Exhibit 3.5
| 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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Articles Of Organization | | FILED # LLC1320804 |
Limited-Liability Company | | June 15 2004 |
(PURSUANT TO NRS 86) | | 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 Limited- Liability Company: | FLORIDA HOOTERS 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 |
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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) | Hooters Gaming LLC |
Name |
107 Hampton Road, Ste. 200 | Clearwater | FL | 33759 |
Address | City | State | Zip Code |
Lags Ventures, Inc. |
Name |
4411 Cleveland Avenue | Ft. Myers | FL | 33901 |
Address | City | State | Zip Code |
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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 | 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 limited-liability company. |
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/s/ Linda Sue Mabry | |
Authorized Signature of R.A. or On Behalf of R.A. Company | Date 6-15-04 |
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This form must be accompanied by appropriate fees. See attached fee schedule. | Nevada Secretary of State |
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ARTICLES OF ORGANIZATION
OF
FLORIDA HOOTERS 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 FLORIDA HOOTERS 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: | | Hooters Gaming LLC |
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Address of Member: | | 107 Hampton Road, Suite 200
Clearwater, FL 33759 |
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Member: | | Lags Ventures, Inc. |
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Address of Member: | | 4411 Cleveland Avenue Ft. Myers,
FL 33901 |
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The members may designate, by provision either in the operating agreement or in another writing, one or more persons, officers or employees of the Company, who may, in the name of the Company and in lieu of, or in addition to, the members, contract debts or liabilities, and sign contracts or agreements, and may authorize the use of facsimile signatures of any such persons.
ARTICLE 4 ORGANIZER
The name and address of the organizer, who is not a member of the Company is as follows:
Elaine Shaddock
Lionel Sawyer & Collins
300 South Fourth Street - Suite 1700
Las Vegas, Nevada 89101
EXECUTED this 15th day of June, 2004.
| /s/ Elaine Shaddock | |
| Elaine Shaddock | |
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