Exhibit 3.3
| DEAN HELLER |
Secretary of State |
204 North Carson Street, Suite 1 |
Carson City, Nevada 89701-4299 |
(775) 684 5708 |
Website: secretaryofstate.biz |
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| | ENTITY # |
| | E0079092005-1 |
| | Document Number: |
Articles of Incorporation | | 20050048809-96 |
(PURSUANT TO NRS 78) | | |
| | Date Filed: |
| | 3/7/2005 11:40:24 AM |
| | IN THE OFFICE OF |
| | DEAN HELLER SECRETARY OF STATE |
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Important: Read attached instructions before completing form. | ABOVE SPACE IS FOR OFFICE USE ONLY |
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1. Name of Corporation: | 155 EAST TROPICANA FINANCE CORP. |
2. Resident Agent Name and Street Address: (must be a Nevada address where process may be served) | Lionel Sawyer & Collins, Ltd. |
Name |
300 South Fourth Street, #1700 | Las Vegas | NEVADA | 89101 |
Street Address | City | State | Zip Code |
| | | |
Optional Mailing Address | City | State | Zip Code |
3. Shares (Number of shares corporation authorized to use | Number of shares
with par value: | |
Par value: $
| | Number of shares
without par value: 75,000 |
4. Names & Addresses, of Board of Directors/Trustees: (attach additional page there is more than 3 directors/trustees) | 1. | Michael Hessling |
| Name |
115 East Tropicana Avenue | Las Vegas | NV | 89109 |
Address | City | State | Zip Code |
2. | Toyoroku Izumi |
| Name |
115 East Tropicana Avenue | Las Vegas | NV | 89109 |
Address | City | State | Zip Code |
3. | Sukeaki Izumi |
Name |
115 East Tropicana Avenue | Las Vegas | NV | 89109 |
Address | City | State | Zip Code |
5. Purpose: (optional-see instructions) | The purpose of this Corporation shall be:
Any lawful purpose, including gaming. |
6. Names, Addresses and Signature of Incorporator: (attach additional page there is more than 1 incorporator) | Lucas J. Tucker | /s/ Lucas J. Tucker |
Name | Signature |
300 South Fourth Street, #1700 | Las Vegas | NEVADA | 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 corporation. |
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/s/ | |
Authorized Signature of R.A. or On Behalf of R.A. Company | Date February 28, 2005 |
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This form must be accompanied by appropriate fees. See attached fee schedule. | Nevada Secretary of State |
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155 EAST TROPICANA FINANCE CORP.
ADDENDUM TO AND ADDITIONAL ARTICLES OF INCORPORATION
ADDENDUM TO ARTICLE 4
DIRECTORS
The initial board of directors shall consist of nine (9) members. The names and addresses of the persons who are to serve as Directors, until the first annual meeting of shareholders, or until their successors shall have been elected and qualified, are as follows:
Michael Hessling | | Toyoroku Izumi | | Sukeaki Izumi |
115 East Tropicana Ave | | 115 East Tropicana Ave | | 115 East Tropicana Ave |
Las Vegas, NV 89109 | | Las Vegas, NV 89109 | | Las Vegas, NV 89109 |
| | | | |
David Lageschulte | | Edward Droste | | William Ranieri |
4411 Cleveland Ave | | 107 Hampton Road #200 | | 107 Hampton Road #200 |
Ft Myers, FL 33902 | | Clearwater, FL 33759 | | Clearwater, FL 33759 |
| | | | |
Gilbert DiGiannantonio | | John Blakely | | Dennis Johnson |
107 Hampton Road #200 | | 500 Kings Town Drive | | 107 Hampton Road #200 |
Clearwater, FL 33759 | | Naples, FL 34102 | | Clearwater, FL 33759 |
The number of Directors of the Corporation may be increased or decreased from time to time as shall be provided in the Bylaws of the Corporation.
ADDENDUM TO ARTICLE 5
PURPOSE
The character and general nature of the business to be conducted by the corporation may include developing, operating or conducting retail sales and gaming. The corporation may also engage in any other lawful business and do any lawful act concerning any and all lawful business for which a corporation may be organized under the laws of the State of Nevada.
ARTICLE 8
RESTRICTION ON SHARES
At any time after the corporation or any subsidiary is registered with, or licensed by, the Nevada Gaming Commission, the corporation shall not issue any stock or securities except in accordance with the provisions of the Nevada Gaming Control Act and the regulations thereunder. The issuance of any stock or securities in violation thereof shall be void and such stock or securities shall be deemed not to be issued and outstanding until (1) the corporation shall cease to be subject to the jurisdiction of the Nevada Gaming Commission, or (2) the Nevada Gaming Commission shall, by affirmative action, validate said issuance or waive any defect in issuance.
At any time after the corporation or any subsidiary is registered with, or licensed by, the Nevada Gaming Commission, no stock or securities issued by the corporation and no interest, claim or charge therein or thereto shall be transferred in any manner whatsoever except in accordance with the provisions of the Nevada Gaming Control Act and the regulations thereunder. Any transfer in violation thereof shall be ineffective until (1) the corporation shall cease to be subject to the jurisdiction of the Nevada Gaming Commission, or (2) the Nevada Gaming Commission shall, by affirmative action, validate said transfer or waive any defect in said transfer.
If the Nevada Gaming Commission at any time determines that a holder of stock or other securities of this corporation is unsuitable to hold such securities, the holder must immediately offer such securities to the corporation for purchase and the corporation must purchase such securities from the holder in accordance with the laws of the State of Nevada and the regulations of the Nevada Gaming Commission thereunder. Upon receipt of notice of a determination of unsuitability, the corporation shall not (a) pay any dividend or interest with
regard to the securities, (b) allow the holder of such securities to exercise, directly or through any trustee or nominee, any voting right conferred by such securities, and such securities shall not for any purposes be included in the securities of the corporation entitled to vote, and (c) pay any remuneration in any form, for services rendered or otherwise, to the bolder of such securities.
ARTICLE 9
ELECTION NOT TO BE GOVERNED BY CORPORATE COMBINATIONS ACT
The Corporation hereby elects not to be governed by Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes.
| /s/ Lucas J. Tucker |
| Signature of Incorporator |
