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Title: |
Bylaws |
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Entities: |
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Date: |
2005 |
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Size: |
52KB total |
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$38 |
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ID: |
#1521223 |
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BYLAWS
OF
POKERTEK, INC.
As Amended and Restated
Through July 29, 2005
TABLE OF CONTENTS TO BYLAWS
OF
POKERTEK, INC.
(As Amended and Restated Through July 29, 2005)
| Page | ||||
|
ARTICLE 1 OFFICES |
1 | |||
|
Section 1. |
Principal and Registered Office |
1 | ||
|
Section 2. |
Other Offices |
1 | ||
|
ARTICLE 2 MEETINGS OF SHAREHOLDERS |
1 | |||
|
Section 1. |
Place of Meeting |
1 | ||
|
Section 2. |
Annual Meeting |
1 | ||
|
Section 3. |
Substitute Annual Meeting |
1 | ||
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Section 4. |
Special Meetings |
1 | ||
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Section 5. |
Notice of Meetings |
1 | ||
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Section 6. |
Notice of Shareholder Proposals and Nominees for Election as Directors |
2 | ||
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Section 7. |
Quorum |
3 | ||
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Section 8. |
Shareholders List |
3 | ||
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Section 9. |
Voting of Shares |
3 | ||
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Section 10. |
Proxies |
3 | ||
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Section 11. |
Inspectors of Elections |
3 | ||
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Section 12. |
Conduct of Meetings |
4 | ||
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Section 13. |
Attendance by Electronic Means |
4 | ||
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ARTICLE 3 BOARD OF DIRECTORS |
4 | |||
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Section 1. |
General Powers |
4 | ||
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Section 2. |
Number, Term and Qualification |
4 | ||
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Section 3. |
Removal |
5 | ||
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Section 4. |
Vacancies |
5 | ||
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Section 5. |
Compensation |
5 | ||
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Section 6. |
Chairman and Vice Chairman of the Board of Directors |
5 | ||
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ARTICLE 4 MEETINGS OF DIRECTORS |
5 | |||
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Section 1. |
Annual and Regular Meetings |
5 | ||
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Section 2. |
Special Meetings |
5 | ||
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Section 3. |
Notice of Meetings; Waiver of Notice |
5 | ||
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Section 4. |
Quorum |
6 | ||
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Section 5. |
Manner of Acting |
6 | ||
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Section 6. |
Presumption of Assent |
6 | ||
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Section 7. |
Action Without Meeting |
6 | ||
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Section 8. |
Meeting by Communications Device |
6 | ||
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ARTICLE 5 COMMITTEES |
6 | |||
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Section 1. |
Election and Powers |
6 | ||
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Section 2. |
Removal; Vacancies |
7 | ||
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Section 3. |
General Committee Matters |
7 | ||
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Section 4. |
Minutes |
7 | ||
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ARTICLE 6 OFFICERS |
7 | |||
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Section 1. |
Titles |
7 | ||
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Section 2. |
Election and Appointment; Term |
7 | ||
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Section 3. |
Removal |
7 | ||
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Section 4. |
Vacancies |
7 | ||
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Section 5. |
Compensation |
7 | ||
i
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Section 6. |
Chief Executive Officer |
7 | ||
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Section 7. |
President |
8 | ||
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Section 8. |
Other Officers |
8 | ||
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Section 9. |
Bonds |
8 | ||
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Section 10. |
Voting Upon Stocks |
8 | ||
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ARTICLE 7 CERTIFICATES FOR SHARES AND THEIR TRANSFER |
8 | |||
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Section 1. |
Certificates for Shares and Stock Transfer Records |
8 | ||
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Section 2. |
Regulations |
8 | ||
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Section 3. |
Fixing Record Date |
9 | ||
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Section 4. |
Lost, Stolen or Destroyed Certificates |
9 | ||
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ARTICLE 8 INDEMNIFICATION OF DIRECTORS AND OFFICERS |
9 | |||
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Section 1. |
Indemnification Provisions |
9 | ||
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Section 2. |
Definitions |
9 | ||
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Section 3. |
Settlements |
9 | ||
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Section 4. |
Litigation Expense Advances |
10 | ||
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Section 5. |
Approval of Indemnification Payments |
10 | ||
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Section 6. |
Suits by Claimant |
10 | ||
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Section 7. |
Consideration; Personal Representatives and Other Remedies |
10 | ||
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Section 8. |
Scope of Indemnification Rights |
10 | ||
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ARTICLE 9 GENERAL PROVISIONS |
10 | |||
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Section 1. |
Dividends and other Distributions |
10 | ||
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Section 2. |
Seal |
11 | ||
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Section 3. |
Contracts; Loans; Checks; Deposits |
11 | ||
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Section 4. |
Fiscal Year |
11 | ||
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Section 5. |
Amendments |
11 | ||
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Section 6. |
Applicability of Antitakeover Statutes |
11 | ||
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Section 7. |
Definitions |
11 | ||
ii
BYLAWS
OF
POKERTEK, INC.
(As Amended and Restated Through July 29, 2005)
ARTICLE 1 OFFICES
Section 1. Principal and Registered Office. The principal office of the corporation shall be located at Mecklenburg County, North Carolina or at such other place as the board of directors may from time to time determine. The registered office of the corporation may, but need not, be the same as the principal office.
Section 2. Other Offices. The corporation may have offices at such other places, either within or without the State of North Carolina, as the board of directors may from time to time determine or as the affairs of the corporation may require.
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