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EXHIBIT 3(a)

Amendment to Section 4.15 of Article IV of
the Amended and Restated Code of Bylaws, as amended,
of The Sands Regent,
a Nevada corporation

Section 4.15 of Article IV of the Amended and Restated Code of Bylaws of
this corporation, as amended, is hereby amended to read in its entirety as
follows:

Section 4.15. Indemnification of officers, directors, employees and
agents.

a. The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding if he
or she:

(1) Is not liable pursuant to NRS 78.138; or

(2) Acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person is liable pursuant to
NRS 78.138 or did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, or that, with respect to any criminal action or proceeding, he or
she had reasonable cause to believe that his or her conduct was unlawful.

b. The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys fees actually and
reasonably incurred by him or her in connection with the defense or settlement
of the action or suit if he or she:
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(1) Is not liable pursuant to NRS 78.138; or

(2) Acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation.

Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

c. To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections a and b, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him or her
against expenses, including attorneys fees, actually and reasonably incurred
by him or her in connection with the defense.

d. Any indemnification pursuant to subsections a, b or c unless ordered by
a court or advanced pursuant to subsection e, may be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:

(1) By the stockholders;

(2) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;

(3) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or

(4) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.

e. The expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to

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be indemnified by the corporation. The provisions of this subsection do
not affect any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any contract or
otherwise by law.

f. Indemnification pursuant to subsections a, b and c, the advancement of
expenses pursuant to subsection e, or as ordered by a court:

(1) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles
of incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his or her official capacity or
an action in another capacity while holding his or her office, except that
indemnification, unless ordered by a court pursuant to subsections a and b, for
the advancement of expenses made pursuant to subsection e, may not be made to
or on behalf of any director or officer if a final adjudication establishes
that his or her acts or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of action.

(2) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

g. The corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him or her and liability and expenses incurred by
him in his or her capacity as a director, officer, employee or agent, or
arising out of his or her status as such, whether or not the corporation has
the authority to indemnify him or her against such liability and expenses.

h. The other financial arrangements made by the corporation pursuant to
subsection g may include the following:

(1) The creation of a trust fund;

(2) The establishment of a program of self-insurance;

(3) The securing of its obligation of indemnification by granting a
security interest or other lien on any assets of the corporation.

(4) The establishment of a letter of credit, guaranty
or surety.

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No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.

i. Any insurance or other financial arrangement made on behalf of a person
pursuant to subsections g and h may be provided by the corporation or any other
person approved by the board of directors, even if all or part of the other
persons stock or other securities is owned by the corporation.

j. In the absence of fraud:

(1) The decision of the board of directors as to the propriety of the
terms and conditions of any insurance or other financial arrangement made
pursuant to subsections g, h or i and the choice of the person to provide the
insurance or other financial arrangement is conclusive; and

(2) The insurance or other financial arrangement:

(i) Is not void or voidable; and

(ii) Does not subject any director approving it to personal liability for
his action, even if a director approving the insurance or other financial
arrangement is a beneficiary of the insurance or other financial arrangement.

Dated: February 11, 2002

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