LOUISIANA FOOD Co - FORM S-1 - EX-3.2 - October 13, 2010
Section 1.1 Principal Office. The principal office and place of business of Louisiana Food
Company (the “Corporation”) shall be at such location as may be determined from time to time by
the Board of Directors of the Corporation.
Section 1.2 Other Offices. Other offices and places of business either within or without
the State of Nevada may be established from time to time by resolution of the board of directors of
the Corporation (the “Board of Directors”) or as the business of the Corporation may require. The
street address of the Corporation’s resident agent is the registered office of the Corporation in
Nevada.
ARTICLE II
STOCKHOLDERS
Section 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation
shall be held on such date and at such time as may be designated from time to time by the Board of
Directors. At the annual meeting, directors shall be elected and any other business may be transacted
as may be properly brought before the meeting.
Section 2.2 Special Meetings.
(a) Subject to the rights of the holders of preferred stock, if any, special meetings
of the stockholders may be called only by the chairman of the board, if any, or the chief executive
officer, if any, or, if there be no chairman of the board and no chief executive officer, by the
president, and shall be called by the secretary upon the written request of at least a majority of the
authorized number of directors. Such request shall state the purpose or purposes of the meeting.
Stockholders shall have no right to request or call a special meeting.
(b) No business shall be acted upon at a special meeting of stockholders except
as set forth in the notice of the meeting.
Section 2.3 Place of Meetings. Any meeting of the stockholders of the Corporation may
be held at the Corporation’s registered office in the State of Nevada or at such other place within or
without of the State of Nevada and United States as may be designated in the notice of meeting. A
waiver of notice signed by all stockholders entitled to vote may designate any place for the holding
of such meeting.
Section 2.4 Notice of Meetings; Waiver of Notice.
(a) The president, chief executive officer, if any, a vice president, the secretary,
an assistant secretary or any other individual designated by the Board of Directors shall sign and
deliver or cause to be delivered to the stockholders written notice of any stockholders’ meeting not
less than ten (10) days, but not more than sixty (60) days, before the date of such meeting. The notice
shall state the place, date and time of the meeting and the purpose or purposes for which the meeting
is called. The notice shall contain or be accompanied by such additional information as may be
required by Nevada Revised Statutes (“NRS”), including, without limitation, NRS 78.379, 92A.120
or 92A.410.
(b) In the case of an annual meeting, subject to Section 2.13 below, any proper
business may be presented for action, except that (i) if a proposed plan of merger, conversion or
exchange is submitted to a vote, the notice of the meeting must state that the purpose, or one of the
purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain
or be accompanied by a copy or summary of the plan; and (ii) if a proposed action creating
dissenters’ rights is to be submitted to a vote, the notice of the meeting must state that the
stockholders are or may be entitled to assert dissenters’ rights under NRS 92A.300 to 92A.500,
inclusive, and be accompanied by a copy of those sections.
(c) A copy of the notice shall be personally delivered or mailed postage prepaid
to each stockholder of record entitled to vote at the meeting at the address appearing on the records
of the Corporation. Upon mailing, service of the notice is complete, and the time of the notice begins
to run from the date upon which the notice is deposited in the mail. If the address of any stockholder
does not appear upon the records of the Corporation or is incomplete, it will be sufficient to address
any notice to such stockholder at the registered office of the Corporation.
(d) The written certificate of the individual signing a notice of meeting, setting
forth the substance of the notice or having a copy thereof attached, the date the notice was mailed
or personally delivered to the stockholders and the addresses to which the notice was mailed, shall
be prima facie evidence of the manner and fact of giving such notice.
(e) Any stockholder may waive notice of any meeting by a signed writing, either
before or after the meeting. Such waiver of notice shall be deemed the equivalent of the giving of
such notice.
Section 2.5 Determination of Stockholders of Record.
(a) For the purpose of determining the stockholders entitled to notice of and to
vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of
any distribution or the allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors
may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10)
days before the date of such meeting, if applicable.
(b) If no record date is fixed, the record date for determining stockholders: (i)
entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; and (ii) for any other purpose shall
be at the close of business on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting and must fix a new record date if the
meeting is adjourned to a date more than 60 days later than the date set for the original meeting.
Section 2.6 Quorum; Adjourned Meetings.
(a) Unless the Articles of Incorporation provide for a different proportion,
stockholders holding at least a majority of the voting power of the Corporation’s capital stock,
represented in person or by proxy (regardless of whether the proxy has authority to vote on all
matters), are necessary to constitute a quorum for the transaction of business at any meeting. If, on
any issue, voting by classes or series is required by the laws of the State of Nevada, the Articles of
Incorporation or these Bylaws, at least a majority of the voting power, represented in person or by
proxy (regardless of whether the proxy has authority to vote on all matters), within each such class
or series is necessary to constitute a quorum of each such class or series.
(b) If a quorum is not represented, a majority of the voting power represented or
the person presiding at the meeting may adjourn the meeting from time to time until a quorum shall
be represented. At any such adjourned meeting at which a quorum shall be represented, any business
may be transacted which might have been transacted as originally called. When a stockholders’
meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the adjournment is
taken. However, if a new record date is fixed for the adjourned meeting, notice of the adjourned
meeting must be given to each stockholder of record as of the new record date. The stockholders
present at a duly convened meeting at which a quorum is present may continue to transact business
until adjournment, notwithstanding the departure of enough stockholders to leave less than a quorum
of the voting power.
Section 2.7 Voting.
(a) Unless otherwise provided in the NRS, in the Articles of Incorporation, or in
the resolution providing for the issuance of preferred stock adopted by the Board of Directors
pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each
stockholder of record, or such stockholder’s duly authorized proxy, shall be entitled to one (1) vote
for each share of voting stock standing registered in such stockholder’s name at the close of business
on the record date.
(b) Except as otherwise provided herein, all votes with respect to shares standing
in the name of an individual at the close of business on the record date (including pledged shares)
shall be cast only by that individual or such individual’s duly authorized proxy. With respect to
shares held by a representative of the estate of a deceased stockholder, or a guardian, conservator,
custodian or trustee, even though the shares do not stand in the name of such holder, votes may be
cast by such holder upon proof of such representative capacity. In the case of shares under the control
of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand
of record in the name of the receiver; provided, that the order of a court of competent jurisdiction
which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand
of record in the name of a minor, votes may be cast by the duly appointed guardian of the estate of
such minor only if such guardian has provided the Corporation with written proof of such
appointment.
(c) With respect to shares standing of record in the name of another corporation,
partnership, limited liability company or other legal entity on the record date, votes may be cast: (i)
in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by
such individual as may be appointed by resolution of the Board of Directors of such other
corporation or by such individual (including, without limitation, the officer making the
authorization) authorized in writing to do so by the chairman of the board, if any, president, chief
executive officer, if any, or any vice president of such corporation; and (ii) in the case of a
partnership, limited liability company or other legal entity, by an individual representing such
stockholder upon presentation to the Corporation of satisfactory evidence of his authority to do so.
(d) Notwithstanding anything to the contrary contained herein and except for the
Corporation’s shares held in a fiduciary capacity, the Corporation shall not vote, directly or
indirectly, shares of its own stock owned by it; and such shares shall not be counted in determining
the total number of outstanding shares entitled to vote.
(e) Any holder of shares entitled to vote on any matter may cast a portion of the
votes in favor of such matter and refrain from casting the remaining votes or cast the same against
the proposal, except in the case of elections of directors. If such holder entitled to vote does vote any
of such stockholder’s shares affirmatively and fails to specify the number of affirmative votes, it will
be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.
(f) With respect to shares standing of record in the name of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife
as community property, tenants by the entirety, voting trustees or otherwise and shares held by two
or more persons (including proxy holders) having the same fiduciary relationship in respect to the
same shares, votes may be cast in the following manner:
(i) If only one person votes, the vote of such person binds all.
(ii) If more than one person casts votes, the act of the majority so voting
binds all.
(iii) If more than one person casts votes, but the vote is evenly split on a
particular matter, the votes shall be deemed cast proportionately, as split.
(g) If a quorum is present, unless the Articles of Incorporation, these Bylaws, the
NRS, or other applicable law provide for a different proportion, action by the stockholders entitled
to vote on a matter, other than the election of directors, is approved by and is the act of the
stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in
opposition to the action, unless voting by classes or series is required for any action of the
stockholders by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, in
which case the number of votes cast in favor of the action by the voting power of each such class or
series must exceed the number of votes cast in opposition to the action by the voting power of each
such class or series.
(h) If a quorum is present, directors shall be elected by a plurality of the votes
cast.
Section 2.8 Proxies. At any meeting of stockholders, any holder of shares entitled to vote
may designate, in a manner permitted by the laws of the State of Nevada, another person or persons
to act as a proxy or proxies. Every proxy shall continue in full force and effect until its expiration
or revocation in a manner permitted by the laws of the State of Nevada.
Section 2.9 No Action Without A Meeting. No action shall be taken by the stockholders
except at an annual or special meeting of stockholders called and noticed in the manner required by
these Bylaws.
Section 2.10 Organization.
(a) Meetings of stockholders shall be presided over by the chairman of the board,
or, in the absence of the chairman, by the vice-chairman of the board, or in the absence of the
vice-chairman, the president, or, in the absence of the president, by the chief executive officer, if any,
or, in the absence of the foregoing persons, by a chairman designated by the Board of Directors, or,
in the absence of such designation by the Board of Directors, by a chairman chosen at the meeting
by the stockholders entitled to cast a majority of the votes which all stockholders present in person
or by proxy are entitled to cast. The secretary, or in the absence of the secretary an assistant secretary,
shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary
the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of
business at each such meeting shall be as determined by the chairman of the meeting. The chairman
of the meeting shall have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting,
including, without limitation, the establishment of procedures for the maintenance of order and
safety, limitation on the time allotted to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the commencement thereof and the
opening and closing of the voting polls.
(b) The chairman of the meeting may appoint one or more inspectors of elections.
The inspector or inspectors may (i) ascertain the number of shares outstanding and the voting power
of each; (ii) determine the number of shares represented at a meeting and the validity of proxies or
ballots; (iii) count all votes and ballots; (iv) determine any challenges made to any determination
made by the inspector(s); and (v) certify the determination of the number of shares represented at
the meeting and the count of all votes and ballots.
Section 2.11 Absentees’ Consent to Meetings. Transactions of any meeting of the
stockholders are as valid as though had at a meeting duly held after regular call and notice if a
quorum is represented, either in person or by proxy, and if, either before or after the meeting, each
of the persons entitled to vote, not represented in person or by proxy (and those who, although
present, either object at the beginning of the meeting to the transaction of any business because the
meeting has not been lawfully called or convened or expressly object at the meeting to the
consideration of matters not included in the notice which are legally or by the terms of these Bylaws
required to be included therein), signs a written waiver of notice and/or consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be
filed with the corporate records and made a part of the minutes of the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except when the person
objects at the beginning of the meeting to the transaction of any business because the meeting is not
lawfully called, noticed or convened and except that attendance at a meeting is not a waiver of any
right to object to the consideration of matters not properly included in the notice if such objection
is expressly made at the time any such matters are presented at the meeting. Neither the business to
be transacted at nor the purpose of any regular or special meeting of stockholders need be specified
in any written waiver of notice or consent, except as otherwise provided in these Bylaws.
Section 2.12 Director Nominations. Subject to the rights, if any, of the holders of preferred
stock to nominate and elect directors, nominations of persons for election to the Board of Directors
of the Corporation may be made by the Board of Directors, by a committee appointed by the Board
of Directors, or by any stockholder of record entitled to vote in the election of directors who
complies with the notice procedures set forth in Section 2.13 below.
Section 2.13 Advance Notice of Stockholder Proposals and Director Nominations by
Stockholders. At any annual or special meeting of stockholders, proposals by stockholders and
persons nominated for election as directors by stockholders shall be considered only if advance
notice thereof has been timely given by the stockholder as provided herein and such proposals or
nominations are otherwise proper for consideration under applicable law, the Articles of
Incorporation and these Bylaws. Notice of any proposal to be presented by any stockholder or of the
name of any person to be nominated by any stockholder for election as a director of the Corporation
at any meeting of stockholders shall be delivered to the secretary of the Corporation at its principal
office not less than sixty (60) nor more than ninety (90) days prior to the day of the meeting;
provided, however, that if the date of the meeting is first publicly announced or disclosed (in a public
filing or otherwise) less than seventy (70) days prior to the day of the meeting, such advance notice
shall be given not more than ten (10) days after such date is first so announced or disclosed. Public
notice shall be deemed to have been given more than seventy (70) days in advance of the annual
meeting if the Corporation shall have previously disclosed, in these Bylaws or otherwise, that the
annual meeting in each year is to be held on a determinable date, unless and until the Board of
Directors determines to hold the meeting on a different date. For purposes of this Section, public
disclosure of the date of a forthcoming meeting may be made by the Corporation not only by giving
formal notice of the meeting, but also by notice to a national securities exchange, the Nasdaq
National Market or the Nasdaq SmallCap Market (if a corporation’s common stock is then listed on
such exchange or quoted on either such Nasdaq market), by filing a report under Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended (the “Act”) (if the Corporation is then subject
thereto), by mailing to stockholders or by a general press release.
Any stockholder who gives notice of any such proposal shall deliver therewith the text of the
proposal to be presented and a brief written statement of the reasons why such stockholder favors
the proposal and setting forth such stockholder’s name and address, the number and class of all
shares of each class of stock of the Corporation beneficially owned by such stockholder and any
material interest of such stockholder in the proposal (other than as a stockholder). Any stockholder
desiring to nominate any person for election as a director of the Corporation shall deliver with such
notice a statement, in writing, setting forth (a) the name of the person to be nominated; (b) the
number and class of all shares of each class of stock of the Corporation beneficially owned by such
person; (c) the information regarding such person required by paragraphs (a), (e) and (f) of Item 401
of Regulation S-K adopted by the Securities and Exchange Commission (the “SEC”) (or the
corresponding provisions of any regulation subsequently adopted by the SEC applicable to the
Corporation), and any other information regarding such person which would be required to be
included in a proxy statement filed pursuant to the proxy rules of the SEC, had such nominee been
nominated, or intended to be nominated by the Board of Directors; (d) such person’s signed consent
to serve as a director of the Corporation if elected and to file an application for licensing or finding
of suitability if the Nevada Gaming Commission or other gaming authority shall so require or the
Board of Directors deems it necessary or advisable; (e) such stockholder’s name and address and the
number and class of all shares of each class of stock of the Corporation beneficially owned by such
stockholder; (f) a representation that such stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; and (g) a description of all
arrangements or understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to be made by the
stockholder. As used herein, shares “beneficially owned” shall mean all shares as to which such
person, together with such person’s affiliates and associates (as defined in Rule 12b-2 under the Act),
may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Act, as well as all
shares as to which such person, together with such person’s affiliates and associates, has a right to
become the beneficial owner pursuant to any agreement or understanding, whereupon the exercise
of warrants, options or rights to convert or exchange (whether such rights are exercisable
immediately or only after the passage of time or the occurrence of conditions). The person presiding
at the meeting shall determine whether such notice has been duly given and shall direct that
proposals and nominees not be considered if such notice has not been duly given. Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at a meeting except in
accordance with the procedures set forth in this Section. Notwithstanding the foregoing provisions
hereof, a stockholder shall also comply with all applicable requirements of the Act, and the rules and
regulations thereunder with respect to the matters set forth herein.
ARTICLE III
DIRECTORS
Section 3.1 General Powers; Performance of Duties. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors, except as
otherwise provided in Chapter 78 of the NRS or the Articles of Incorporation.
Section 3.2 Number, Tenure, and Qualifications. The Board of Directors of the
Corporation shall consist of at least one (1) individual(s) and not more than thirteen (13) individuals.
The number of directors within the foregoing fixed minimum and maximum may be established and
changed from time to time by resolution adopted by the Board of Directors of the Corporation
without amendment to these Bylaws or the Articles of Incorporation. Each director shall hold office
until his successor shall be elected or appointed and qualified or until his earlier death, retirement,
disqualification, resignation or removal. No reduction of the number of directors shall have the effect
of removing any director prior to the expiration of his term of office. No provision of this Section
shall be restrictive upon the right of the Board of Directors to fill vacancies or upon the right of the
stockholders to remove directors as is hereinafter provided.
Section 3.3 Chairman of the Board. The Board of Directors shall elect a chairman of the
board from the members of the Board of Directors who shall preside at all meetings of the Board of
Directors and stockholders at which he shall be present and shall have and may exercise such powers
as may, from time to time, be assigned to him by the Board of Directors, these Bylaws or as may be
provided by law.
Section 3.4 Vice-Chairman of the Board. The Board of Directors shall elect a
vice-chairman of the board from the members of the Board of Directors who shall preside at all
meetings of the Board of Directors and stockholders at which he shall be present and the chairman
is not present and shall have and may exercise such powers as may, from time to time, be assigned
to him by the Board of Directors, these Bylaws or as may be provided by law.
Section 3.5 Removal and Resignation of Directors. Subject to any rights of the holders
of preferred stock and except as otherwise provided in the NRS, any director may be removed from
office with or without cause by the affirmative vote of the holders of not less than two-thirds (2/3)
of the voting power of the issued and outstanding stock of the Corporation entitled to vote generally
in the election of directors (voting as a single class) excluding stock entitled to vote only upon the
happening of a fact or event unless such fact or event shall have occurred. In addition, the Board of
Directors of the Corporation, by majority vote, may declare vacant the office of a director who has
been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony.
Any director may resign effective upon giving written notice, unless the notice specifies a later time
for effectiveness of such resignation, to the chairman of the board, if any, the president or the
secretary, or in the absence of all of them, any other officer.
Section 3.6 Vacancies; Newly Created Directorships. Subject to any rights of the holders
of preferred stock, any vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office, or other cause, and newly created directorships
resulting from any increase in the authorized number of directors, may be filled by a majority vote
of the directors then in office or by a sole remaining director, in either case though less than a
quorum, and the director(s) so chosen shall hold office for a term expiring at the next annual meeting
of stockholders at which the term of the class to which he has been elected expires, or until his
earlier resignation or removal. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent directors.
Section 3.7 Annual and Regular Meetings. Immediately following the adjournment of,
and at the same place as, the annual or any special meeting of the stockholders at which directors are
elected, the Board of Directors, including directors newly elected, shall hold its annual meeting
without call or notice, other than this provision, to elect officers and to transact such further business
as may be necessary or appropriate. The Board of Directors may provide by resolution the place,
date, and hour for holding regular meetings between annual meetings.
Section 3.8 Special Meetings. Except as otherwise required by law, and subject to any
rights of the holders of preferred stock, special meetings of the Board of Directors may be called only
by the chairman of the board, if any, or if there be no chairman of the board, by any of the chief
executive officer, if any, the president, or the secretary, and shall be called by the chairman of the
board, if any, the president, the chief executive officer, if any, or the secretary upon the request of
at least a majority of the authorized number of directors. If the chairman of the board, or if there be
no chairman of the board, each of the president, chief executive officer, if any, and secretary, refuses
or neglects to call such special meeting, a special meeting may be called by a written request signed
by at least a majority of the authorized number of directors.
Section 3.9 Place of Meetings. Any regular or special meeting of the directors of the
Corporation may be held at such place as the Board of Directors, or in the absence of such
designation, as the notice calling such meeting, may designate. A waiver of notice signed by the
directors may designate any place for the holding of such meeting.
Section 3.10 Notice of Meetings. Except as otherwise provided in Section 3.8 above, there
shall be delivered to each director at the address appearing for him on the records of the Corporation,
at least twenty-four (24) hours before the time of such meeting, a copy of a written notice of any
meeting (a) by delivery of such notice personally, (b) by mailing such notice postage prepaid, (c) by
facsimile, (d) by overnight courier, (e) by telegram, or (f) by electronic transmission or electronic
writing, including, but not limited to, email. If mailed to an address inside the United States, the
notice shall be deemed delivered two (2) business days following the date the same is deposited in
the United States mail, postage prepaid. If mailed to an address outside the United States, the notice
shall be deemed delivered four (4) business days following the date the same is deposited in the
United States mail, postage prepaid. If sent via facsimile, by electronic transmission or electronic
writing, including, but not limited to, email, the notice shall be deemed delivered upon sender’s
receipt of confirmation of the successful transmission. If sent via overnight courier, the notice shall
be deemed delivered the business day following the delivery of such notice to the courier. If the
address of any director is incomplete or does not appear upon the records of the Corporation it will
be sufficient to address any notice to such director at the registered office of the Corporation. Any
director may waive notice of any meeting, and the attendance of a director at a meeting and oral
consent entered on the minutes of such meeting shall constitute waiver of notice of the meeting
unless such director objects, prior to the transaction of any business, that the meeting was not
lawfully called, noticed or convened. Attendance for the express purpose of objecting to the
transaction of business thereat because the meeting was not properly called or convened shall not
constitute presence or a waiver of notice for purposes hereof.
Section 3.11 Quorum; Adjourned Meetings.
(a) A majority of the directors in office, at a meeting duly assembled, is necessary
to constitute a quorum for the transaction of business.
(b) At any meeting of the Board of Directors where a quorum is not present, a
majority of those present may adjourn, from time to time, until a quorum is present, and no notice
of such adjournment shall be required. At any adjourned meeting where a quorum is present, any
business may be transacted which could have been transacted at the meeting originally called.
Section 3.12 Manner of Acting. Except as provided in Section 3.14 below, the affirmative
vote of a majority of the directors present at a meeting at which a quorum is present is the act of the
Board of Directors.
Section 3.13 Super-majority Approval. Notwithstanding anything to the contrary
contained in these Bylaws or the Articles of Incorporation, the following actions may be taken by
the Corporation only upon the approval of two-thirds of the directors present at a meeting at which
a quorum is present is the act of the Board of Directors:
(a) any voluntary dissolution or liquidation of the Corporation;
(b) the sale of all or substantially all of the assets of the Corporation; or
(c) the filing of a voluntary petition of bankruptcy by the Corporation.
Section 3.14 Telephonic Meetings. Members of the Board of Directors or of any
committee designated by the Board of Directors may participate in a meeting of the Board of
Directors or such committee by means of a telephone conference or video or similar method of
communication by which all persons participating in such meeting can hear each other. Participation
in a meeting pursuant to this Section 3.15 constitutes presence in person at the meeting.
Section 3.15 Action Without Meeting. Any action required or permitted to be taken at a
meeting of the Board of Directors or of a committee thereof may be taken without a meeting if,
before or after the action, a written consent thereto is signed by all of the members of the Board of
Directors or the committee. The written consent may be signed in counterparts, including, without
limitation, facsimile counterparts, and shall be filed with the minutes of the proceedings of the Board
of Directors or committee.
Section 3.16 Powers and Duties.
(a) Except as otherwise restricted by the laws of the State of Nevada or the
Articles of Incorporation, the Board of Directors has full control over the business and affairs of the
Corporation. The Board of Directors may delegate any of its authority to manage, control or conduct
the business of the Corporation to any standing or special committee, or to any officer or agent, and
to appoint any persons to be agents of the Corporation with such powers, including the power to
subdelegate, and upon such terms as may be deemed fit.
(b) The Board of Directors, in its discretion, or the officer of the Corporation
presiding at a meeting of stockholders, in his discretion, may (i) require that any votes cast at such
meeting shall be cast by written ballot, and/or (ii) submit any contract or act for approval or
ratification at any annual meeting of the stockholders or any special meeting properly called and
noticed for the purpose of considering any such contract or act, provided a quorum is present.
(c) The Board of Directors may, by resolution passed by a majority of the board,
designate one or more committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not he, she or they
constitute a quorum, may unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified member. Subject to applicable law and
to the extent provided in the resolution of the Board of Directors, any such committee shall have and
may exercise all the powers of the Board of Directors in the management of the business and affairs
of the Corporation. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors. The committees shall
keep regular minutes of their proceedings and report the same to the Board of Directors when
required.
Section 3.17 Compensation. The Board of Directors, without regard to personal interest,
may establish the compensation of directors for services in any capacity. If the Board of Directors
establishes the compensation of directors pursuant to this subsection, such compensation is presumed
to be fair to the Corporation unless proven unfair by a preponderance of the evidence.
Section 3.18 Organization. Meetings of the Board of Directors shall be presided over by
the chairman of the board, or in the absence of the chairman of the board by the vice-chairman, or
in his absence by a chairman chosen at the meeting. The secretary, or in the absence of the secretary
an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and
any assistant secretary the chairman of the meeting may appoint any person to act as secretary of the
meeting. The order of business at each such meeting shall be as determined by the chairman of the
meeting.
ARTICLE IV
OFFICERS
Section 4.1 Election. The Board of Directors, at its annual meeting, shall elect and appoint
a president, a secretary and a treasurer. Said officers shall serve until the next succeeding annual
meeting of the Board of Directors and until their respective successors are elected and appointed and
shall qualify or until their earlier resignation or removal. The Board of Directors may from time to
time, by resolution, elect or appoint such other officers and agents as it may deem advisable, who
shall hold office at the pleasure of the board, and shall have such powers and duties and be paid such
compensation as may be directed by the board. Any individual may hold two or more offices.
Section 4.2 Removal; Resignation. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors with or without cause. Any officer may
resign at any time upon written notice to the Corporation. Any such removal or resignation shall be
subject to the rights, if any, of the respective parties under any contract between the Corporation and
such officer or agent.
Section 4.3 Vacancies. Any vacancy in any office because of death, resignation, removal
or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such
office.
Section 4.4 Chief Executive Officer. The Board of Directors may elect a chief executive
officer who, subject to the supervision and control of the Board of Directors, shall have the ultimate
responsibility for the management and control of the business and affairs of the Corporation, and
shall perform such other duties and have such other powers which are delegated to him by the Board
of Directors, these Bylaws or as may be provided by law.
Section 4.5 President. The president, subject to the supervision and control of the Board
of Directors, shall in general actively supervise and control the business and affairs of the
Corporation. The president shall keep the Board of Directors fully informed as the Board of
Directors may request and shall consult the Board of Directors concerning the business of the
Corporation. The president shall perform such other duties and have such other powers which are
delegated and assigned to him by the Board of Directors if any, these Bylaws or as may be provided
by law.
Section 4.6 Vice Presidents. The Board of Directors may elect one or more vice presidents.
In the absence or disability of the president, or at the president’s request, the vice president or vice
presidents, in order of their rank as fixed by the Board of Directors, and if not ranked, the vice
presidents in the order designated by the Board of Directors, or in the absence of such designation,
in the order designated by the president, shall perform all of the duties of the president, and when
so acting, shall have all the powers of, and be subject to all the restrictions on the president. Each
vice president shall perform such other duties and have such other powers which are delegated and
assigned to him by the Board of Directors, the president, these Bylaws or as may be provided by law.
Section 4.7 Secretary. The secretary shall attend all meetings of the stockholders, the Board
of Directors and any committees, and shall keep, or cause to be kept, the minutes of proceeds thereof
in books provided for that purpose. He shall keep, or cause to be kept, a register of the stockholders
of the Corporation and shall be responsible for the giving of notice of meetings of the stockholders,
the Board of Directors and any committees, and shall see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law. The secretary shall be custodian of the
corporate seal, the records of the Corporation, the stock certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors or appropriate committee may
direct. The secretary shall perform all other duties commonly incident to his office and shall perform
such other duties which are assigned to him by the Board of Directors, the chief executive officer,
if any, the president, these Bylaws or as may be provided by law.
Section 4.8 Assistant Secretaries. An assistant secretary shall, at the request of the
secretary, or in the absence or disability of the secretary, perform all the duties of the secretary. He
shall perform such other duties as are assigned to him by the Board of Directors, the chief executive
officer, if any, the president, these Bylaws or as may be provided by law.
Section 4.9 Treasurer. The treasurer, subject to the order of the Board of Directors, shall
have the care and custody of, and be responsible for, all of the money, funds, securities, receipts and
valuable papers, documents and instruments of the Corporation, and all books and records relating
thereto. The treasurer shall keep, or cause to be kept, full and accurate books of accounts of the
Corporation’s transactions, which shall be the property of the Corporation, and shall render financial
reports and statements of condition of the Corporation when so requested by the Board of Directors,
the chairman of the board, if any, the chief executive officer, if any, or the president. The treasurer
shall perform all other duties commonly incident to his office and such other duties as may, from
time to time, be assigned to him by the Board of Directors, the chief executive officer, if any, the
president, these Bylaws or as may be provided by law. The treasurer shall, if required by the Board
of Directors, give bond to the Corporation in such sum and with such security as shall be approved
by the Board of Directors for the faithful performance of all the duties of the treasurer and for
restoration to the Corporation, in the event of the treasurer’s death, resignation, retirement or
removal from office, of all books, records, papers, vouchers, money and other property in the
treasurer’s custody or control and belonging to the Corporation. The expense of such bond shall be
borne by the Corporation. If a chief financial officer of the Corporation has not been appointed, the
treasurer may be deemed the chief financial officer of the Corporation.
Section 4.10 Assistant Treasurer. An assistant treasurer shall, at the request of the
treasurer, or in the absence or disability of the treasurer, perform all the duties of the treasurer. He
shall perform such other duties which are assigned to him by the Board of Directors, the chief
executive officer, the president, the treasurer, these Bylaws or as may be provided by law. The Board
of Directors may require an assistant treasurer to give a bond to the Corporation, at the Corporation’s
expense, in such sum and with such security as it may approve, for the faithful performance of his
duties, and for restoration to the Corporation, in the event of the assistant treasurer’s death,
resignation, retirement or removal from office, of all books, records, papers, vouchers, money and
other property in the assistant treasurer’s custody or control and belonging to the Corporation.
Section 4.11 Execution of Negotiable Instruments, Deeds and Contracts. All checks,
drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation; all
deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments
and agreements to which the Corporation shall be a party; and all assignments or endorsements of
stock certificates, registered bonds or other securities owned by the Corporation shall be signed in
the name of the Corporation by such officers or other persons as the Board of Directors may from
time to time designate. The Board of Directors may authorize the use of the facsimile signatures of
any such persons. Any officer of the Corporation shall be authorized to attend, act and vote, or
designate another officer or an agent of the Corporation to attend, act and vote, at any meeting of the
owners of any entity in which the Corporation may own an interest or to take action by written
consent in lieu thereof. Such officer or agent, at any such meeting or by such written action, shall
possess and may exercise on behalf of the Corporation any and all rights and powers incident to the
ownership of such interest.
ARTICLE V
CAPITAL STOCK
Section 5.1 Issuance. Shares of the Corporation’s authorized stock shall, subject to any
provisions or limitations of the laws of the State of Nevada, the Articles of Incorporation or any
contracts or agreements to which the Corporation may be a party, be issued in such manner, at such
times, upon such conditions and for such consideration as shall be prescribed by the Board of
Directors.
Section 5.2 Stock Certificates and Uncertified Shares. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the
president, the chief executive officer, if any, or a vice president, and by the secretary or an assistant
secretary, of the Corporation (or any other two officers or agents so authorized by the Board of
Directors), certifying the number of shares of stock owned by him, her or it in the Corporation;
provided, however, that the Board of Directors may authorize the issuance of uncertificated shares
of some or all of any or all classes or series of the Corporation’s stock. Any such issuance of
uncertificated shares shall have no effect on existing certificates for shares until such certificates are
surrendered to the Corporation, or on the respective rights and obligations of the stockholders.
Whenever such certificate is countersigned or otherwise authenticated by a transfer agent or a
transfer clerk and by a registrar (other than the Corporation), then a facsimile of the signatures of any
corporate officers or agents, the transfer agent, transfer clerk or the registrar of the Corporation may
be printed or lithographed upon the certificate in lieu of the actual signatures. In the event that any
officer or officers who have signed, or whose facsimile signatures have been used on any certificate
or certificates for stock cease to be an officer or officers because of death, resignation or other
reason, before the certificate or certificates for stock have been delivered by the Corporation, the
certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered
as though the person or persons who signed the certificate or certificates, or whose facsimile
signature or signatures have been used thereon, had not ceased to be an officer or officers of the
Corporation.
Within a reasonable time after the issuance or transfer of uncertificated shares, the
Corporation shall send to the registered owner thereof a written statement certifying the number of
shares owned by him, her or it in the Corporation and, at least annually thereafter, the Corporation
shall provide to such stockholders of record holding uncertificated shares, a written statement
confirming the information contained in such written statement previously sent. Except as otherwise
expressly provided by law, the rights and obligations of the stockholders shall be identical whether
or not their shares of stock are represented by certificates.
Each certificate representing shares shall state the following upon the face thereof: the name
of the state of the Corporation’s organization; the name of the person to whom issued; the number
and class of shares and the designation of the series, if any, which such certificate represents; the par
value of each share, if any, represented by such certificate or a statement that the shares are without
par value. Certificates of stock shall be in such form consistent with law as shall be prescribed by
the Board of Directors. No certificate shall be issued until the shares represented thereby are fully
paid. In addition to the above, all certificates evidencing shares of the Corporation’s stock or other
securities issued by the Corporation shall contain such legend or legends as may from time to time
be required by the NRS and/or the regulations of the Nevada Gaming Commission then in effect, or
such other federal, state or local laws or regulations then in effect.
Section 5.3 Surrendered; Lost or Destroyed Certificates. All certificates surrendered to
the Corporation, except those representing shares of treasury stock, shall be canceled and no new
certificate shall be issued until the former certificate for a like number of shares shall have been
canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be
issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of
one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a
replacement, provide the Corporation with his, her or its affidavit of the facts surrounding the loss,
theft, destruction or mutilation and, if required by the Board of Directors, an indemnity bond in an
amount not less than twice the current market value of the stock, and upon such terms as the
treasurer or the Board of Directors shall require which shall indemnify the Corporation against any
loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement
certificate.
Section 5.4 Replacement Certificate. When the Articles of Incorporation are amended in
any way affecting the statements contained in the certificates for outstanding shares of capital stock
of the Corporation or it becomes desirable for any reason, in the discretion of the Board of Directors,
including, without limitation, the merger of the Corporation with another Corporation or the
conversion or reorganization of the Corporation, to cancel any outstanding certificate for shares and
issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may
order any holders of outstanding certificates for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors. The order may provide
that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive
distributions or exercise any other rights of stockholders of record until the holder has complied with
the order, but the order operates to suspend such rights only after notice and until compliance.
Section 5.5 Transfer of Shares. No transfer of stock shall be valid as against the
Corporation except on surrender and cancellation of the certificates therefor accompanied by an
assignment or transfer by the registered owner made either in person or under assignment. Whenever
any transfer shall be expressly made for collateral security and not absolutely, the collateral nature
of the transfer shall be reflected in the entry of transfer in the records of the Corporation.
Section 5.6 Transfer Agent; Registrars. The Board of Directors may appoint one or more
transfer agents, transfer clerks and registrars of transfer and may require all certificates for shares of
stock to bear the signature of such transfer agents, transfer clerks and/or registrars of transfer.
Section 5.7 Miscellaneous. The Board of Directors shall have the power and authority to
make such rules and regulations not inconsistent herewith as it may deem expedient concerning the
issue, transfer, and registration of certificates for shares of the Corporation’s stock.
ARTICLE VI
DISTRIBUTIONS
Distributions may be declared, subject to the provisions of the laws of the State of Nevada
and the Articles of Incorporation, by the Board of Directors and may be paid in cash, property, shares
of corporate stock, or any other medium. The Board of Directors may fix in advance a record date,
as provided in Section 2.5 above, prior to the distribution for the purpose of determining
stockholders entitled to receive any distribution.
ARTICLE VII
RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS
Section 7.1 Records. All original records of the Corporation, shall be kept at the principal
office of the Corporation by or under the direction of the secretary or at such other place or by such
other person as may be prescribed by these Bylaws or the Board of Directors.
Section 7.2 Corporate Seal. The Board of Directors may, by resolution, authorize a seal,
and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or
otherwise. Except when otherwise specifically provided herein, any officer of the Corporation shall
have the authority to affix the seal to any document requiring it.
Section 7.3 Fiscal Year-End. The fiscal year-end of the Corporation shall be such date as
may be fixed from time to time by resolution of the Board of Directors.
ARTICLE VIII
INDEMNIFICATION
Section 8.1 Indemnification and Insurance.
(a) Indemnification of Directors and Officers.
(i) For purposes of this Article, (A) “Indemnitee” shall mean each director
or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved
in, any Proceeding (as hereinafter defined), by reason of the fact that he is or was a director or officer
of the Corporation or member, manager or managing member of a predecessor limited liability
company or affiliate of such limited liability company or is or was serving in any capacity at the
request of the Corporation as a director, officer, employee, agent, partner, member, manager or
fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture,
limited liability company, trust, or other enterprise; and (B) “Proceeding” shall mean any threatened,
pending, or completed action, suit or proceeding (including, without limitation, an action, suit or
proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or
investigative.
(ii) Each Indemnitee shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by Nevada law, against all expense, liability and loss
(including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid
or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any
Proceeding; provided that such Indemnitee either is not liable pursuant to NRS 78.138 or acted in
good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any Proceeding that is criminal in nature, had no
reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not,
of itself, create a presumption that the Indemnitee is liable pursuant to NRS 78.138 or did not act in
good faith and in a manner in which he reasonably believed to be in or not opposed to the best
interests of the Corporation, or that, with respect to any criminal proceeding he had reasonable cause
to believe that his conduct was unlawful. The Corporation shall not indemnify an Indemnitee for any
claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for any
amounts paid in settlement to the Corporation, unless and only to the extent that the court in which
the Proceeding was brought or other court of competent jurisdiction determines upon application that
in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to
indemnity for such amounts as the court deems proper. Except as so ordered by a court and for
advancement of expenses pursuant to this Section, indemnification may not be made to or on behalf
of an Indemnitee if a final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of law and was material to the cause of action.
Notwithstanding anything to the contrary contained in these Bylaws, no director or officer may be
indemnified for expenses incurred in defending any threatened, pending, or completed action, suit
or proceeding (including without limitation, an action, suit or proceeding by or in the right of the
Corporation), whether civil, criminal, administrative or investigative, that such director or officer
incurred in his capacity as a stockholder.
(iii) Indemnification pursuant to this Section shall continue as to an
Indemnitee who has ceased to be a director or officer of the Corporation or member, manager or
managing member of a predecessor limited liability company or affiliate of such limited liability
company or a director, officer, employee, agent, partner, member, manager or fiduciary of, or to
serve in any other capacity for, another corporation or any partnership, joint venture, limited liability
company, trust, or other enterprise and shall inure to the benefit of his heirs, executors and
administrators.
(iv) The expenses of Indemnitees must be paid by the Corporation or
through insurance purchased and maintained by the Corporation or through other financial
arrangements made by the Corporation, as they are incurred and in advance of the final disposition
of the 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. To the extent that a director or officer of the Corporation is
successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim,
issue or matter therein, the Corporation shall indemnify him against expenses, including attorneys’
fees, actually and reasonably incurred in by him in connection with the defense.
(b) Indemnification of Employees and Other Persons. The Corporation may, by
action of its Board of Directors and to the extent provided in such action, indemnify employees and
other persons as though they were Indemnitees.
(c) Non-Exclusivity of Rights. The rights to indemnification provided in this
Article shall not be exclusive of any other rights that any person may have or hereafter acquire under
any statute, provision of the Articles of Incorporation or these Bylaws, agreement, vote of
stockholders or directors, or otherwise.
(d) Insurance. The Corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any Indemnitee for any liability asserted against him and
liability and expenses incurred by him in his capacity as a director, officer, employee, member,
managing member or agent, or arising out of his status as such, whether or not the Corporation has
the authority to indemnify him against such liability and expenses.
(e) Other Financial Arrangements. The other financial arrangements which may
be made by the Corporation may include the following (i) the creation of a trust fund; (ii) the
establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification
by granting a security interest or other lien on any assets of the Corporation; (iv) the establishment
of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection
may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law,
except with respect to advancement of expenses or indemnification ordered by a court.
(f) Other Matters Relating to Insurance or Financial Arrangements. Any
insurance or other financial arrangement made on behalf of a person pursuant to this Section may
be provided by the Corporation or any other person approved by the Board of Directors, even if all
or part of the other person’s stock or other securities is owned by the Corporation. In the absence of
fraud, (i) the decision of the Board of Directors as to the propriety of the terms and conditions of any
insurance or other financial arrangement made pursuant to this Section and the choice of the person
to provide the insurance or other financial arrangement is conclusive; and (ii) the insurance or other
financial arrangement is not void or voidable and does not subject any director approving it to
personal liability for his action; even if a director approving the insurance or other financial
arrangement is a beneficiary of the insurance or other financial arrangement.
Section 8.2 Amendment. The provisions of this Article VIII relating to indemnification
shall constitute a contract between the Corporation and each of its directors and officers which may
be modified as to any director or officer only with that person’s consent or as specifically provided
in this Section. Notwithstanding any other provision of these Bylaws relating to their amendment
generally, any repeal or amendment of this Article which is adverse to any director or officer shall
apply to such director or officer only on a prospective basis, and shall not limit the rights of an
Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time
of such repeal or amendment. Notwithstanding any other provision of these Bylaws (including,
without limitation, Article X below), no repeal or amendment of these Bylaws shall affect any or all
of this Article VIII so as to limit or reduce the indemnification in any manner unless adopted by (a)
the unanimous vote of the directors of the Corporation then serving, or (b) by the stockholders as set
forth in Article X hereof; provided that no such amendment shall have a retroactive effect
inconsistent with the preceding sentence.
ARTICLE IX
CHANGES IN NEVADA LAW
References in these Bylaws to Nevada law or the NRS or to any provision thereof shall be
to such law as it existed on the date these Bylaws were adopted or as such law thereafter may be
changed; provided that (a) in the case of any change which expands the liability of directors or
officers or limits the indemnification rights or the rights to advancement of expenses which the
Corporation may provide in Article VIII hereof, the rights to limited liability, to indemnification and
to the advancement of expenses provided in the Articles of Incorporation and/or these Bylaws shall
continue as theretofore to the extent permitted by law; and (b) if such change permits the
Corporation, without the requirement of any further action by stockholders or directors, to limit
further the liability of directors or limit the liability of officers or to provide broader indemnification
rights or rights to the advancement of expenses than the Corporation was permitted to provide prior
to such change, then liability thereupon shall be so limited and the rights to indemnification and the
advancement of expenses shall be so broadened to the extent permitted by law.
ARTICLE X
AMENDMENT OR REPEAL
Section 10.1 Board of Directors. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt,
repeal, alter, amend and rescind these Bylaws.
Section 10.2 Stockholders. Notwithstanding Section 10.1 above, these Bylaws may be
rescinded, altered, amended or repealed in any respect by the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66-2/3%) of the outstanding voting power of the Corporation,
voting together as a single class.