EXHIBIT 3.3
AMENDED AND RESTATED BY-LAWS
OF
SANTA FE GAMING CORPORATION
ARTICLE I.
Meeting of Stockholders
Section 1. The annual meeting of the stockholders of the Company shall
be held at its office in the City of Las Vegas, County of Clark and State of
Nevada, on the first Monday in February of each year, if not a legal holiday,
and if a legal holiday, then on the next succeeding day not a legal holiday, or
at such other time, on such other date or in such other location within or
without the State of Nevada as the Board of Directors shall determine, for
purpose of electing directors of the Company to serve for the ensuing year or
such other term as may be provided in the Articles of Incorporation of the
Company, and for the transaction of such other business as may be brought before
the meeting.
At least ten (10) days' written notice (but no more than 60 days'
written notice) specifying the time and place that the annual meeting shall be
convened shall be mailed in the United States Post Office addressed to each of
the stockholders of record as of the record date for the annual meeting, at his,
her or its address last known, as the same appears on the books of the Company.
Section 2. Special meetings of the stockholders may be held at the
office of the Company in the State of Nevada or elsewhere, whenever called by
the President, or by the Board of Directors. At least ten (10) days' written
notice of such meeting (but no more than 60 days' written notice), specifying
the day and hour and place that such meeting shall be convened, and objects for
calling the same, shall be mailed in a United States Post Office, addressed to
each of the stockholders of record at the time of issuing the notice, at his or
her or its address last known, as the same appears on the books of the Company.
Section 3. If all the stockholders of the Company shall waive notice
of a meeting, no notice of such meeting shall be required. Whenever all of the
stockholders shall meet in person or by proxy, such meeting shall be valid for
all purposes without call or notice, and at such meeting any corporate action
may be taken unless a stockholder objects to the holding of such meeting.
The written certificate of the officer or officers calling any meeting
setting forth the substance of the notice, and the time and place of the mailing
of the same to the several stockholders, and the respective addresses to which
the same were mailed, shall be prima facie evidence of the manner and fact of
the calling and giving such notice.
If the address of any stockholder does not appear upon the books of
the Company, it will be sufficient to address any notice to such stockholder at
the principal office of the corporation.
Section 4. All lawful business to be transacted by the stockholders of
the Company may be transacted at any special meeting or at any adjournment
thereof. Only such business, however, shall be acted upon at a special meeting
of the stockholders as shall have been referred to in the notice calling such
meetings, but at any stockholders' meeting at which all of the outstanding
capital stock of the Company is represented, either in person or by proxy, any
lawful business may be transacted, and such meeting shall be valid for all
purposes unless a stockholder objects to the holding of such meeting.
Section 5. At the stockholders' meetings, the holders of fifty percent
(50%) in the amount of the issued and outstanding capital stock of each class
entitled to vote on a matter at the meeting shall constitute a quorum entitled
to take action with respect to the vote on that matter.
If the holders of the amount of stock necessary to constitute a quorum
shall fail to attend, in person or by proxy, at the time and place fixed by
these By-Laws for any annual meeting, or fixed by a notice as above provided for
a special meeting, a majority in interest of the stockholders present in person
or by proxy may adjourn from time to time without notice other than by
announcement at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted as originally called.
Section 6. At the meeting of the stockholders, all questions touching
the qualifications of voters and the validity of proxies and the acceptance or
rejection of votes, shall be decided by either one or three inspectors. Such
inspectors shall be appointed by the Board of Directors, or, in lieu thereof, by
the President.
Section 7. The Directors may prescribe a date not more than sixty (60)
days prior to the holding of any annual or special meeting of stockholders as
the date of which stockholders entitled to notice of and to vote at such
meetings shall be determined, and only stockholders of record
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on such date shall be entitled to notice of or to vote at such meeting.
Section 8. Any action which may be taken by the vote of the
stockholders at a meeting may be taken without a meeting if authorized by the
written consent of stockholders holding at least a majority of the voting power,
unless the provisions of the Nevada General Corporation law or of the Articles
of Incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.
ARTICLE II.
Directors and their Meetings
Section l. The Board of Directors of the Company shall consist of six
(6) members who shall hold office as set forth in the Articles of Incorporation,
and until their successors are elected and qualify.
The number of Directors of the Corporation may be increased or
decreased from time to time by resolution of the Board of Directors, or an
authorized committee thereof; but no decrease shall have the effect of
shortening the term of any incumbent Director.
Section 2. When any vacancy occurs among the directors by death,
resignation, disqualification or other cause, the remaining directors, by the
affirmative vote of a majority thereof, shall elect a successor to hold office
for the unexpired portion of the term of the director whose place shall have
become vacant and until his successor shall have been elected and shall qualify.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.
Section 3. Meetings of the directors may be held at the principal
office of the Company in the State of Nevada or elsewhere, at such place or
places as the Board of Directors may, from time to time, determine.
Section 4. The Board of Directors shall hold its first annual meeting
for the year no later than the earlier of (i) immediately after the annual
meeting of stockholders or immediately after the election of directors at the
annual meeting, or (ii) March 31. If such meeting is to occur other than
immediately after the annual meeting of stockholders or the election of
directors at the annual meeting, notice of the meeting shall be given to each
Director by the Secretary at least two (2) days previous to the day fixed for
such meeting.
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Regular meetings of the Board of Directors shall be held at such times
and places as the Board may by resolution determine. Notice of such regular
meetings shall be given to each Director by the Secretary at least two (2) days
previous to the day fixed for such meeting.
Special meetings of the Board of Directors may be held on the call of
the President or Secretary on at least twenty four (24) hours' notice in person
or by mail, telegram or facsimile transmission.
If all the directors of the Company shall waive notice of the meeting,
no notice of such meeting shall be required. Whenever all of the directors shall
meet, such meeting shall be valid for all purposes without call or notice, and
at such meeting any corporate action may be taken unless a director objects to
the holding of such meeting.
Any and all business may be transacted by any meeting of the Board of
Directors, either regular or special.
Section 5. A majority of the Board of Directors in office shall
constitute a quorum.
If at any meeting of the Board there be less than a quorum present, a
majority of those present may adjourn from time to time, until a quorum shall be
present, and no notice of such adjournment shall be required. The Board of
Directors (or in the absence of such action by the Board of Directors, the
President) may prescribe rules not in conflict with these By-Laws for the
conduct of its business.
Section 6. A director need not be a stockholder of the corporation.
Section 7. The Board of Directors shall have the power from time to
time to provide for the management of the affairs of the Company in such manner
as they see fit, and in particular from time to time to delegate any of the
powers of the Board in the course of the current business of the Company to any
standing or special committee or to any officer or agent and to appoint any
persons to be agents of the Company with such powers (including the power to
sub-delegate), and upon such terms as may be deemed fit.
Section 8. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate one or more committees of the Board of
Directors, each committee to consist of at least one or more of the directors of
the corporation which, to the extent provided in the resolution, shall have and
may exercise the power of the Board of Directors in the management of the
business and affairs of the corporation and may have power to authorize the seal
of the corporation to be affixed to all papers which may require
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it. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors. Notice of committee
meetings shall be given in the manner set forth in Section 4 of this Article
with respect to meetings of the Board of Directors. The members of any such
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members or alternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate members at any meeting at which there
is a quorum shall be the act of any such committee.
Any such committee shall keep regular minutes of their proceedings and
report the same to the Board of Directors.
Section 9. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting if a written consent thereto is signed by all members of the Board of
Directors or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 10. Directors may participate in any regular or special
meeting of the Board or any committee thereof by means of conference telephone
or similar communications equipment pursuant to which all persons participating
in the meeting of the Board can hear each other, and such participation shall
constitute presence in person at such meeting.
ARTICLE III.
Officers and their Duties
Section 1. The officers of the Company shall be a President, a
Vice-President, a Secretary and a Treasurer. The officers shall be elected by
and shall serve at the discretion of the Board of Directors, and until their
successors are elected and qualify. The offices of the Secretary and Treasurer
may be held by one person. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by the
Board of Directors.
The Board of Directors may from time to time, by resolution, appoint
such additional Vice-Presidents (and designate any as executive, senior, junior
or other numerical Vice-President) and additional Assistant Secretaries and
Assistant Treasurers of the Company as it may deem advisable;
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prescribe their duties; and fix their compensation, and all such appointed
officers shall be subject to removal at any time by the Board of Directors. All
officers and agents of the Company shall be chosen and appointed in such manner
and shall hold their office for such terms as the Board of Directors may by
resolution prescribe.
Section 2. The President shall be the Chief Executive Officer of the
Company and shall have the supervision and, subject to the control of the Board
of Directors, the direction of the Company's affairs, with full power to execute
all resolutions and orders of the Board of Directors not especially entrusted to
some other officer of the Company.
The President shall preside at all meetings of the Board of Directors,
and at all meetings of the stockholders, and shall perform such other duties as
shall be prescribed by the Board of Directors.
Section 3. The Vice President shall perform such duties as shall be
prescribed by the President and the Board of Directors.
Section 4. The Treasurer shall have the custody of all the funds and
securities of the Company. When necessary or proper, the Treasurer shall endorse
on behalf of the Company for collection checks, notes and other obligations; the
Treasurer shall deposit all monies to the credit of the Company in such bank or
banks or other depository as the Board of Directors may designate; the Treasurer
shall sign all receipts and vouchers for payments made by the Company, except as
herein otherwise provided; the Treasurer shall also have the care and custody of
the stocks, bonds, certificates, vouchers, evidence of debts, securities, and
such other property belonging to the Company as the Board of Directors shall
designate; the Treasurer shall sign all papers required by law or by these
By-Laws or the Board of Directors to be signed by the Treasurer. Whenever
required by the Board of Directors, the Treasurer shall render a statement of
his cash account; the Treasurer shall enter regularly in the books of the
Company to be kept by him for the purpose, full and accurate accounts of all
monies received and paid by him on account of the Company. The Treasurer shall
at all reasonable times exhibit the books of the accounts to any directors of
the Company during business hours, and the Treasurer shall perform all acts
incident to the position of treasurer subject to the control of the Board of
Directors.
The Treasurer shall, if required by the Board of Directors, give bond
to the Company conditioned for the faithful performance of all his or her duties
as Treasurer in such sum, and with such security as shall be approved by the
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Board of Directors, with expenses of such bond to be borne by the Company.
Section 5. The Board of Directors may appoint an Assistant Treasurer
who shall have such powers and perform such duties as may be prescribed for the
Assistant Treasurer by the Treasurer of the Company or by the Board of
Directors, and the Board of Directors shall require the Assistant Treasurer to
give a bond to the Company in such sum and with such security as it shall
approve, as conditioned for the faithful performance of his duties as Assistant
Treasurer, the expense of such bond to be borne by the Company.
Section 6. The Secretary shall keep the minutes of all meetings of the
Board of Directors and the minutes of all meetings of the stockholders and of
the Executive Committee in books provided for that purpose. The Secretary shall
attend to the giving and serving of all notices of the Company; the Secretary
may sign with the President or Vice-President, in the name of the Company, all
contracts authorized by the Board of Directors or Executive Committee; the
Secretary shall have the custody of the corporate seal of the Company; the
Secretary shall affix the corporate seal of the Company thereto when so
authorized by the Board of Directors or Executive Committee; the Secretary shall
affix the corporate seal to all certificates of stock duly issued by the
Company; the Secretary shall have charge of Stock Certificate Books, transfer
books and stock ledgers, and such other books and papers as the Board of
Directors or the Executive Committee may direct, all of which shall at all
reasonable times be open to the examination of any director upon application at
the office of the Company during business hours, and the Secretary shall, in
general, perform all duties incident to the office of Secretary.
Section 7. The Board of Directors may appoint an Assistant Secretary
who shall have such powers and perform such duties as may be prescribed for the
Assistant Secretary by the Secretary of the Company or by the Board of
Directors.
Section 8. Unless otherwise ordered by the Board of Directors, the
President shall have full power and authority in behalf of the Company to attend
and to act and to vote at any meetings of the stockholders of any corporation in
which the Company may hold stock, and at any such meetings, shall possess and
may exercise any and all rights and powers incident to the ownership of such
stock, and which as the new owner thereof, the Company might have possessed and
exercised if present. The Board of Directors, by resolution, from time to time,
may confer like powers on any person or persons in place of the President to
represent the Company for the purposes mentioned in this section.
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ARTICLE IV.
Capital Stock
Section 1. The capital stock of the Company shall be issued in such
manner and at such times and upon such conditions as shall be prescribed by the
Board of Directors.
Section 2. Every stockholder shall be entitled to have a certificate
signed by an officer of the Corporation, certifying the number of shares owned
by him in the corporation. If the corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the voting powers,
designations, preferences, limitations, restrictions and relative rights of the
various classes of stock or series thereof and the qualifications, limitations
or restrictions of such rights, shall be set forth in full or summarized on the
face or back of the certificate which the corporation shall issue to represent
such stock.
The signatures on a stock certificate may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall cease to be such officer before such certificate is issued,
such certificate may be issued with the same effect as though the person had not
ceased to be such officer. The seal of the corporation, or a facsimile thereof,
may, but need not be, affixed to certificates of stock.
Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation, if it is satisfied that all provisions of the laws
and regulations applicable to the corporation regarding transfer and ownership
of shares have been complied with, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.
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Section 5. The Board of Directors shall have power and authority to
make all such rules and regulations not inconsistent herewith as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the Company.
The Board of Directors may appoint a transfer agent and a registrar of
transfers and may require all stock certificates to bear the signature of such
transfer agent and such registrar of transfer.
ARTICLE V.
Offices and Books
Section 1. The registered office of the Company in Nevada shall be at
2535 Las Vegas Boulevard South, Las Vegas, Nevada 89109 and the Company may have
a principal office in any other state or territory as the Board of Directors may
designate.
Section 2. The Stock and Transfer Books will be kept at the office of
the Company's transfer agent. A copy of the By-Laws and Articles of
Incorporation of the Company shall be kept at the Company's registered office in
the County of Clark, State of Nevada, for the inspection of all who are
authorized to have the right to see the same, and for the transfer of stock. All
other books of the Company shall be kept at such place or places as may be
prescribed by the Board of Directors.
ARTICLE VI.
Indemnification
Section 1. Every person who was or is a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person or a person of whom such person is the legal representative is or was a
director or officer of the corporation or is or was serving at the request of
the corporation or for its benefit as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the general corporation law of the State of Nevada
from time to time against all expenses, liability and loss (including attorneys'
fees, judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. The expenses of
officers and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in advance
of the final disposition of the
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action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.
Section 2. The Board of Directors may cause the corporation to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
ARTICLE VII.
Amendment of By-Laws
Section 1. These By-Laws, or any of them, may be altered, amended or
repealed, and new By-Laws may be made by the Board, by vote of a majority of the
number of directors then in office as directors, acting at any meeting of the
Board or by unanimous written consent. These By-Laws or any of them may be
altered, amended or repealed and new By-Laws may be made by the vote of the
holders of not less than a majority of the outstanding shares of voting stock of
the Corporation at an annual meeting of stockholders, without previous notice,
or at any special meeting of stockholders, provided that such proposed
amendment, modification, repeal or adoption is given in the notice of special
meeting.
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THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of Santa Fe
Gaming Corporation and that the attached copy of the Amended and Restated
By-Laws of Santa Fe Gaming Corporation is a true and correct copy of said
bylaws.
IN WITNESS WHEREOF, I have hereunto set my hand this day of May
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1999.
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Thomas K. Land
Secretary