Exhibit 3.1
ARTICLES OF INCORPORATION
OF
POSTER FINANCIAL GROUP, INC.
The undersigned, for the purpose of forming a corporation pursuant to and by virtue of Chapter 78 of the Nevada Revised Statutes, hereby adopts and signs the following Articles of Incorporation:
ARTICLE I
NAME
The name of the corporation shall be Poster Financial Group, Inc.
ARTICLE II
REGISTERED OFFICE
The name of the initial resident agent and the street address of the initial registered office in the State of Nevada where process may be served upon the corporation is Schreck Brignone, 300 South Fourth Street, Suite 1200, Las Vegas, Clark County, Nevada 89101. The corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada. The corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.
ARTICLE III
CAPITAL STOCK
Section 1. Authorized Shares. The aggregate number of shares that the corporation shall have authority to issue shall consist of ten thousand (10,000) shares of common stock without par value.
Section 2. Assessment of Stock. The capital stock of the corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed. No stockholder of the corporation is individually liable for the debts or liabilities of the corporation.
ARTICLE IV
DIRECTORS AND OFFICERS
Section 1. Number of Directors. The members of the governing board of the corporation are styled as directors. The board of directors of the corporation shall be elected in such manner as shall be provided in the bylaws of the corporation. The initial board of directors shall consist of two (2) individuals. The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the corporation.
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Section 2. Initial Directors. The names and post office box or street addresses of the directors constituting the initial board of directors are:
NAME | | ADDRESS |
| | |
Timothy Poster | | 2960 W. Sahara Avenue, Suite 200 |
| | Las Vegas, Nevada 89102 |
| | |
Thomas Breitling | | 2960 W. Sahara Avenue, Suite 200 |
| | Las Vegas, Nevada 89102 |
Section 3. Payment of Expenses. In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the corporation in its bylaws or by agreement, the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the corporation, must be paid, by the corporation or through insurance purchased and maintained by the corporation or through other financial arrangements made 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 be indemnified by the corporation.
Section 4. Limitation on Liability. The liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent permitted by the Nevada Revised Statutes. If the Nevada Revised Statutes are amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent permitted by the Nevada Revised Statutes, as so amended from time to time.
Section 5. Repeal And Conflicts. Any repeal or modification of Section 3 or 4 above approved by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of the corporation existing as of the time of such repeal or modification. In the event of any conflict between Section 3 or 4 of this Article and any other Article of the corporation’s Articles of Incorporation or bylaws, the terms and provisions of Sections 3 and/or 4, as applicable, of this Article shall control.
ARTICLE V
INCORPORATOR
The name and post office box or street address of the incorporator signing these Articles of Incorporation is:
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NAME | | ADDRESS |
| | |
Elizabeth A. Savage, Esq. | | 300 S. Fourth Street, Ste. 1200 |
| | Las Vegas, Nevada 89101 |
IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this 30th day of May, 2003.
| /s/ Elizabeth A. Savage | |
| Elizabeth A. Savage, Esq., Incorporator |
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CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
IN THE MATTER OF POSTER FINANCIAL GROUP, INC.
1. The undersigned, Schreck Brignone, hereby certifies that on the 30th day of May, 2003, it accepted the appointment as resident agent of the above-referenced corporation.
2. The registered office of the corporation in the State of Nevada is located at 300 South Fourth Street, Suite 1200, City of Las Vegas, County of Clark, State of Nevada 89101.
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of May, 2003.
| RESIDENT AGENT, |
| |
| SCHRECK BRIGNONE |
| |
| |
| By: | /s/ Elizabeth A. Savage, Esq. | |
| | Elizabeth A. Savage, Esq., | |
| | Authorized Signatory | |
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