Bylaws

BYLAWS FOR THE CASINO DIRECT MARKETING ASSOCIATION
ARTICLE I - NAME

Section 1. The name of this Association shall be the Casino Direct Marketing Association, Incorporated.

ARTICLE II - MISSION STATEMENT/VISION/OBJECTIVES

Section 1.  Mission Statement. The Casino DMA is the premier association in the field of casino direct marketing. Casino DMA provides leadership in encouraging growth and profitability of casinos that use direct marketing methods and the suppliers to those casinos; assures that its members adhere to high ethical standards; and advances the interests of its members globally to consumers, businesses, the media and governments. 

Section 1A.  Vision. The Casino DMA willl shape the way that casinos apply direct marketing methods to all marketing and selling, and promote the receptivity to those methods by providing strong leadership and programming in: government and public affairs and representation; public relations and communications; adherence to established ethical guidelines; self-regulation; leveraging of new technologies; exploration of new markets; identification and promotion of new and best practices; collection and dissemination of quality research and information; and production of superior conferences, seminars, and forums.

Section 2.  Objectives. Four concrete goals implement the vision, continue to strengthen Casino DMA, and add value to Casino DMA membership in a fiscally responsible manner as set by the Casino DMA Board of Directors:

(1) Promote an environment in which users of direct marketing and their suppliers will develop the necessary skills and have attractive opportunities to prosper; help identify and seize those opportunities.

(2) Assist members to understand consumer and business customer needs and concerns regarding direct marketing and confirm that members respect and act on those needs and concerns.

(3) Create and maintain a bridge of trust to consumers and nurture a mutually beneficial relationship. 

Section 3.  The Casino DMA is organized on a non-profit basis and shall not make or declare dividends.

Section 4.  The duration of the Casino DMA shall be perpetual.

Section 5.  No part of the net earnings of the Casino DMA shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Casino DMA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Bylaws. No substantial part of the activities of the Casino DMA shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Casino DMA shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Casino DMA shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Casino DMA.

Upon the dissolution of the Casino DMA, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III - MEMBERSHIP

Section 1.  Any organization, whether incorporated or not, which uses, creates, produces, services or supplies materials for casino direct marketing, and any individual who is a general member, is eligible for membership in the Casino DMA.  

Section 2.  Classes - The membership of the Casino DMA shall be classified as follows:  

(1) CASINO MEMBERSHIP (Black Chip) of the Casino DMA shall consist of companies or corporations that are commercial casinos, Native American casinos, Riverboat casinos or Horse or Dog Tracks that offer machine or table gaming. 

(2) INDUSTRY PARTNER MEMBERSHIP (Red Chip) of the Casino DMA shall consist of vendor companies and the employees of a vendor company who are certified in writing by the industry partner member to the Casino DMA to receive the benefits described in Section 4 of this Article, and who are included in the basic dues paid by the company.  The number of regular members that a company member shall be entitled to shall be determined by the formula contained in the then current dues schedule maintained by the Casino DMA.

(3) INDIVIDUAL MEMBERSHIP (Green Chip) of the Casino DMA shall consist of Educators, Consultants, Writers, Regulators, Students and others who have an interest in casino direct marketing. Individual members will receive the benefits described in Section 4 of this Article other than the rights to vote and to hold office. 

 (4) EDUCATIONAL AND TRADE ASSOCIATION MEMBERSHIP (Blue Chip) of the Casino DMA shall include all duly licensed educational institutions and those persons actively engaged in the profession of teaching on a college level or its equivalent, and trade Casino DMAs whose membership includes a substantial segment of members having an interest in direct mail or direct marketing, who will receive the benefits described in Section 4 of this Article other than the rights to vote and to hold office.  

(5) GENERAL MEMBERSHIP shall include all other forms of membership not contained in these bylaws, whether organizations or individuals, including different subclasses of members as determined by the Casino DMA, however denominated. Such members will receive benefits described in Section 4 of this Article as determined by the Casino DMA, other than the rights to vote and to hold office.

 (6) VOTING MEMBERSHIP - One of the members (casino or industry) from each company shall be designated as the voting member, certified by the company member to the Casino DMA to be its official representative in all the affairs of the Casino DMA, including the holding of office therein during the term of such certification. Any change by a company member of such a certification shall be effective upon the receipt by the Casino DMA of a written notice thereof from the company member at least ten (10) days prior to any regular or special meeting.

 Section 3.  In case of doubt or conflict, the Casino DMA Board of Directors shall determine the proper classification of each member and such determination shall be final. 

Section 4.  Benefits - Company members shall be entitled to the following benefits:  

 (1) To participate in the general activities of the Casino DMA including, through their designated voting member, the right to vote and to hold office.

 (2) To receive bulletins, reports and publications of the Casino DMA. At a charge to be determined, members may order bulletins, reports and publications for other persons in their employ.

 (3) To have access to information and receive the library services of the Casino DMA, and borrow materials there from.

 (4) Individual Members, Educational and Trade Association Members and General Members shall be entitled to all the benefits of this section except the rights to vote and to hold office.

Section 5.  Voting - One of the members (Casino or Industry Partner) from each company shall be designated as the voting member and shall have the right to vote. The vote of the voting member may be cast personally or by a duly designated proxy in accordance with procedures reasonably prescribed by the Casino DMA.  

Section 6.  Admission of Members - Election to membership shall be by the Casino DMA Board of Directors.   When passing upon an application for membership, the Board may consider such factors as the Casino DMA's Guidelines for Ethical Business Practice as administered and reported to the Board by the Ethics Operating Committee and whether the applicant's business conduct is in the best interest of direct marketing and of the Casino DMA.  

Section 7.  Censure, Suspension and Expulsion - For cause, any member may be censured, suspended or terminated.  In such matters, the Board may take into consideration the Casino DMA's Guidelines for Ethical Business Practice, any resolution properly adopted by the Casino DMA or any other conduct prejudicial to the interest of the Casino DMA or which may bring discredit upon the cause of direct marketing or advertising, provided that substantial charges have been made, responsibly, by a member, in writing to the Casino DMA Board of Directors and further provided that a full statement thereof shall be mailed by registered or certified mail to the last recorded address of the member.  Censure, suspension, or expulsion shall result only upon the vote therefor of a majority of the entire membership of the Casino DMA Board of Directors, after a hearing on such charges, whether or not the accused or his representative appears.  

Section 8.  Withdrawal from Membership - Any member may, by giving written notice of such intention, withdraw from membership.  Such notice shall be presented in writing to the Casino DMA and shall become effective sixty (60) days thereafter only upon fulfillment of all obligations to the Casino DMA, including payment in full of all dues currently owed.  

ARTICLE IV - DUES  

Section 1.  The dues shall be determined by the Casino DMA Board of Directors, but only upon at least a two-thirds affirmative vote of the full Casino DMA Board of Directors.  

ARTICLE V - MEETINGS  

Section 1.  Meetings - There shall be an Annual Meeting of the Casino DMA at such time within each calendar year and at such place as the Casino DMA Board of Directors shall fix at least one hundred twenty (120) days in advance for the election of Directors, for receiving the annual reports, and for the transaction of other business.  Notice of such a meeting accompanied by a proposed agenda shall be mailed to the last recorded address of each voting member not more than fifty (50) days nor less than twenty (20) days before the time appointed for the meeting.  Any matter must be added to the subjects to be considered upon the written request of three percent (3%), or more, of the voting members received by the President of the Casino DMA at least thirty (30) days before the time appointed for such meeting.  Notice of such additions shall be mailed to the voting members at least ten (10) days before the meeting.

The Annual Meeting shall constitute the supreme authority over all Casino DMA matters; but no express action or rejection of action by the Casino DMA Board of Directors may be overridden at an Annual Meeting other than by a vote of at least two-thirds (2/3) of the votes cast at the Annual Meeting; and no action may be taken at an Annual Meeting on any matter that does not appear on the final agenda therefor sent to the regular members.

Section 2.  Special Meetings- Special meetings of the Casino DMA may be called by order of the Board of Directors.  Upon the written request of three percent (3%) of the regular members of the Casino DMA, which shall specify the subject sought to be considered, the Board of Directors shall call a special meeting to consider only such specific subjects.  A copy of the notice of any meeting shall be given, personally or by first class mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of the meeting.  

Section 3.  Quorum - Members entitled to cast one hundred (100) votes or ten percent (10%) of the voting members, whichever is lesser, shall constitute a quorum at any meeting of the membership.

Section 4.  Voting - At any meeting of the membership each voting member shall be entitled to cast one vote upon each matter presented for voting at the meeting.  

Section 5.  Rules of Order - The usual parliamentary rules as laid down in "Robert's Rules of Order (newly revised)" shall govern when not in conflict with these Bylaws.  

ARTICLE VI - BOARD OF DIRECTORS

Section 1.  Government of the Casino DMA - The management, affairs, business and concerns of the Casino DMA shall be vested in a Board of Directors consisting of up to seven (7) Directors, each of whom must be a voting member of the Casino DMA, and which may include two (2) ex officio members, consisting of the immediate past Chairman of the Board and the President of the Casino DMA.  The remaining five (5) Directorships shall be elective, three (3) of which shall be filled by Casino members. The chairman who immediately preceded the immediate past Chairman of the Board may not serve on the Executive Committee or Finance Committee. Additionally, all other past chairmen who are voting members of a member company (exclusive of the immediate past Chairman of the Board and the chairman who immediately preceded the immediate past Chairman of the Board) shall be non-voting members of the Board, shall not be included for purposes of determining a quorum and may not serve on the Executive Committee, Committee of Nominations, Finance Committee or Chairman Selection Committee.

Section 2.  Election of Directors - At each Annual Meeting Directors shall be elected to fill the vacant, expired or expiring terms of the elective Directorships, in such manner that, after such election, four of such Directorships shall have a remaining term of two (2) years, three of such Directorships shall have a remaining term of one (1) year.  In each instance the end of the pertinent year shall be measured and determined by the date of the Annual Meeting proximate to it.  The members of the Board of Directors, upon election, shall enter immediately upon the performance of their duties and shall continue in office until the end of the Annual Meeting occurring within the last calendar year of each such term, or until their successors shall be duly elected and qualified. Thereafter, at each Annual Meeting a number of Directors equal to that of those whose terms have expired or are about to expire shall be elected for a term of two (2) years.

No Director shall be elected to serve as such for more than two successive full terms, except that:

(a) any Director who has served fewer than two successive full terms may be re-elected to the Board provided that such Director's length of service in the aggregate does not exceed five (5) years and;

(b) any Director who has attended at least seventy-five (75%) percent of Board of Directors/Executive

Committee meetings during his or her tenure, satisfies a need as determined by the Casino DMA's

Casino DMA's President and Chairman of the Board and is recommended by the Committee on Nominations in accordance with these bylaws may be re-elected for one additional term of up to two (2) years.

Section 3.  The Board of Directors shall elect a Chairman, a Vice Chairman, a Secretary and a Treasurer of the Casino DMA, who shall serve to the end of the next Annual Meeting, or such time as their respective successors are duly elected and take office.  

Section 4.  Duties - The Board of Directors shall have ultimate control and management of the affairs of the Casino DMA, with authority to engage and discharge employees and agents of the Casino DMA, fix salaries and remunerations, admit, censure, suspend and expel members, create and appoint committees, and to do everything necessary and desirable in the conduct of business of the Casino DMA in accordance with the By-laws.  Each member of the Board of Directors shall complete and file with the President of the Casino DMA a disclosure statement regarding potential conflicts of interest and shall annually file a statement of continued accuracy thereof.

Section 5.  Meetings - A regular meeting of the Board of Directors for the election of officers shall be held immediately following the Annual Meeting.  Other meetings of the Board of Directors, held at least three times per year, shall be called by the Chairman of the Board.  The Chairman of the Board may, when he deems necessary, and must at the request in writing of four (4) members of the Board of Directors, issue a call for a special meeting of the Board of Directors, on at least ten (10) days' notice, unless otherwise provided herein.  The Board of Directors or any Committee thereof may hold a meeting by means of a 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 6.  Quorum - A quorum for a meeting of the Board of Directors shall consist of four-sevenths (4/7) of the total number of Directorships, whether or not filled.  Affirmative votes equal in number to at least four-sevenths (4/7) of the total number of authorized Directorships, whether or not filled, shall be required before any measure submitted to the Board of Directors for a vote may be adopted.

Section 7.  Vacancies - The Executive Committee shall determine whether or not a vacancy exists.  Any permanent vacancies that may occur on the Board of Directors by reason of death, resignation, ineligibility, or otherwise, may be filled by the Board of Directors for the unexpired term; any temporary vacancy may be filled by the Board for the period of such vacancy.  Any Director whose Employment affiliation changes during the term of his Directorship shall, upon such change, automatically vacate his position on the Board of Directors effective as of the next succeeding Annual business meeting.  The individual whose resignation was caused thereby shall be eligible for consideration by the Nominating Committee for election to the Board of Directors.  

Section 8.  Absence - Two absences in any calendar year will result in the automatic removal of that member from the Board of Directors and the creation of an immediate vacancy.  

Section 9.  Mail Vote - Whenever, in the judgment of the Board of Directors, any question shall arise which should be put to a vote of the membership, rather than call a special meeting for such purpose, the Directors may, unless otherwise required by these Bylaws, submit such matter to the regular membership in writing by mail for vote and decision, and the question thus presented shall be determined according to a majority of the votes received by mail within thirty (30) days after such submission to the regular membership (each voting member being entitled to one vote upon each matter voted on), provided that in each case votes of at least ten percent (10%) of the members shall be received. The form of ballot and envelope shall be approved by the Board.  Any and all action taken in pursuance of a majority mail vote in such case shall be binding upon the Casino DMA and as against each member thereof.  

Section 10.  Chairman of the Board - The Chairman of the Board shall preside at meetings of the Casino DMA  and of the Board of Directors and of the Executive Committee and shall be a member ex-officio, with right to vote, of all committees, except the Nominating Committee.  The Chairman shall, subject to the approval of the Board, appoint all committees not otherwise provided for. He shall, at the Annual Meeting and at such other times as he deems proper, communicate to the Casino DMA or the Board of Directors such matters and make such suggestions as may in his opinion tend to promote the welfare and increase the usefulness of the Casino DMA, and shall perform such other duties as are necessarily incident to the office of the Chairman of the Board or as may be prescribed by the Board of Directors.

 Section 11.  Vice Chairman - The Vice Chairman shall perform the duties of the Chairman in the event of his temporary disability or absence from meetings. In the event of death or permanent disability of the Chairman and the Vice Chairman, the vacancy caused shall be filled by the vote of the Board of Directors.  

Section 12.  Secretary - The Secretary shall be custodian of the seal and records of the Casino DMA and he shall have power to sign, subject to the approval of the Board of Directors, any and all contracts for and in the name of the Casino DMA, and shall perform such other duties as may be assigned to him by the Board of Directors.  

Section 13.  Treasurer - The Treasurer shall familiarize himself and, from time to time on his own initiative or upon request, advise the Board with respect to the financial affairs of the Casino DMA.

Section 14.  The Secretary and the Treasurer, or any other persons entrusted with the handling of funds or property of the Casino DMA, shall, at the discretion of the Board of Directors, furnish at the expense of the Casino DMA, a Fidelity bond approved by the Board, in such sum as the Board shall prescribe.  

Section 15.  All the aforementioned Officers shall be considered officers of the Casino DMA and shall serve without compensation; any may be interested, directly or indirectly, in contracts or transactions to which the Casino DMA is a party or in which the Casino DMA has an interest, provided however, that a full report thereof is made to the Board by anyone with knowledge.

 ARTICLE VII - EXECUTIVE STAFF

Section 1.  President - There shall be a President who shall be appointed by the Board for such term, not to exceed two (2) years, as the Board of Directors shall determine. The President, subject to the control of the Board of Directors, shall be the chief managerial and administrative officer of the Casino DMA to carry out all policies and directives of the Board of Directors; to supervise and manage all of the business and affairs of the Casino DMA; to employ, direct and supervise the hired personnel of the Casino DMA; to execute agreements reasonably pertinent to the authorized operations of the Casino DMA offices and affairs; to make such reports to the Board of Directors with regard to the exercise of his duties as it shall require or as he shall deem appropriate to make on his own initiative.

Section 2.  Senior Vice Presidents - The President may designate any level and any number of Vice Presidents who shall perform such duties as are assigned to them by the President.  

ARTICLE VIII - COMMITTEES

Section 1.  Executive Committee - There shall be constituted annually an Executive Committee of the Board of Directors consisting of the Chairman, Vice Chairman-Chairman-Elect, Treasurer, Secretary, the President of the Casino DMA, and seven (7) other voting members of the Casino DMA appointed by the Chairman of the Board.  Any vacancy which occurs in the Executive Committee which cannot be filled in accordance with the above shall be filled by appointment by the Chairman from the membership of the Board of Directors.

The Executive Committee shall exercise the powers of the Board of Directors when the Board is not in session, reporting thereon to the Board of Directors at the next succeeding meeting of the Board.  Seven (7) members of the Executive Committee shall constitute a quorum for the transaction of business, and the vote of seven (7) members shall be required in favor of a motion for its adoption. Meetings may be called by the Chairman of the Executive Committee, or by seven (7) members.

The Executive Committee shall have the Casino DMA's accounts audited at least once each year by an independent Certified Public Accountant who shall be approved by the Board of Directors; and the Executive Committee shall report thereon to the Board.  

Section 2.  Committee of Nominations - Within ninety (90) days after the Annual Meeting, the Board of Directors shall appoint a Nominating Committee of five (5) members consisting of the immediate past Chairman, one (1) incumbent Board member, three (3) other members at large, whose duty it shall be to nominate candidates for Director to be elected at the next annual election designating one (1) name for each vacancy.  They shall notify the Board of Directors in writing of the names of such candidates at least ninety (90) days prior to the next Annual Meeting.  Members of the Nominating Committee shall not be eligible for nomination or election to the Board of Directors in the year in which they serve on the Committee.  The Secretary shall then notify the members at large of the selections not more than fifty (50) days, nor less than twenty (20) days before the time appointed for the meeting.

Section 3.  Committee on Ethical Business Policy and Practice - There shall be a Committee on Ethical Business Policy and Practice, appointed by the Board of Directors, of at least three (3) members whose duty it shall be to administer the Guidelines for Ethical Business Practice of the Casino DMA, to make recommendations to the Board of Directors regarding violations thereof, and to render an annual report relating thereto. The Committee on Ethical Business Policy and Practice will develop and recommend guidelines, to create noteworthy ways for the Casino DMA and/or its members under the Casino DMA leadership, to cultivate an environment for casino direct marketing in which people trust casino direct marketers and expect satisfaction when they receive and respond to casino direct marketing efforts.  This committee will also be responsible for developing policy recommendations to the Casino DMA Board of Directors on issues of social matters of concern.

Section 4.  Finance Committee - The Finance Committee shall consist of the President, Chairman of the Board, Treasurer, one (1) additional member of the Board and one (1) non-member of the Board.  The Treasurer shall serve as Chairman. The Committee shall prepare recommendations for the Board of Directors on such matters as the Casino DMA's annual budget, investments and dues increases.  The committee may perform such other duties in connection with the finances of the Casino DMA as the Board of Directors may determine from time to time.

Section 5.  Chairman Selection Committee - The Chairman Selection Committee shall consist of the current Chairman, the immediate past Chairman, the President of the Casino DMA and one (1) other incumbent Board member appointed by the Immediate Past Chairman, whose duty it shall be to select and recommend to the Board of Directors one (1) candidate for Chairman of the Board and one (1) candidate for Vice Chairman, to be voted upon by the Board of Directors.  The Immediate Past Chairman shall be Chairman of the Committee, none of whose members shall be eligible for selection as Chairman of the Board or Vice Chairman in the year in which they serve on the Committee.

Section 6.  Compensation Committee - The Compensation Committee shall consist of the current Chairman, the Immediate Past Chairman who shall serve as the Chairman of the Committee, the Vice Chairman, the Treasurer, the Secretary, the President, and one other member of the Executive Committee named by the Chairman, whose duty it shall be to review the compensation of the President and his recommendations for the members of the senior staff.

ARTICLE IX - BILLS, NOTES AND CHECKS  

Section 1.  All bills, notes, checks or other monetary instruments, negotiable or otherwise, shall be made in the name of the Casino DMA and, when in excess of an amount to be designated by the Board of Directors shall be signed by two (2) authorized persons.  When any such instrument is for less than such designated amount, any authorized person may sign.  

Checks drawn for the Casino DMA's payroll may be signed by the President or such other authorized person as may be designated by the Board of Directors.

ARTICLE X - SEAL  

Section 1.  The Casino DMA shall have a logomark of such design as the Board of Directors may adopt.  

ARTICLE XI - AMENDMENTS  

Section 1.  These Bylaws and appendices may be amended, repealed or altered, in whole or in part, at any Annual or Special Meeting called for that purpose, or by letter ballot, provided that the proposed changes shall first be approved by a majority of the Board of Directors, and a copy thereof mailed to each member at least thirty (30) days prior to the date fixed for counting the ballots, in which case the question thus presented shall be determined according to the votes returned by mail within thirty (30) days after such submission to the membership, provided that in each case  votes of at least ten percent (10%) of the members shall be returned.  

Section 2.  Vote Necessary - It shall require the votes of two-thirds (2/3) of the members present at any meeting convened for the purpose of considering such changes; or the votes of three-fourths (3/4) of the membership votes returned if the vote is taken by mail, in order to adopt any proposed change. Any and all changes thus adopted shall be binding upon the Casino DMA and as against each member thereof.  

Section 3.  Special Procedure - In lieu of the approval of the Board of Directors, as provided in the preceding sections, the By-laws may be amended, repealed or altered at any meeting of the members by a majority vote of all members.  

ARTICLE XII - INDEMNIFICATION

The Casino DMA shall indemnify any person who, by reason of the fact that such person was a member of the Board of Directors, officer or employee of the Casino DMA, including any subsidiary thereof, or served another corporation, in any capacity at the request of the Casino DMA, is or was made, or threatened to be made, a party to:

(1) any threatened, pending or completed action or proceeding, other than one by or in the right of the Casino DMA, to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person served or serves in any capacity at the request of the Casino DMA, against judgments, fines, amounts paid in settlement and reasonable expenses, including reasonable attorney's fees actually and necessarily incurred as a result of such action or proceeding, or any appeal thereof, if such person acted in good faith, for a purpose which he or she reasonably believed to be in, or in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Casino DMA, and, in criminal actions and proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful; or

 (2) any threatened, pending or completed action or proceeding by or in the right of the Casino DMA to procure a judgment in its favor by reason of the fact that he or she is or was a member of the Board of Directors, officer or employee of the Casino DMA, including any subsidiary thereof, or is or was serving at the request of the Casino DMA as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including reasonable attorney's fees, actually and necessarily incurred in connection with the defense or settlement of such action, or in connection with an appeal thereof, if such person acted in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Casino DMA, except that no indemnification under this paragraph shall be made in respect to

 (A) a threatened action, or a pending action which is settled or otherwise disposed of, or

(B) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Casino DMA, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in the view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. Such right of indemnification shall not be deemed exclusive of any other rights to which such member of the Board of Directors, officer or employee may be entitled.Expenses incurred in defending a civil or criminal action or proceeding shall be paid by the Casino DMA in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount upon a determination that such person is not entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the Casino DMA or allowed by the Court exceed the indemnification to which he or she is entitled.

No amendment or repeal of this Article shall apply to or have any effect on the right to indemnification or advancement of expenses provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal.

The Casino DMA shall have power to purchase and maintain insurance on behalf of any person who is or was a member of the Board of Directors, officer or employee of the Casino DMA, including any subsidiary thereof, or is or was serving at the request of the Casino DMA as a director, office, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Casino DMA would have the power to indemnify him or her against such liability under applicable law.