Exhibit 3.1

| DEAN HELLER |
Secretary of State |
204 North Carson Street, Suite 1 |
Carson City, Nevada 89701-4299 |
(775) 684 5708 |
Website: secretaryofstate.biz |
|
Articles Of Organization | | FILED # LLC13428-04 |
Limited-Liability Company | | Jun 17 2004 |
(PURSUANT TO NRS 86) | | THE OFFICE OF |
| | DEAN HELLER SECRETARY OF STATE |
|
|
Important: Read attached instructions before completing form. | ABOVE SPACE IS FOR OFFICE USE ONLY |
|
1. Name of Limited- Liability Company: | 155 EAST TROPICANA, LLC |
2. Resident Agent Name and Street Address: (must be a Nevada address where process may be served) | Lionel Sawyer & Collins |
Name |
300 S. 4th Street, Ste. 1700 | Las Vegas | NEVADA | 89101 |
Physical Street Address | City | State | Zip Code |
| | | |
Additional Mailing Address | City | State | Zip Code |
3. Dissolution Date: (OPTIONAL-see instructions) | Latest date upon which the company is to dissolve (if existence is not perpetual): |
4. Management: (check one) | Company shall be managed by | o Manager(s) OR ý Members |
5. Names Addresses, of Manager(s) or Members: (attach additional pages as necessary) | Florida Hooters LLC |
Name |
107 Hampton Road, Ste. 200 | Clearwater | FL | 33759 |
Address | City | State | Zip Code |
Eastern & Western Hotel Corporation |
Name |
115 East Tropicana Ave. | Las Vegas | NV | 89109 |
Address | City | State | Zip Code |
|
Name |
| | | |
Address | City | State | Zip Code |
6. Names, Addresses and Signatures of Organizers: (if more than one organizer, please attach additional page) | Elaine Shaddock |
Name |
| Signature | /s/ Elaine Shaddock |
300 S. 4th Street, Ste. 1700 | Las Vegas | NV | 89101 |
Street Address | City | State | Zip Code |
7. Certificate of Acceptance of Appointment of Resident Agent: | I hereby accept appointment as Resident Agent for the above named limited-liability company. |
|
/s/ Linda Sue Mabry | |
Authorized Signature of R.A. or On Behalf of R.A. Company | Date June 17, 2004 |
| |
| |
| |
This form must be accompanied by appropriate fees. See attached fee schedule. | Nevada Secretary of State |
| | | | | | | | | | | | | |
ARTICLES OF ORGANIZATION
OF
155 EAST TROPICANA, LLC
The undersigned hereby forms a limited-liability company (the “Company”) under Chapter 86 of the Nevada Revised Statutes, and adopts the following Articles of Organization.
ARTICLE 1
NAME
The name of the Company is 155 EAST TROPICANA, LLC.
ARTICLE 2
RESIDENT AGENT
The Company’s resident agent for service of process shall be Lionel Sawyer & Collins, Ltd., a Nevada professional corporation, located at 1700 Bank of America Plaza, 300 South Fourth Street, Las Vegas, Nevada 89101 or such other agent as the members shall determine.
ARTICLE 3
MANAGEMENT
The business and affairs of the Company shall be managed by the members. The names and addresses of the members are:
Member: | | Florida Hooters LLC |
| | |
Address of Member: | | 107 Hampton Road, Suite 200 Clearwater, FL 33759 |
| | |
Member: | | Eastern & Western Hotel Corporation |
| | |
Address of Member: | | 115 East Tropicana Ave. Las Vegas, NV 89109 |