{"id":41549,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-mgm-mirage-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-mgm-mirage-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-mgm-mirage-inc.html","title":{"rendered":"Bylaws &#8211; MGM Mirage Inc."},"content":{"rendered":"<pre>\n                              Amended and Restated\n                                     Bylaws\n                                       Of\n                                  MGM MIRAGE (A)\n                             (As of January 1, 2001)\n\n\n                                    ARTICLE I\n                                  STOCKHOLDERS\n\n\nSECTION 1. PLACE OF MEETING. All meetings of stockholders shall be held at such\nplace, either within or without the State of Delaware, as may be determined by\nresolution of the Board of Directors.\n\nSECTION 2. VOTING. Stockholders shall be entitled to vote at meetings either in\nperson or by proxy appointed by instrument in writing subscribed by the\nstockholder or by his duly authorized attorney. In any such voting, each\nstockholder shall be entitled to vote his shares of stock in accordance with his\nown interests and without regard to the interests of other stockholders. Each\nstockholder shall be entitled to one vote for each share of stock registered in\nhis name on the books of the corporation on the record date set by the Board of\nDirectors.\n\nSECTION 3. QUORUM. Any number of stockholders together holding at least a\nmajority of the stock issued and outstanding, who shall be present in person or\nrepresented by proxy at any meeting duly called, shall be requisite to and shall\nconstitute a quorum for the transaction of business, except as otherwise\nprovided by law, by the certificate of incorporation or by these bylaws.\n\nSECTION 4. ADJOURNMENT OF MEETINGS. If less than a quorum shall be in attendance\nat the time for which a meeting shall have been called, the meeting may be\nadjourned from time to time by a majority vote of the stockholders present or\nrepresented by proxy for a period of not exceeding one month at any one time,\nwithout any notice other than by announcement at the meeting, until a quorum\nshall attend. Any meeting at which a quorum is present may also be adjourned, in\nlike manner, for such time or upon such calls as may be determined by vote. At\nany adjourned meeting at which a quorum shall attend, any business may be\ntransacted which might have been transacted at the meeting as originally called.\n\nSECTION 5. ANNUAL ELECTIONS OF DIRECTORS. The annual meeting of stockholders for\nthe election of directors and the transaction of other business shall be held on\nsuch date and\n\n\n--------------------------------\n(A) Amended to include (1) June 13, 2000 resolution of Executive Committee to \nincrease the membership of that Committee to eleven members, and (2) December \n6, 2000 resolution of Executive Committee to include the Chief Executive \nOfficer of Mirage Resorts as an officer of the Company.\n\nBylaws92500\n\n\n\nat such time as may be determined by resolution of the Board of Directors. If\nany date so determined shall be a legal holiday in the place at which the\nmeeting is to be held, the meeting shall be held on the next succeeding business\nday. At each annual meeting the stockholders shall, by plurality vote, by\nballot, elect a Board of Directors and at any such meeting such other corporate\nbusiness as may properly come before the meeting may be transacted.\n\nSECTION 6. LIST OF STOCKHOLDERS. A full list of the stockholders entitled to\nvote at each election, arranged in alphabetical order, with the residence of\neach and the number of shares held by each, shall be prepared by the Secretary\nand filed in the office where the election is to be held, at least ten (10) days\nbefore the election, and shall at all times during the usual hours of business\nduring such period be open to the examination of any stockholder, for any\npurpose germane to the meeting. The list shall also be produced and kept at the\ntime and place of the meeting during the whole time thereof, and may be\ninspected by any stockholder who is present.\n\nSECTION 7. SPECIAL MEETING - HOW CALLED. Special meetings of the stockholders\nmay be called (a) by the Chairman of the Board; (b) upon requisition in writing\ntherefor, stating the purposes thereof, delivered to the Chairman of the Board\nor the Secretary and signed either by a majority of the Directors or by the\nholders of at least 10% of the outstanding Common Stock of the Company; or (c)\nby the resolution of the Board of Directors.\n\nSECTION 8. MANNER OF VOTING AT STOCKHOLDERS' MEETINGS. At all meetings of\nstockholders, all questions, except the question of an amendment of the bylaws,\nthe election of directors, and all such other questions, the manner of deciding\nof which is specially regulated by statute, shall be determined by a majority\nvote of the stockholders present in person or represented by proxy. Voting for\nthe election of Directors shall be by ballot. All other voting shall be VIVA\nVOCE, unless otherwise provided by the law, the Chairman of the meeting or these\nbylaws.\n\nSECTION 9. NOTICE OF ALL STOCKHOLDERS MEETINGS. Written notice of each annual\nand special meeting, stating the place, date, and time of the meeting and the\nnature of the business to be considered, shall be given by the Secretary or an\nassistant Secretary not less than ten (10) nor more than sixty (60) days before\nthe meeting to each stockholder entitled to vote at the meeting at his post\noffice address as it appears on the stock records of the corporation, except as\notherwise provided by law, the certification of incorporation or these bylaws.\n\nNo business other than that stated or included in the notice shall be transacted\nat any special meeting of stockholders.\n\nSECTION 10. CLOSING BOOKS. The Chairman of the Board or any officer designated\nby the Board of Directors may close the transfer books of the corporation not\nless than ten (10) nor more than sixty (60) days before the date specified for\nany annual or special meeting of stockholders.\n\nBylaws92500\n\n\n\nSECTION 11. CONSENT IN LIEU OF MEETING. Any action which is required or may be\ntaken at any annual or special meeting of stockholders may be taken without a\nmeeting in accordance with the General Corporation Law of Delaware.\n\n                                   ARTICLE II\n                                    DIRECTORS\n\n\nSECTION 1. FIRST MEETING. Each newly elected Board of Directors may hold their\nfirst meeting for purpose of organization and the transaction of business, if a\nquorum be present, immediately after the annual meeting of the stockholders; or\nthe time and place of such meeting may be fixed by consent in writing of all the\nDirectors, or may be called and held in the manner hereinafter provided for\nspecial meetings.\n\nSECTION 2. ELECTION OF OFFICERS. At such meeting, the Directors shall elect from\ntheir number a Chairman of the Board, a Chairman of the Executive Committee of\nthe Board, a Chief Executive Officer, a Treasurer and a Secretary and may elect\na President, one or more Vice Chairmen of the Board, one or more Vice\nPresidents, one or more assistant Treasurers, one or more Assistant Secretaries,\na Controller, a General Counsel, and a Chief Executive Officer for the Mirage\nResorts, Incorporated subsidiary, who need not be directors. The same person may\nhold more than one (1) office. Such officers shall hold office until the next\nannual election of officers and until their successors are elected and qualify,\nunless sooner removed as hereinafter provided.\n\nSECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors may be\nheld without notice at such places and times as shall be determined from time to\ntime by resolution of the Board of Directors.\n\nSECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be\ncalled by the Chairman of the Board, and on the written request of any two\nDirectors shall be so called, on twenty four (24) hour notice, which may be\nwritten or oral.\n\nSECTION 5. NUMBER OF DIRECTORS AND QUORUM. The number if Directors shall be not\nless than one nor more than twenty, as may be determined from time to time by\nresolution of the Board of Directors. A majority of the number so determined by\nthe Board of Directors shall constitute a quorum for the transaction of\nbusiness, and the act of a majority of the Directors present at a meeting in the\npresence of a quorum shall constitute the act of the Board of Directors, except\nas otherwise provided by law or certificate of incorporation or these bylaws. If\nless than a quorum shall be in attendance at the time for which said meeting\nshall have been called, those present may, by majority vote, adjourn said\nmeeting to another date certain. Directors need not be stockholders.\n\nSECTION 6. PLACE OF MEETING. The Directors may hold their meetings at such place\nas they may from time to time by resolution determine, within or without the\nState of Delaware, and may participate in such meeting by means of conference\ntelephone or similar\n\nBylaws92500\n\n\n\ncommunications equipment in accordance with the General Corporation Law of\nDelaware.\n\nSECTION 7. CONSENT IN LIEU OF MEETING . Any action which is required or\npermitted to be taken at any meeting of the Board of Directors may be taken\nwithout a meeting in accordance with the General Corporation Law of Delaware.\n\nSECTION 8. GENERAL POWERS OF DIRECTORS. The Board of Directors shall manage the\nbusiness of the corporation or shall direct such management through the officers\nand employees of the corporation, and, subject to the restrictions imposed by\nlaw, the certificate of incorporation or these bylaws, may exercise all the\npowers of the corporation.\n\nSECTION 9. SPECIFIED POWERS OF DIRECTORS. Without prejudice to such general\npowers, it is hereby expressly declared that the Board of Directors shall have\nthe following powers, subject to applicable law, the certificate of\nincorporation and these bylaws:\n\n(1)    To adopt a common seal of the corporation.\n(2)    To make and change regulations, not inconsistent with these bylaws, for\n       the management of the corporation's business and affairs.\n(3)    To purchase or otherwise acquire for the corporation any property, rights\n       or privileges which the corporation is authorized to acquire, at such\n       price or consideration and generally on such terms and conditions, as\n       they think fit.\n(4)    To pay for any property purchased for the corporation either wholly or\n       partly in money, stock, bonds, debentures or other securities for the\n       corporation.\n(5)    To borrow money and to make and issue notes, bonds, debentures, and other\n       negotiable and transferable instruments, mortgages, deeds of trust, and\n       trust agreements, and to do every act and thing necessary to effectuate\n       them.\n(6)    To remove any officer, with or without cause, and in their discretion,\n       from time to time, to devolve the powers and duties of any officer upon\n       any other person for the time being.\n(7)    To appoint and remove or suspend such subordinate officers, employees,\n       agents or factors as they may deem necessary and to determine their\n       duties.\n(8)    To confer upon any officer of the corporation the power to appoint,\n       remove and suspend subordinate officers, agents, employees and factors,\n       and to determine their duties and fix, and from time to time change,\n       their salaries or remuneration and to require security as and when they\n       think fit.\n(9)    To determine who shall be authorized on the corporation's behalf to make\n       and sign bills, notes, acceptances, endorsements, checks, releases,\n       receipts, contracts and other instruments.\n(10)   To determine who shall be entitled to vote in the name and behalf of the\n       corporation upon, or to assign and transfer, any shares of stock, bonds,\n       or other securities of other corporations held by the corporation.\n(11)   To call special meetings of stockholders for any purpose or purposes.\n(12)   To fix and from time to time change the salaries or remuneration of all\n       officers, agents, employees or factors and to require security as and\n       when they think fit.\n\nBylaws92500\n\n\n\n(13)   To fill vacancies in the offices of the Chairman of the Board, Vice\n       Chairman of the Board, President, Vice President, Secretary, Treasurer or\n       Controller, as well as any other vacancies as may exist in the offices of\n       the corporation.\n(14)   To fill vacancies in the Board of Directors.\n\nSECTION 10. COMPENSATION OF DIRECTORS. Directors who receive compensation as\nfull time officers or as full time employees of the corporation or any of its\nsubsidiaries shall receive no compensation for services as Directors. The Board\nof Directors may, by resolution, fix the compensation to be paid to all other\nDirectors for their services as Directors of the corporation, including\nattendance at meetings.\n\nSECTION 11. INTERESTED DIRECTORS. No Contract or transaction between the\ncorporation and one or more of its directors or officers, or between the\ncorporation and any other corporation, partnership, association, or other\norganization in which one or more of its Directors or officers are directors or\nofficers, or have a financial interest, shall be void or voidable solely for\nthis reason, or solely because the Director or officer is present at or\nparticipates in the meeting of the Board of Directors which authorizes the\ncontract or transaction, or solely because his or their votes are counted for\nsuch purpose, if:\n1.   The material facts as to his relationship or interest and as to the\n     contract or transaction are disclosed or are known to the Board of\n     Directors, and the Board of Directors in good faith authorizes the contract\n     or transaction by the affirmative votes of a majority of the disinterested\n     Directors, even though the disinterested Directors be less than a quorum;\n     or\n2.   The material facts as to his relationship or interest and as to the\n     contract or transaction are disclosed or are known to the stockholders\n     entitled to vote thereon, and the contract or transaction is specifically\n     approved in good faith by vote of the holders of a majority of the stock\n     outstanding; or\n3.   The contract or transaction is fair as to the corporation as of the\n     time it is authorized, approved or ratified, by the Board of Directors,\n     a committee thereof, or the stockholders.\nCommon or interested Directors may be counted in determining the presence of a\nquorum at a meeting of the Board of Directors, or of a committee which\nauthorizes the contract or transaction.\n\nSECTION 12. INDEMNIFICATION. The Corporation shall, to the fullest and broadest\nextent permitted by law, indemnify all persons whom it may indemnify pursuant\nthereto. The corporation may, but shall not be obligated to, maintain insurance,\nat its expense, to protect itself and any other person against any liability,\ncost or expense. The foregoing provision of this section shall be deemed to be a\ncontract between the corporation and each person who may be indemnified pursuant\nto this section at any time while this section and the relevant provisions of\nthe general Corporation Law of the State of Delaware and other applicable law,\nif any, are in effect, and any repeal or modification thereof shall not affect\nany rights or obligations then existing with respect to any state of facts then\nor theretofore existing or any action, suit or proceeding theretofore or\nthereafter brought or threatened based in whole or in part upon any such state\nof facts. Notwithstanding the foregoing provisions of this section, the\ncorporation shall not\n\nBylaws92500\n\n\n\nindemnify persons seeking indemnity in connection with any threatened, pending\nor completed action, suit or proceeding voluntarily brought or threatened by\nsuch person unless such action, suit or proceeding has been authorized by a\nmajority of the entire Board of Directors.\n\n                                   ARTICLE III\n                                    OFFICERS\n\nSECTION 1. OFFICERS. The officers of the corporation shall be a Chairman of the\nBoard, a Chairman of the Executive Committee of the Board, one or more Chief or\nCo-Chief Executive Officers, a Treasurer, a Secretary, and may include a\nPresident, one or more Vice Chairman of the Board, one or more Vice Presidents,\none or more Assistant Treasurers, one or more Assistant Secretaries, a\nController, a General Counsel, a Chief Executive Officer for the Mirage Resorts,\nIncorporated subsidiary, and such other officers as the Directors may elect.\n\nSECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at\nall meetings of the Board of Directors and stockholders. The Chairman of the\nBoard shall also have power to call special meetings of the stockholders and\nDirectors, for any purpose or purposes; he shall appoint and discharge, subject\nto the approval of the directors, employees and agents of the corporation,\nprescribe their duties and fix their compensation, and shall make and sign\nbonds, mortgages and other contracts and agreements in the name and behalf of\nthe corporation, except when the Board of Directors by resolution permits the\nsame to be done by some other officer or agent; he shall when so authorized by\nthe Board of Directors, affix the seal of the corporation to any instrument\nrequiring the same, and the same, when so affixed, shall be attested by the\nsignature of the Secretary or an Assistant Secretary or the Treasurer or an\nAssistant Treasurer, or such officer or agent as may be designated by the Board;\nhe shall see that the books, reports, statements, and certificates required by\nthe statute under which the corporation is organized or any other laws\napplicable thereto are properly kept, made and filed according to law; and he is\ngenerally to do and perform all acts incident to the office of Chairman of the\nBoard or which are authorized or required by law. He shall see that all orders\nand resolutions of the Board of Directors are carried into effect subject,\nhowever, to the right of the Directors to delegate any specific powers except\nsuch as may by statute be exclusively conferred upon the Chairman of the Board\nto any other officer or officers of the corporation. He shall have such other\npowers and duties as may be conferred upon him by the Board of Directors and\nshall report directly to the Board of Directors.\n\nSECTION 3. CHAIRMAN OF THE EXECUTIVE COMMITTEE OF THE BOARD.\nThe Chairman of the Executive Committee of the Board shall preside at all\nmeetings of the Executive Committee. He shall have such powers and duties as may\nbe conferred upon him by the Board of Directors and shall perform all of the\nduties commonly incident to such office.\n\nSECTION 4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have the\nsame authority to act on behalf of the corporation as the President, and in\naddition, the Chief\n\nBylaws92500\n\n\n\nExecutive officer shall have full authority to execute proxies on behalf of the\ncorporation, to vote stock owned by it in any other corporation, and to execute\npowers of attorney appointing other corporations, partnerships or individuals as\nthe agent of the corporation. The Chief executive officer shall be subject to\nthe control of the Board of Directors. In the event of a difference of opinion\nbetween the Chief Executive Officer and the President, the decision of the Chief\nExecutive Officer shall prevail.\n\nSECTION 5. PRESIDENT. The President, if any shall have the powers and duties as\nmay be conferred upon him by the Board of Directors\n\nSECTION 6. VICE CHAIRMAN OF THE BOARD. Each Vice Chairman of the Board, if any,\nshall have the powers and duties as may be conferred upon him by the Board of\nDirectors and shall perform all of the duties commonly incident to said office.\n\nSECTION 7. VICE PRESIDENTS. Each Vice President, if any, shall have such powers\nand shall perform such duties as may be assigned to him by the Board of\nDirectors, provided that one of the Vice Presidents may be designated the Chief\nFinancial Officer of the Corporation. In the case of a death, absence or\ndisability of the President, the duties of the office of the President shall be\nperformed by the Vice Presidents in the order of priority established by the\nBoard, unless and until the Board of Directors shall otherwise direct.\n\nSECTION 8. SECRETARY. The Secretary shall give, or cause to be given, notice of\nall meetings of stockholders and Directors, and all other notices required by\nlaw or by these bylaws, and in case of his absence or refusal or neglect so to\ndo, any such notice may be given by any person thereunto directed by the\nChairman of the Board, or by the Directors or stockholders upon whose\nrequisition the meeting is called as provided in these bylaws. He shall record\nall the proceedings of the meeting of the corporation and of the Directors (and\nwhen requested of the Executive and any standing committee) in a book to be kept\nfor that purpose, and shall perform such other duties as may be assigned to him\nby the Directors or the Chairman of the Board. He shall have the custody of the\nseal of the corporation. He shall be sworn to the faithful discharge of his\nduties.\n\nSECTION 9. ASSISTANT SECRETARIES. Each assistant Secretary, if any, shall have\nsuch powers and shall perform such duties as may be assigned to him by the Board\nof Directors. In the case of the death, absence or disability of the Secretary,\nthe duties of the office of Secretary shall be performed by the assistant\nSecretaries in the order of priority established by the Board, unless and until\nthe Board of Directors shall otherwise direct.\n\nSECTION 10. TREASURER. The Treasurer shall have the custody of all funds,\nsecurities, evidences of indebtedness and other valuable documents of the\ncorporation, and shall deposit the same in the name and to the credit of the\ncorporation in such depositories as may be designated by the Board of Directors.\nHe shall enter or cause to be entered in books of the corporation to be kept for\nthat purpose full and accurate accounts of all monies received on account of the\ncorporation, and, whenever required by the Chairman of the Board or the\nDirectors, he shall render a statement of his cash accounts; he shall, unless\notherwise determined by the Directors, have charge of the original stock books,\n\nBylaws92500\n\n\n\ntransfer books and stock ledgers, and act as transfer agent in respect of the\nstock and securities of the corporation; and he shall perform all of the other\nduties incident to the office of the Treasurer.\n\nSECTION 11. ASSISTANT TREASURERS. Each Assistant Treasurer, if any, shall have\nsuch powers and shall perform such duties as may be assigned to him by the Board\nof Directors. In the case of the death, absence or disability of the Treasurer,\nthe duties of the office of Treasurer shall be performed by the Assistant\nTreaurer in the order of priority established by the Board, unless and until the\nBoard of Directors shall otherwise direct.\n\nSECTION 12. CONTROLLER. The Controller, if any, shall be responsible for the\nmaintenance of adequate accounting records of all assets, liabilities, and\ntransactions of the Corporation. The Controller shall prepare and render such\nbalance sheets, income statements and other financial reports as the Board of\nDirectors or the Chairman of the Board may require, shall disburse the funds of\nthe corporation as may be ordered by the Board of Directors, and shall perform\nsuch other duties as may be assigned to him by the Board of Directors.\n\nSECTION 13. ASSISTANT CONTROLLERS. Each Assistant Controller, if any, shall have\nsuch powers and shall perform such duties as may be assigned to him by the Board\nof Directors. In the case of the death, absence or disability of the Controller,\nthe duties of the Office of the Controller shall be performed by an assistant\nController in the order of priority established by the Board of Directors unless\nand until the Board of Directors shall otherwise direct.\n\nSECTION 14. GENERAL COUNSEL. The General Counsel, if any, shall have such powers\nand shall perform such duties as may be assigned by the Board of Directors or\nthe Chairman of the Board and shall perform all of the duties commonly incident\nto such office.\n\nSECTION 15. CHIEF EXECUTIVE OFFICER FOR THE MIRAGE RESORTS, INCORPORATED\nSUBSIDIARY. The Chief Executive Officer for Mirage Resorts, Incorporated shall\nhave such powers and shall perform such duties as may be assigned by the Board\nof Directors or the Chairman of the Board and shall perform all of the duties\ncommonly incident to such office.\n\nSECTION 16. ABSENCE OF OFFICER. In the case of the absence of any officer of the\nCorporation or for any other reason that the Board of Directors may deem\nsufficient, the Board may delegate the powers and duties of such officer to any\nother officer or to any Director for the time being.\n\n\n                                   ARTICLE IV\n                                  RESIGNATIONS\n                              FILLING OF VACANCIES\n\nSECTION 1. RESIGNATIONS. Any Director, member of a committee or other officer\nmay resign at any time, subject to any applicable contract provisions. Such\nresignation shall be made in writing, and shall take effect at the time\nspecified therein, and if no time be specified at the time of its receipt by the\nChairman of the Board, President or Secretary.\n\nBylaws92500\n\n\n\nThe acceptance of a resignation shall not be necessary to make it effective,\nunless expressly so provided in the resignation.\n\nSECTION 2. FILLING OF VACANCIES. If the office of any member of a committee or\nof any officer or agent becomes vacant, the Directors in office, although less\nthan a quorum, may appoint any qualified person to fill such vacancy, who shall\nhold office for the unexpired term and until his successor shall be duly chosen.\nA vacancy in the Board of Directors may be filled by the stockholders or by the\nDirectors in office (although less than a quorum) or by a sole remaining\nDirector.\n\n                                    ARTICLE V\n                                  CAPITAL STOCK\n\nSECTION 1. ISSUE OF CERTIFICATES OF STOCK. Certificates of the shares of the\ncapital stock of the corporation shall be in such form as shall be approved by\nthe Board of Directors. They shall be numbered and shall be entered in the books\nof the corporation as they are issued and shall exhibit the holders' name and\nthe number of shares. Each stockholder shall be entitled to a certificate of his\nstock under the seal of the corporation, signed by the Chairman of the Board,\nPresident or a Vice President, and also by the Secretary or an Assistant\nSecretary, or by the Treasurer or an Assistant Treasurer. Any or all of such\nsignatures may be a facsimile. No stock certificate shall be valid unless\ncountersigned and registered in such manner, if any, as the Directors shall by\nresolution prescribe.\n\nSECTION 2. TRANSFER OF SHARES. The shares of stock of the corporation shall be\ntransferable only upon its books by the holders thereof in person or by their\nduly authorized attorneys or legal representatives; and upon such transfer the\nold certificates shall be surrendered to the corporation by the delivery thereof\nto the person in charge of the stock and transfer books and ledgers, or to such\nother persons as the Board of Directors may designate, by whom they shall be\ncancelled, and new certificates shall thereupon be issued. A record shall be\nmade of each transfer. The Board of Directors may appoint a transfer agent and\nalso may appoint a registrar of transfer and may require all stock certificates\nto bear their signatures.\n\nSECTION 3.DIVIDENDS. The Board of Directors may declare dividends from the\nsurplus or net profits arising from the business of the corporation as and when\nit deems expedient. Before declaring any dividend, there may be reserved out of\nthe accumulated profits, such sum or sums as the Board of Directors from time to\ntime in its discretion considers proper for working capital or as a reserve fund\nto meet contingencies or for such other purposes as the Board of Directors shall\nthink conductive to the interests of the corporation. The Board of Directors may\nclose the transfer books not more than sixty (60) days next preceding the day\nappointed for the payment of any dividend.\n\nSECTION 4. LOST CERTIFICATES. Any person claiming a certificate of stock to be\nlost or destroyed shall make an affidavit or affirmation of that fact, and if\nrequested to do so by the Board of Directors, may require, and shall advertise\nsuch fact in such manner as the Board of Directors may require, and shall give\nthe corporation a bond of indemnity in such sum as the Board of Directors may\ndirect, but not less than double the value of the\n\nBylaws92500\n\n\n\nstock represented by such certificate, in form satisfactory to the Board of\nDirectors and to the transfer agent and registrar of the corporation, and with\nor without sureties as the Board of Directors with the approval of the transfer\nagent and registrar of the Corporation may prescribe; whereupon, the President\nor a Vice President and the Treasurer or an Assistant Treasurer, or the\nSecretary or an Assistant Secretary, may cause to be issued a new certificate of\nthe same tenor and for the same number of shares as the one alleged to have been\nlost or destroyed, but always subjected to the approval of the Board of\nDirectors.\n\nSECTION 5. RULES AS TO ISSUES OF CERTIFICATES. The Board of Directors may make\nsuch rules and regulations as it may deem expedient concerning the issue,\ntransfer and registration of certificates of stock of the Corporation. Each and\nevery person accepting from the corporation certificates of stock therein shall\nfurnish the corporation a written statement of his or her residence or post\noffice address.\n\nSECTION 6. HOLDERS OF STOCK. The Board of Directors shall be entitled to treat\nthe holder of record of any share or shares of stock as the holder in fact\nthereof, and accordingly shall not be bound to recognize any equitable or other\nclaim to, or interest in, such shares on the part of any other person, whether\nor not it shall have express or other notice thereof, save as expressly provided\nby law.\n\n\n                                   ARTICLE VI\n                                   AMENDMENTS\n\nSECTION 1. AMENDMENTS OF BYLAWS. The Board of Directors by affirmative vote of a\nmajority of the Directors, or the stockholders by the affirmative vote of the\nholders of a majority of the stock issued and outstanding and entitled to vote\nif the substance of the proposed amendment shall have been stated in the notice\nof the meeting of stockholders, may amend or alter any of these bylaws.\n\n\n                                   ARTICLE VII\n                               EXECUTIVE COMMITTEE\n\n\nSECTION 1. MEMBERSHIP. The Board of Directors may, by a resolution passed by a\nmajority vote of the whole Board of Directors, designate not less than one nor\nmore than eleven (one of whom shall be the Chairman of the Board of the\nCorporation) of their number to constitute an Executive Committee. The Board of\nDirectors may designate one or more Directors as alternative members of the\nExecutive Committee, who may replace any absent or disqualified member at any\nmeeting of the committee. If a member and his alternate are absent or\ndisqualified, the members and alternate members thereof present at any meeting,\nwhether or not they shall constitute a quorum, may unanimously appoint another\nmember of the Board of Directors to act at the meeting.\n\nBylaws92500\n\n\n\nSECTION 2. POWERS. The Executive Committee shall have and exercise all of the\npowers and authority of the Board of Directors as may be lawfully delegated with\nthe respect to the management of the business and affairs of the corporation and\nshall have the power and authority to authorize the issuance of stock, to\ndeclare a dividend, and to authorize the seal of the corporation to be affixed\nto all papers which may require it. During the intervals between the meetings of\nthe Board of Directors, subject to the provisions of applicable law, the\nExecutive Committee shall possess and may exercise all the powers of the Board\nof Directors in the management and direction of the business and conduct of the\naffairs of the corporation in such manner as the Executive Committee may deem\nbest for the interest of the corporation, in all cases in which specific\ncontrary directions shall not have been given by the Board of Directors. The\nexercise of any such powers by the Executive Committee may be accepted as a\nconclusive presumption that the Board of Directors was not then in session by\nany person not having notice to the contrary. Except as specifically provided to\nthe contrary in these bylaws or by law, any powers or authority granted to the\nBoard of Directors by these bylaws shall additionally be deemed to be granted to\nthe Executive Committee.\n\nSECTION 3. REPORTS AND RECORDS. The Board of Directors shall appoint one of the\nmembers of the Executive Committee to be Chairman of the Executive Committee.\nAll acts and resolutions of the Executive Committee shall be recorded in a\nminute book to be kept with the books and records of the corporation. The\nExecutive Committee shall fix its own rules at stated times or on notice to all\nby any one of their number or by resolution of the Board of Directors. A\nmajority of the members of the Executive Committee shall be necessary to\nconstitute a quorum for the transaction of business, and the action of a\nmajority of those present at a meeting at which a quorum is present shall be the\nact of the committee. The Secretary of the corporation shall act as secretary of\nthe Executive Committee, or in his absence or incapacity the Executive Committee\nmay appoint a secretary to act in his place. The Board of Directors may fix the\ncompensation of members of the Executive Committee for their services as such,\nbut unless so fixed, the members of the Executive Committee shall be entitled to\nany compensation for their services as such.\n\n                                  ARTICLE VIII\n                                AUDIT COMMITTEE.\n\nSECTION 1. MEMBERS. The Board of Directors may, by a resolution passed by a\nmajority vote of the entire Board, designate two or more of their members to\nconstitute an Audit Committee. The Audit Committee shall be comprised of\nDirectors deemed by the Board of Directors independent of management and free\nfrom any relation that, in the opinion of the board of directors, would\ninterfere with the exercise of independent judgement as a Committee member. Any\nmember of the Audit Committee may be removed, with or without cause, at any\ntime, by a majority vote of the Board of Directors. Any vacancy on the Committee\nshall be filled by a majority vote of the Board of Directors.\n\nSECTION 2. ORGANIZATION. The Board of Directors shall appoint one of the members\nof the Audit Committee to be Chairman of the Audit Committee. The Audit\nCommittee shall fix\n\nBylaws92500\n\n\n\nits own rules and procedures and shall meet where and as provided by such rules\nas stated times or on notice to all members, or by resolution of the Board of\nDirectors. A majority of the members of the Audit Committee shall constitute a\nquorum for the transaction of business, and the action of a majority of those\npresent at a meeting at which a quorum is present shall be the act of the\nCommittee. The Board of Directors may fix the compensation of members of the\nAudit Committee for their services as such, but unless so fixed, the members of\nthe Audit Committee shall not be entitled to any compensation for their services\nas such.\n\nSECTION 3. DUTIES. The Audit Committee shall meet at least twice a year: once on\nor about the commencement date of the Audit by independent auditors of the\ncorporation's accounts and once on or about the completion date of such audit.\nThe Audit Committee shall meet more often if necessary or desirable, whenever\nsuch meetings are called by the Chairman of the Audit Committee or the Chairman\nof the Board or President. The Audit Committee shall recommend to the Board of\nDirectors each year the auditors for the following year to be presented to the\nstockholders for approval. The Audit Committee also shall pass upon the breadth,\nscope and adequacy of the Audit and the accounting practices and procedures of\nthe corporation, including the breadth, scope and adequacy of internal auditing\npolicies. The Audit Committee shall make any recommendations which, in its\njudgment, should receive the attention of the Board of Directors of the\ncorporation. All acts and resolutions of the Audit Committee shall be recorded\nin a minute book to be kept with books and records of the corporations.\n\n\n                                   ARTICLE IX\n                            MISCELLANEOUS PROVISIONS\n\nSECTION 1. FISCAL YEAR. The fiscal year of the corporation shall commence on\nJanuary 1 in each year.\n\nSECTION 2. REGISTERED OFFICE. The registered office of the corporation shall be\nestablished and maintained at the office of the Corporation Trust Company, at\nNo. 100 West Tenth Street, in the City of Wilmington, County of New Castle, in\nthe State of Delaware; The Corporation Trust Company shall be the registered\nagent of the corporation in charge thereof. A duplicate stock ledger shall be\nkept at such office.\n\nSECTION 3. OTHER OFFICES. The corporation shall, in addition to its registered\noffice in the State of Delaware, establish and maintain an office or offices at\nsuch other place or places as the Board of Directors may from time to time find\nnecessary or desirable.\n\nSECTION 4. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these\nbylaws to be given, personal notices is not meant unless expressly so stated;\nand any notice so required shall be deemed to be sufficient if given by\ndepositing it in a post office box in a sealed post-paid wrapper addressed to\nthe person entitled thereto at his post office address, as shown on the stock\nbook of the corporation in the case of a stockholder, and to his last known post\noffice address, if he is not a stockholder, and such\n\nBylaws92500\n\n\n\nnotice shall be deemed to have been given on the day of such mailing. Any notice\nrequired to be given under these bylaws may be waived by the person entitled\nthereto.\n\nSECTION 5. INSPECTION OF BOOKS. The Board of Directors shall determine from time\nto time whether and, if allowed, when and under what conditions and regulations\nthe accounts and books of the corporation (except such as may, by statute, be\nspecifically open to inspection) or any of them shall be open to the inspection\nof the stockholders, and the stockholders' rights in this respect are and shall\nbe restricted and limited accordingly.\n\nSECTION 6. RECORD DATE, VOTING RIGHTS AND PRIVILEGES. The Board of Directors may\nfix in advance a record date for the determination of stockholders entitled to\nany voting rights or other privileges, all as permitted by the General\nCorporation Law of the State of Delaware.\n\nSECTION 7. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution\npassed by a majority of the Board of Directors, designate one or more\ncommittees, each consisting of one or more Directors, to serve at the pleasure\nof the Board of Directors. The Board of Directors may designate one or more\nDirectors as alternate members of any committee, who may replace any absent or\ndisqualified member at any meeting of the committee.\n\nBylaws92500\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8212],"corporate_contracts_industries":[9530],"corporate_contracts_types":[9573,9574],"class_list":["post-41549","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mgm-mirage-inc","corporate_contracts_industries-travel__lodging","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41549","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41549"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41549"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41549"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41549"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}