
repairing or maintaining any property of the Corporation or any other purpose
deemed by the Board to be conducive to the interests of the Corporation, and the
Board may abolish any such reserve in the manner in which it was created.
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ARTICLE VIII
GENERAL PROVISIONS
8.1 Fiscal Year. The Board of Directors shall have power to fix and from
time to time change the fiscal year of the Corporation. In the absence of action
by the Board, the fiscal year of the Corporation shall end each year on the date
which the Corporation treated as the close of its first fiscal year, until such
time, if any, as the fiscal year shall be changed by the Board.
8.2 Corporate Seal. The corporate seal shall have inscribed thereon the
name of the Corporation and the words: "Corporate Seal -- Missouri." The
corporate seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or in any manner reproduced. As provided in Section 4.10(c)
of these Bylaws, the Secretary of the Corporation shall have the authority to
affix and attest the corporate seal. The Board of Directors may give general
authority to any other officer of the Corporation to affix the corporate seal to
any instrument requiring a corporate seal and, when so affixed, to attest the
seal by such officer's signature.
8.3 Depositories. The moneys of the Corporation shall be deposited in
the name of the Corporation in such bank or banks or other depositories as the
Board of Directors shall designate, and shall be drawn out only by check or
draft signed by persons designated by resolution adopted by the Board.
Notwithstanding the foregoing, the Board may by resolution authorize an officer
or officers of the Corporation to designate any bank or banks or other
depositories in which moneys of the Corporation may be deposited, and to
designate the persons who may sign checks or drafts on any particular account or
accounts of the Corporation, whether created by direct designation of the Board
or by an authorized officer or officers as aforesaid.
8.4 Contracts with Officers or Directors or Their Affiliates.
(a) 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 any committee thereof which authorizes the contract or
transaction, or solely because his, her or their votes are counted for such
purpose, if:
(i) The material facts as to such person's relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or such committee, and the Board or such committee in good
faith authorized the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or
(ii) The material facts as to such person's relationship or
interest and as to the contract or transaction are disclosed or are known to the
shareholders entitled to
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vote thereon, and the contract or transaction is specifically approved in good
faith by vote of the shareholders; or
(iii) The contract or transaction is fair as to the
Corporation as of the time it is authorized or approved by the Board of
Directors, a committee thereof, or the shareholders.
(b) Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or a committee
which authorizes the contract or transaction.
8.5 Amendments. Except as may be specified in Article V of these Bylaws,
these Bylaws may from time to time be altered, amended or repealed, or new
Bylaws may be adopted, in the manner provided in the Articles of Incorporation
or by law.
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CERTIFICATE
The undersigned secretary of Ameristar Casino St. Louis, Inc., a
Missouri corporation, hereby certifies that the foregoing Bylaws are the
original Bylaws of the Corporation duly adopted by the initial director of the
Corporation.
Dated: October 6, 1999.
_______________________________
Thomas M. Steinbauer, Secretary
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