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BY-LAWS
OF
LAS VEGAS GAMING, INC.
ARTICLE 1. SHAREHOLDERS'MEETING
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Section 1. Annual Meeting
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The annual meeting of the shareholders shall be held within five
months after the close of the fiscal year of the Corporation, for the
purpose of electing directors, and transacting such other business as may
properly come before the meetings.
Section 2. Agenda at the Shareholders' Annual Meeting.
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(a) Calling the meeting to order;
(b) Roll call;
(c) Reading of the minutes of the last meeting:
(d) Reports of the Officers;
(e) Reports of the Committees;
(f) Election of the Directors;
(g) Adjournment
Section 3. Special Meetings.
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Special meetings of the shareholders may be called at any time by the Board
of Directors or by the President or the Secretary at the written request of
the holders of fifty percent (50%) of the shares then outstanding and
entitled to vote thereat, or as otherwise required under the provisions of
the Business Corporation Law.
Section 4. Place of Meetings.
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All meetings of shareholders shall be held at the principal
office of the Corporation, or at such other places within or without the
State of Nevada as shall be designated in the notices or waivers of notices
of such meetings.
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Section 5. Notice of Meetings.
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(a) Written notice of each meeting of shareholders,
whether annual or special, stating the time when and place it is to
be held, shall be served either personally or by mail, not less than
ten or more than fifty days before the meeting, upon each
shareholder of record entitled to vote at such meeting, and to any
other shareholder to whom the giving of notice may be required by
law. Notice of a special meeting shall also state the purpose or
purposes for which the meeting is called, and shall indicate that it
is being issued by, or at the direction of, the person or persons
calling the meeting. If, at any meeting, action is proposed to be
taken that would, if taken, entitle shareholders to receive payment
for their shares pursuant to the Business Corporation Law, the
notice of such meeting shall include a statement of that purpose and
to that effect. If mailed, such notice shall be directed to each
such shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously
filed with the Secretary of the corporation a written request that
notices intended for him be mailed to some other address, in which
such case, if shall be mailed to the address designated in
(b) Notice of any meeting need not be given to any
person who may become a shareholder of record after the mailing of
such notice and prior to the meeting, or to any shareholder who
attends such meeting, in person or by proxy, or to any shareholder
who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting. Notice of any adjourned meeting of
shareholders need not be given, unless otherwise required by
statute.
Section 6. Quorum of Shareholders
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(a) Except as otherwise provided herein, or by
statute, or in the Certificate of Incorporation (such
Certificate and any amendments thereof being hereinafter
collectively referred to as the "Certificate of Incorporation"), at
all meetings of shareholders of the Corporation, the presence at
the commencement of such meetings in person or by proxy of
shareholders holding of record a majority of the total number of
shares of the Corporation then issued and outstanding and entitled
to vote, shall be necessary and sufficient to constitute a quorum
for the transaction of any business. The withdrawal of any
shareholder after the commencement of a meeting shall have no
effect on the existence of a quorum, after a quorum has been
established at such meeting.
(b) Despite the absence of a quorum at any annual or
special meeting of shareholders, the shareholders, by a majority of
the votes cast by the holders of shares entitled to vote thereon,
may adjourn the meeting. At any such adjourned meeting at which a
quorum is present, any business may be transacted which might have
been transacted at the meeting as originally called if a quorum had
been present. However, if after the adjournment, the Board of
Directors fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder
of record on the new record date.
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Section 7. Voting
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(a) Except as otherwise provided by statute or by the
Certificate of Incorporation, any corporate action, other than the election
of directors to be taken by vote of the shareholders, shall be authorized
by a majority of votes cast at a meeting of the shareholders by the holders
of shares entitled to vote thereon. Election of directors shall be
accomplished by a candidate receiving a plurality of the votes cast at a
shareholder's meeting by the shareholders entitled to vote in the election.
(b) Except as otherwise provided by statute or by the
Certificate of Incorporation, at each meeting of shareholders, each holder
of record of stock of the Corporation entitled to vote thereat, shall be
entitled to one vote for each share of stock registered in his name on the
books of the Corporation. Upon demand of the shareholders holding ten
percent (10%) in interest of the shares, present in person or by proxy, and
entitled to vote, and voting shall be by ballot.
Section 8. Proxies.
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Each shareholder entitled to vote or to express consent or
dissent without a meeting may do so by proxy; provided, however, that the
instrument authorizing such proxy to act shall have been executed in
writing by the shareholder himself, or by his attorney- i n- fact thereunto
duly authorized in writing. No proxy shall be valid after the expiration of
eleven months from the date of its execution, unless the persons executing
it shall have specified therein the length of time it is to continue in
force. Such instrument shall be exhibited to the Secretary at the meeting
and shall be filed with the records of the Corporation.
Section 9. Action Without Meeting.
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Any resolution in writing, signed by all of the shareholders
entitled to vote thereon, shall constitute action by such shareholders to
the effect therein expressed, with the same force and effect as if the same
had been duly passed by unanimous vote at a duly called meeting of
shareholders, and such resolutions so signed shall be inserted in the
minute book of the Corporation under its proper date.
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ARTICLE II. DIRECTORS
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Section 1. Number.
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The affairs and the business of the Corporation, except
as otherwise provided in the Certificate of Incorporation, shall be
managed by the Board of Directors. The number of the directors of
the Corporation shall be five (5) unless and until otherwise
determined by vote of a majority of the entire Board of Directors.
The "entire Board" as used in this Article shall mean the total
number of directors, which the Corporation would have, if there were
no vacancies. The number of directors shall not be less than three,
unless all of the outstanding shares are owned beneficially and of
record by less than three shareholders, in which event the number of
directors shall not be less than the number of shareholders.
Section 2. How Elected.
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At the annual meeting of shareholders, the persons duly
elected by the votes cast at the election held thereat shall become
the directors for the ensuing year.
Section 3. Term of Office and Oualifications.
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The term of office of each of the directors shall be
until the next annual meeting of shareholders and thereafter until a
successor has been elected and qualified. Each director shall be at
least eighteen years of age.
Section 4. Duties of Directors.
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The Board of Directors shall have the control and
general management of the affairs and business of the Corporation
unless otherwise provided in the certificate of Incorporation. Such
directors shall in all cases act as a Board regularly convened by a
majority, and they may adopt such rules and regulations for the
conduct of their meetings, and the management and business of the
Corporation as they may deem proper, not inconsistent with these
by-laws and the Laws of the State of Nevada.
Section 5. Directors' Meetings.
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Regular meetings of the Board of Directors shall be
held immediately following the annual me tings of the shareholders,
and at such other times as the Board of Directors may determine.
Special meetings of the Board of Directors may be called by tile
President at any time and must be called by the President of the
Secretary upon the written request of two directors. All meetings,
both regular and special, shall be held at the principal office of
the Corporation or at such other location, within or without the
State of Nevada, as the Board of the Directors may from time to time
determine.
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Section 6. Notice of Meetings.
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Notice of the place, day and hour of every regular and special
meeting shall be given to each director by delivering the same to him
personally or sending the same to him to telegraph or leaving the same at
his residence or usual place of business, at least one (1) day before the
meeting, or shall be mailed to each director, postage prepaid and addressed
to him at tile last known Post Office address according to the records of
the Corporation, at least three (3) days before the meeting. No notice of
any adjourned meeting of the Board of Directors needs to be given other
than by announcement at the meeting, subject to the provisions of Section 7
of this Article.
Section 7. Quorum of Directors.
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At any meeting of the Board of Directors, except as otherwise
provided by the Certificate of Incorporation, or by these by-laws, a
majority of the Board of Directors shall constitute a quorum for meeting
until a quorum shall be present or represented.
Section 8. Director and Committee Action by Conference Telephone.
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Any one or more members of the Board of Directors, or of any
committee thereof, may participate in a meeting of such Board or committee
by means of conference telephone or similar equipment which allows all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at such a
meeting.
Section 9. Voting.
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Except as otherwise provided by statute, or by the Certificate
of Incorporation, or by these by-laws, the affirmative vote of a majority
of the Directors present at any meeting of the Board of Directors at which
a quorum is present shall be necessary for the transaction of any item of
business thereat. Any resolution in writing, signed by all of the directors
entitled to vote thereon, shall constitute action by such directors to the
effect therein expressed, with the same force and effect as if the same had
been duly passed by unanimous vote at a duly called meeting of directors
and such resolution so signed shall be inserted in the minute book of the
Corporation under its proper date.
Section 10. Vacancies.
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Unless otherwise provided in the Certificate of Incorporation,
vacancies in the Board of Directors occurring between annual meetings of
the shareholders, other than vacancies due to the removal of directors
without cause, shall be filled for the unexpired portion of the term by a
majority vote of the remaining directors, even though less than a quorum
exists. Vacancies occurring in the Board by reason of the removal of
directors without cause may be filled only by vote of the shareholders. A
director so elected shall hold office for the unexpired term of his
predecessor, and until his successor has been elected and qualified.
Section 11. Removal of Directors.
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Any or all of the directors may be removed, either with or
without cause at any time by a vote of the shareholders at any meeting
called for such purpose, and another director, or more than one may be
elected by such shareholders in the place of the director(s) so removed, to
serve for the remainder of the term.
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Section 12. Resignation.
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Any director may resign at any time by giving written notice to
the Board of Directors, the President or the Secretary of the Corporation.
Unless otherwise specified in such written notice, such resignation shall
take effect upon receipt thereof by the Board of Directors or such officer,
and the acceptance of such resignation shall not be necessary to make it
effective. However, such resignation will not be effective to discharge any
accrue obligations or duties of a director.
Section 13. Salary.
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No stated salary shall be paid to directors, as such, for their
services, but by resolution of the Board of Directors a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board, provided, that nothing herein
contained shall be construed to prevent any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 14. Contracts.
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(a) No contract or other transaction between this Corporation
and any other Corporation shall be impaired, affected or invalidated, nor
shall any director be liable in any way by reason of the fact that any one
or more of the directors of this Corporation is or are interested in, or is
a director or officer, or are directors or officers of such other
Corporation, provided that such facts are disclosed or made known to the
Board of Directors.
(b) Any director, personally and individually, may be interested
in any contract or transaction of this Corporation, and no director shall
be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and
provided that the Board of Directors shall authorize, approve or ratify
such contract or transaction by the vote (not counting the vote of any such
director) of a majority of a quorum, notwithstanding the presence of any
such director at the meeting at which such action is taken. Such director
or directors may be counted in determining the presence of a quorum at such
meeting. This Section shall not be construed to impair or invalidate or in
any way affect any contract or other transaction which would otherwise be
valid under the law (common, statutory or otherwise) applicable thereto.
(c) However, if there was no such disclosure or knowledge, or if
the vote of such interested director was necessary for the approval of such
contract or transaction at a meeting of the Board or committee at which it
was approved, the Corporation may avoid the contract or transaction, unless
the party or parties thereto shall establish affirmatively that the
contract or transaction was fair and reasonable as to the Corporation, at
the time it was approved by the Board, a committee or the shareholders.
Section 15. Committees.
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The Board of Directors, by resolution adopted by a majority of
the entire Board, may designate from among its members an executive
committee and such other committees, and alternate members thereof, as they
deem desirable, each consisting of three or more members, with such powers
and authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of-the Board of
Directors.
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ARTICLE 111. OFFICERS
Section 1. Number of Officers.
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The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other officers, including a Chairman of
the Board of Directors, and one or more Vice Presidents, as the Board of
Directors may from time to time deem advisable. Any officer other than tile
Chairman of the Board of Directors may be, but is not required to be,
Director of the Corporation. Any officer may hold more than one office
except the same person may not hold the office of President and Secretary.
Section 2. Election of Officers.
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Officers of the Corporation shall be elected at tile first
meeting of tile Board of Directors. Thereafter,
and unless otherwise provided in the Certificate of Incorporation, the
officers of the Corporation shall be elected annually by the Board of
Directors at its meeting held immediately after the annual meeting of
shareholders and shall hold office for one year and until their successors
have been duly elected and qualified.
Section 3. Removal of Officers.
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Any officer elected by the Board of Directors may be removed,
with or without cause, and a successor elected, by a vote of the Board of
Directors. Any officer elected by the shareholders may be removed, with or
without cause, and a successor elected, only by a vote of the shareholders.
Additionally, an officer elected by the shareholders may have his authority
suspended, for cause, by the Board of Directors.
Section 4. President.
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The President shall be the chief executive officer of the
Corporation and shall have general charge of business, affairs and property
thereof, subject to direction of the Board of Directors, and shall have
general supervision over its officers and agents. He shall, if present,
preside at all meetings of the Board of Directors in the absence of a
Chairman of the Board and at all meetings of shareholders. He may do and
perform all acts incident to the office of President.
Section 5. Vice President.
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In the absence of or inability of the President to act, the Vice
President shall perform the duties and exercise tile powers of the
President and shall perform such other functions as the Board of Directors
may from time to time prescribe.
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Section 6. Secretary.
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The Secretary shall:
(a) Keep tile minutes of the meetings of the Board of Directors
and of the shareholders in appropriate books.
(b) Give and serve all notice of all meetings of the
Corporation.
(c) Be custodian of the records and of the seal of the
Corporation and affix the latter to such instruments or documents as may be
authorized by the Board of Directors.
(d) Keep the shareholder records in such a manner as to show at
any time the amount of shares, the manner and the time the same was paid
for, the names of the owners thereof alphabetically arranged and their
respective places of residence, or their Post Office addresses, the number
of shares owned by each of them and the time at which each person became an
owner, and keep such shareholder records available daily during the usual
business hours at the office of the Corporation subject to the inspection
of any person duly authorized, as prescribed by law.
(e) Do and perform all other duties incident to the office of
Secretary.
Section 7. Treasurer.
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The Treasurer shall:
(a) Have the care and custody of and be responsible for all of
the funds and securities of the Corporation and deposit such funds in the
name and to tile credit of the Corporation in such a bank and safe deposit
vaults- as tile directors may designate.
(b) Exhibit at all reasonable times his books and accounts to
any director or shareholder of the Corporation upon application at the
office of the Corporation during business hours.
(c) Render a statement of the condition of the finances of the
Corporation at each stated meeting of the Board of Directors if called upon
to do so, and a full report at the annual meeting of shareholders. He shall
keep at the office of the Corporation correct books of account of all of
its business and transactions and such books of account as the Board of
Directors may require. He shall do and perform all other duties incident to
the office of Treasurer.
(d) Give the Corporation security for the faithful performance
of his duties in such sum and with such surety as the Board of Directors
may require.
Section 8. Duties of Officers May be Delegated.
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In the case of the absence of any officer of the Corporation,
or for any reason the Board may deem sufficient, the Board may, except as
otherwise provided in these by-laws, delegate the powers of such officers
to any other officer or any. Director for the time being provided a
majority of the entire Board concurs therein.
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Section 9. Vacancies - How Filled.
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Should any vacancy in any office occur by death, resignation or
otherwise, the Board of Directors may appoint any qualified person to fill
such vacancy, without undue delay, at its next regular meeting or at a
special meeting called for that purpose, except as otherwise provided in
the Certificate of Incorporation.
Section 10. Compensation of Officers.
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The officers shall receive such salary or compensation as may be
fixed and determined by the Board of Directors, except as otherwise
provided in the Certificate of Incorporation. No officer shall be precluded
from receiving any compensation by reason of the fact that he is also
director of the Corporation.
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ARTICLE IV. CERTIFICATES REPRESENTING SHARES
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Section 1. Issue of Certificates Representing Shares
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The President shall cause to be issued to each shareholder one
or more certificates, under the seal of the Corporation, signed by the
President (or Vice-President) and the Treasurer (or Secretary) certifying
the number of shares owned by him in the Corporation. Each certificate
shall state upon the face thereof. (1) that the Corporation is formed under
the laws of this state. (2) The name of the person or persons to whom
issued. (3) The number and class of shares, and the designation of the
series, if any, which such certificate represents. Any restrictions upon
transfers imposed by the Corporation should be conspicuously noted on the
certificate.
Section 2. Lost. Destroyed and Stolen Share Certificates.
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The holder of any certificate representing shares of the
Corporation shall immediately notify the Corporation of any loss,
destruction or wrongful taking of the certificate representing the same.
The Corporation may issue a new certificate in the place of any certificate
thereto issued by it, alleged to have been lost, destroyed or wrongfully
taken. On production of such evidence of loss as the board of Directors in
its discretion may require, the Board of Directors may require the owner of
the missing certificate, or his legal representatives, to give the
Corporation a bond in such sum as the Board may direct, and with such
surety or sureties as may be satisfactory to the Board, to indemnify the
Corporation against any claims, loss, liability or damage it may suffer oil
account of the issuance of the new certificate. A new certificate may be
issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper to do so.
Section 3. Transfers of Shares.
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(a) Transfers of shares of the Corporation shall be made oil the
shares of the records of the Corporation only by the holder of record
thereof, in person or by his duly authorized attorney, upon surrender for
cancellation of the certificate or certificates representing such shares,
with an assignment or power of transfer endorsed thereon or delivered
therewith, duly executed, with such proof of the authenticity of the
signature and of authority to transfer and of payment of transfer taxes as
the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of
record of any share or shares as the absolute owner thereof for all
purposes and, accordingly, shall not be bound to recognize any legal,
equitable or other claim to, or interest in, such share or shares on the
part of any other person, whether or not it shall have express or other
notice thereof, excepts as otherwise expressly provided by law.
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ARTICLE V. SEAL
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The seal of the Corporation shall be as follows:
ARTICLE V1. INDEMNIFICATION.
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The Corporation shall indemnify any person, made
a party to an action by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he, his testator or
intestate, is or was director, officer, or employee of the Corporation,
against the reasonable expenses, including attorneys' fees, actually and
necessarily incurred by him in connection with the defense of such action,
or in connection with an appeal therein, except in relation to matters as
to which such person is adjudged to have breached his duty to the
Corporation. The Corporation shall indemnify any person made a party to an
action against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily incurred as a
result of such action, if such person acted in good faith, for a purpose
which he reasonably believed to be in the best interests of the
Corporation, and, in criminal actions, had no reasonable cause to believe
that his conduct was unlawful. Such rights of indemnification shall not
exclude other rights to which such person may be entitled.
ARTICLE V11. DIVIDENDS OR OTHER DISTRIBUTIONS
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The Corporation, by vote of the Board of Directors, may declare
and pay dividends or make other distributions in cash or its bonds or its
property on its outstanding shares to the extent as provided and permitted
by law, unless contrary to any restriction contained in the Certificate of
Incorporation.
ARTICLE V111. NEGOTIABLE INSTRUMENTS
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All checks, notes or other negotiable instruments shall be
signed on behalf of this Corporation by such of the officers, agents and
employees as the Board of Directors may from time to time designate, except
as otherwise provided in the Certificate of Incorporation.
ARTICLE X1. FISCAL YEAR
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The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.
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ARTICLE X. AMENDMENTS
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Section 1. By Shareholders
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All by-laws of the Corporation shall be subject to alteration or
repeal, and new by-laws may be made, by a majority vote of the shareholders
at the time entitled to vote in the election of directors.
Section 2. By Directors.
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The Board of Directors shall have power to make, adopt, alter,
amend and repeal, from time to time, the by-laws of the Corporation;
provided, however, that the shareholders entitled to vote with respect
thereto, as in this Article X above provided, may alter, amend or repeal
by-laws made by the Board of Directors; except that the Board of Directors
shall have no power to change the quorum for meetings of shareholders or of
the Board of Directors, or to change any provisions of the by-laws with
respect to the removal of directors or the filling of vacancies in the
Board resulting from the removal by the shareholders. If any by-law
regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice
of the next meeting of the shareholders for the election of directors, the
by-law so adopted, amended or repealed, together with a concise statement
of the changes made therein.
ARTICLE X1. OFFICES
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The offices of the Corporation shall be located in the City,
County and State designated in the Certificate of Incorporation. The
Corporation may also maintain offices at such other places within or
without the United States as the Board of Directors may, from time to time,
determine.
The undersigned Incorporator certifies that lie has adopted the
foregoing by-laws as the first by-laws of the Corporation, in accordance
with the requirements of the Business Corporation Law.
Dated:
April 28, 1998
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/s/ Russell Roth
_________________________________
Shareholder
/s/ Kenneth Maul
_________________________________
Shareholder
/s/ Mark Valenti
_________________________________
Shareholder
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