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Filing tables
Filing exhibits
- S-4/A Registration of securities issued in business combination transactions
- 2.4 Purchase Agreement
- 3.5 Articles of Incorporation of Caruthersville Riverboat Entertainment, Inc.
- 3.5 Amendment to Articles of Incorporation
- 3.5 Amendment to Articles of Incorporation
- 3.6 Bylaws of Caruthersville Riverboat Entertainment, Inc.
- 3.7 Certificate of Amended and Restated Articles of Organization
- 3.7 Limited Liability Company Agreement
- 3.8 Certificate of Formation of CP Laughlin Realty, LLC
- 3.8 Certificate of Amendment to the Certificate of Formation
- 3.9 Limited Liability Company Agreement
- 3.9 First Amendment to Limited Liability Company Agreement
- 3.10 Certificate of Formation of Columbia Properties Vicksburg, LLC
- 3.11 Limited Liability Company Agreement
- 3.11 First Amendment to Limited Liability Company Agreement
- 3.12 Certiciate of Formation of JMBS Casino LLC
- 3.13 Limited Liability Company Agreement
- 3.13 First Amendment to Limited Liabilty Company Agreement
- 3.14 Articles of Organization of Columbia Properties Tahoe, LLC
- 3.14 Amended and Restated Articles of Organization
- 3.15 Limited Liability Company Agreement
- 3.15 First Amendment to Limited Liability Company Agreement
- 3.16 Articles of Organization of CP Baton Rouge Casino, L.L.C.
- 3.16 Limited Liability Company Agreement
- 3.17 Articles of Incorporation of Argosy of Louisiana, Inc.
- 3.18 Bylaws of Argosy of Louisiana, Inc.
- 3.19 Articles of Incorporation of Jazz Enterprises, Inc.
- 3.20 Bylaws of Jazz Enterprises, Inc.
- 3.21 Articles of Organization of Centroplex Centre Convention Hotel, L.L.C.
- 3.21 Amended and Restated Articles of Organization
- 3.22 Amended and Restated Operating Agreement of Centroplex Centre Convention Hotel, L.L.C.
- 3.22 First Amendment to Amended and Restated Operating Agreement
- 3.23 Amended and Restated Articles of Partnership
- 3.24 Certificate of Formation of Tahoe Horizon, LLC
- 3.24 Certificate of Amendment to the Certificate of Formation
- 3.25 Limited Liability Company Agreement of Tahoe Horizon, LLC.
- 3.25 First Amendment of Limited Liabilty Company Agreement
- 3.26 Restated Certificate of Incorporation
- 3.27 Restated Certificate of Incorporation
- 3.28 Second Amended and Restated Bylaws of Aztar Corporation
- 3.29 Articles of Incorporation of Aztar Indiana Gaming Corporation
- 3.29 Articles of Amendment to the Articles of Incorporation
- 3.30 Bylaws of Aztar Indiana Gaming Corporation
- 3.31 Articles of Incorporation of Aztar Riverboat Holding Company, LLC
- 3.32 Operating Agreement
- 3.32 First Amendment to Limited Liability Company Agreement
- 3.33 Articles of Incorporation of Aztar Missouri Gaming Corporation
- 3.34 Bylaws of Aztar Missouri Gaming Corporation
- 3.35 Articles of Organization of Aztar Indiana Gaming Corporation
- 3.36 Limited Liability Company Agreement
- 3.36 Amendment No. 1 to Limited Liability Company Agreement
- 3.36 Amendment No. 2 to Limited Liability Company Agreement
- 3.37 Certificate of Incorporation of Aztar Development Corporation
- 3.38 Bylaws of Aztar Development Corporation
- 3.39 Certificate of Incorporation of Ramada New Jersey Holdings Corporation
- 3.39 Certificate of Amendment to the Certificate of Incorporation
- 3.39 Certificate of Amendment to the Certificate of Incorporation
- 3.39 Certificate of Amendment to the Certificate of Incorporation
- 3.39 Certificate of Amendment to the Certificate of Incorporation
- 3.40 Bylaws of Ramada New Jersey Holdings Corporation
- 3.41 Certificate of Incorporation of Atlantic-deauville Inc.
- 3.42 Bylaws of Atlantic-deauville Inc.
- 3.43 Certificate of Incorporation of Adamar Garage Corporation
- 3.44 Bylaws of Adamar Garage Corporation
- 3.45 Certificate of Incorporation of Ramada New Jersey, Inc.
- 3.45 Certificate of Amendment to the Certificate of Incorporation
- 3.46 Bylaws of Ramada New Jersey, Inc.
- 3.47 Certificate of Incorporation of Adamar of New Jersey, Inc.
- 3.47 Certificate of Amendment to the Certificate of Incorporation
- 3.47 Certificate of Amendment to the Certificate of Incorporation
- 3.47 Certificate of Amendment to the Certificate of Incorporation
- 3.48 Amended and Restated Bylaws
- 3.49 Certificate of Incorporation of BNB Mobe-homes, Inc.
- 3.49 Certificate of Amendment to the Certificate of Incorporation of BNB Mobe-homes, Inc.
- 3.49 Certificate of Amendment to the Certificate of Incorporation of Manchester Mall, Inc.
- 3.49 Certificate of Amendment to the Certificate of Incorporation of Manchester Mall, Inc.
- 3.50 Bylaws of Manchester Mall, Inc.
- 3.51 Articles of Incorporation of Ramada Station, Inc.
- 3.51 Certificate of Amendment to the Articles of Incorporation
- 3.51 Certificate of Amendment to the Articles of Incorporation
- 3.51 Certificate of Amendment to the Articles of Incorporation
- 3.52 Bylaws of Ramada Station, Inc.
- 4.2 Second Supplmenetal Indenture
- 5.1 Opinion of Milbank, Tweed, Hadley & Mccloy LLP
- 10.1 Amendment No. 1, Consent, Waiver and Agreement
- 10.2 Amendment No. 1 to the Credit Agreement
- 10.7 Contract of Lease
- 10.7 First Amendment to Contract of Lease
- 10.7 Second Amendment to Contract of Lease
- 10.7 Sale and Assigment of Lease
- 10.8 Contract of Lease
- 10.8 Amendment of Lease
- 10.9 Contract of Lease
- 10.9 Amendment of Lease
- 10.9 Sale and Assigment of Leases
- 10.10 Amended and Restated Lease Agreement
- 10.10 Assignment and Assumption of Lease
- 10.10 First Amendment to Amended and Restated Lease Agreement
- 10.10 Second Amendment to Amended and Restated Lease Agreement
- 10.10 Sublease Agreement
- 10.10 First Amendment to Sublease Agreement
- 10.11 Amended and Restated Master Agreement of Purchase and Sale
- 10.12 Dockage Agreement
- 10.12 First Amendment to Dockage Agreement
- 10.12 Second Amendment to Dockage Agreement
- 10.12 Third Amendment to Dockage Agreement
- 10.12 Assignment of Yacht Club Dockage Agreement and License Agreement
- 10.12 Consent Agreement
- 10.12 Fourth Amendment to Dockage Agreement
- 10.13 Lease Agreement
- 10.14 Agreement Granting Moorage and Other Rights
- 10.14 Assignment of Agreement Granting Moorage and Other Rights
- 10.14 Assignment
- 10.15 Lease Agreement
- 10.15 Assignment of Agreement Granting Moorage and Other Rights
- 10.15.1 Agreement Granting Moorage, Dockage, Berthing and Other Rights
- 10.15.1 Assignment of Agreement Granting Moorage, Dockage, Berthing and Other Rights
- 10.16 Charter Party Agreement
- 10.16 First Amendment to Charter Party Agreement
- 10.16 Second Amendment to Charter Party Agreement
- 10.17 Hotel Lease
- 10.17 First Amendment to Hotel Lease
- 10.17 Second Amendment to Hotel Lease
- 10.18 Evansville Riverboat Landing Lease
- 10.18 Amendment to Evansville Riverboat Landing Lease
- 10.18 Second Amendment to Evansville Riverboat Landing Lease
- 10.18 Memorandum of Understanding
- 10.18 Memorandum of Understanding
- 10.18 Memorandum of Understanding
- 10.18 Memorandum of Understanding
- 10.18 Third Amendment to Evansville Riverboat Landing Lease
- 10.18 Fourth Amendment to Evansville Riverboat Landing Lease
- 10.19 Lease Agreement
- 10.19 First Amendment to Lease Agreement
- 10.19 Second Amendment to Lease Agreement
- 10.19 Third Amendment to Lease Agreement
- 10.19 Fourth Amendment to Lease Agreement
- 10.19 Fifth Amendment to Lease Agreement
- 10.20 Collective Bargaining Agreement
- 10.21 Labor Agreement
- 10.22 Labor Agreement
- 10.23 Collective Bargaining Agreement
- 10.24 Collective Bargaining Agreement
- 12.1 Calculation of Ratio of Earnings to Fixed Charges
- 23.2 Consent of Ernst & Young LLP
- 23.3 Consent of Ernst & Young LLP
- 23.4 Consent of Ernst & Young LLP
- 23.5 Consent of Ernst & Young LLP
- 23.6 Consent of Ernst & Young LLP
- 23.7 Consent of Ernst & Young LLP
- 23.8 Consent of Pricewaterhousecoopers LLP
- 23.9 Consent of Deloitte & Touche LLP
Argosy Of Louisiana similar filings
- 17 Oct 07 Registration of securities issued in business combination transactions (amended)
- 29 Jun 07 Registration of securities issued in business combination transactions
- 5 Apr 01 Registration of securities issued in business combination transactions
- 23 Jul 99 Registration of securities issued in business combination transactions
Filing view
External links
EXHIBIT 3.17
ARTICLES OF INCORPORATION
OF
ARGOSY OF LOUISIANA, INC.
OF
ARGOSY OF LOUISIANA, INC.
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BE IT KNOWN, on this 29th day of July, 1993, before me, the undersigned Notary Public, personally came and appeared:
H. Steven Norton
a resident of full age of majority of the County of Madison, State of Illinois, who declared to me, in the presence of the undersigned competent witnesses, that availing himself of the provisions of the Louisiana Business Corporation Law (Title 12, Chapter 1, Louisiana Revised Statutes of 1950, as revised and codified by Act 105 of 1968, Legislature of Louisiana), he does hereby organized himself, his successors and assigns, into a corporation in pursuant of that law, under and in accordance with the following Articles of Incorporation:
Article I
Corporate Name
Corporate Name
The name of the corporation isARGOSY OF LOUISIANA, INC.
Article II
Corporate Purpose
Corporate Purpose
The Corporation’s purpose is to engage in any lawful activity for which corporations may be formed under the Business Corporation Law of Louisiana.
Article III
Authorized Stock
Authorized Stock
The Corporation is authorized to issue 10,000 shares of stock at no par value.
Article IV
Incorporator
Incorporator
The incorporator’s name and address is:
H. Steven Norton
219 Piasa Street
Alton, Illinois 62002
219 Piasa Street
Alton, Illinois 62002
Article V
Corporation Action by Shareholders
Corporation Action by Shareholders
Any corporate action of shareholders, including specifically but not by way of limitation, adoption of amendments to the articles, approval of merger and consolidation agreements, and authorization of voluntary disposition of all or substantially all the corporate assets, may be taken on affirmative vote of a majority of the voting power present.
Article VI
Election of Directors
Election of Directors
In the election or removal of directors, each shareholder of record is entitled to multiply the number of votes to which he is entitled by the number of directors to be elected, and to cast all such votes for one candidate or distribute them among any two or more candidates.
Article VII
Director’s Proxy
Director’s Proxy
Any director absent from a meeting of the board or any committee thereof may be represented by any other director or shareholder who may cast the absent director’s vote according to his written instructions, general or special.
Article VIII
Stock Buy-Sell Agreement
Stock Buy-Sell Agreement
The holders of the shares of common stock shall not sell any of the same to any third person until such holder desiring to sell shall have first offered the same through the secretary of the Corporation to the other holders of common stock in writing for a period of thirty (30) days at the same price at which an acceptable bona fide offer therefor from a third person whose name and address shall be disclosed, may have been received by such holder. Within the first twenty (20) days of the thirty (30) day period the other then registered holders of common stock shall have the right to purchase said stock so offered in proportion to their holdings of common stock. In the next ten (10) days of the thirty (30) day period, the shareholders electing to purchase common stock shall have the right to purchase the stock offered but not theretofore purchased by the other holders of common stock. Any stock not purchased on the thirtieth (30) day may be purchased by the Corporation according to law.
Article IX
Indemnification and Directors and Officers Liability
Indemnification and Directors and Officers Liability
A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or
officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 92(D) of the Louisiana Business Corporation Law, or (iv) for any transaction from which the director or officer derived any improper personal benefit. If the Louisiana Business Corporation is amended after approval by the stockholders of this article to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the Louisiana Business Corporation law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation exising at the time of such repeal or modification.
The Corporation shall indemnify and hold harmless each director and officer now or hereinafter serving the Corporation from and against any and all claims and liabilities to which he may be or become subject by reason of his now or hereafter being or having heretofore been a director or officer of the Corporation and/or by reason of his alleged acts of omissions as such officer or director at the time when any such claim or liability is asserted, and shall reimburse each such director and officer for, all legal and other expenses reasonably incurred by him in connection with defending any and all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable settlement made before final adjudication with the approval of the Board of Directors, whether or not he continues to be such officer or director at the time such expenses are incurred; provided, however, that no director or officer shall be indemnified against any claim or liability arising out of his own negligence or willful misconduct or shall be indemnified against or reimbursed for any expenses incurred in defending any and all such claims or liability or in settling the same unless in the judgment of the directors or the shareholders of the Corporation the director or officer against whom such claim or liability is asserted has not been guilty of negligence or willful misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may be entitled as a matter of law.
THUS DONE AND SIGNED at my office in the City of Baton. Rouge, Parish and State aforesaid, on the day, month, and year set forth above, in the presence of the undersigned competent witnesses and me, Notary, after due reading of the whole.
WITNESSES: | INCORPORATOR: | |||
/s/ H. Steven Norton | ||||
H. Steven Norton | ||||
[ILLEGIBLE] | ||||
[ILLEGIBLE] | ||||
NOTARY PUBLIC |