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- S-4 Registration of securities issued in business combination transactions
- 3.1 Restated Certificate of Incorporation of Harrah's Operating Company, Inc.
- 3.2 Bylaws of Harrah's Operating Company, Inc., As Amended
- 3.3 Certificate of Incorporation of Harrah's Entertainment, Inc., As Amended
- 3.4 Bylaws of Harrah's Entertainment, Inc. As Amended
- 3.5 Articles of Incorporation of California Clearing Corporation
- 3.6 Bylaws of California Clearing Corporation
- 3.7 Certificate of Incorporation of Bally's Midwest Casino, Inc.
- 3.8 Bylaws of Bally's Midwest Casino, Inc.
- 3.9 Certificate of Incorporation of Bally's Operator, Inc.
- 3.10 Bylaws of Bally's Operator, Inc.
- 3.11 Certificate of Incorporation of Caesars Palace Corporation
- 3.12 Bylaws of Caesars Palace Corporation
- 3.13 Certificate of Incorporation of Harrah's International Holding Company, Inc.
- 3.14 Bylaws of Harrah's International Holding Company, Inc.
- 3.15 Certificate of Incorporation of Sheraton Tunica Corporation
- 3.16 Bylaws of Sheraton Tunica Corporation
- 3.17 Certificate of Formation of Ajp Holdings, LLC
- 3.18 Operating Agreement of Ajp Holdings, LLC
- 3.19 Certificate of Formation of Ajp Parent, LLC
- 3.20 Operating Agreement of Ajp Parent, LLC
- 3.21 Certificate of Formation of Biloxi Hammond, LLC
- 3.22 Operating Agreement of Biloxi Hammond, LLC
- 3.23 Certificate of Formation of Biloxi Village Walk Development, LLC
- 3.24 Operating Agreement of Biloxi Village Walk Development, LLC
- 3.25 Certificate of Formation of Chester Facility Holding Company, LLC
- 3.26 Operating Agreement of Chester Facility Holding Company, LLC
- 3.27 Certificate of Formation of Harrah's Chester Downs Investment Company, LLC
- 3.28 Amended and Restated Operating Agreement of Harrah's Chester Downs Investment Co
- 3.29 Certificate of Formation of Harrah's Maryland Heights LLC, As Amended
- 3.30 Amended and Restated LTD. Liability Co. Agm't of Harrah's Maryland Heights LLC
- 3.31 Certificate of Formation of Harrah's MH Project, LLC
- 3.32 Operating Agreement of Harrah's MH Project, LLC
- 3.33 Certificate of Formation of Harrah's Operating Company Memphis, LLC
- 3.34 Operating Agreement of Harrah's Operating Company Memphis, LLC
- 3.35 Certificate of Formation of Harrah's Shreveport/bossier City Holding Company
- 3.36 LTD. Liability Company Agm't of Harrah's Shreveport/bossier City Holding Company
- 3.37 Certificate of Formation of Harrah's Shreveport/bossier City Investment Company
- 3.38 Operating Agreement of Harrah's Shreveport/bossier City Investment Company, LLC
- 3.39 Certificate of Formation of Harrah's Sumner Investment Company, LLC
- 3.40 Operating Agreement of Harrah's Sumner Investment Company, LLC
- 3.41 Certificate of Formation of Harrah's Sumner Management Company, LLC
- 3.42 Operating Agreement of Harrah's Sumner Management Company, LLC
- 3.43 Certificate of Formation of Harrah's West Warwick Gaming Company, LLC
- 3.44 Certificate of Incorporation of Horseshoe Gaming Holding, LLC
- 3.45 Operating Agreement of Horseshoe Gaming Holding, LLC
- 3.46 Certificate of Formation of JCC Holding Company II, LLC
- 3.47 Operating Agreement of JCC Holding Company II, LLC
- 3.48 Certificate of Formation of Koval Holdings Company, LLC
- 3.49 Operating Agreement of Koval Holdings Company, LLC
- 3.50 Certificate of Formation of Reno Crossroads, LLC
- 3.51 Amended and Restated Operating Agreement of Reno Crossroads, LLC
- 3.52 Certificate of Formation of Village Walk Construction, LLC
- 3.53 Operating Agreement of Village Walk Construction, LLC
- 3.54 Certificate of Formation of Winnick Parent, LLC
- 3.55 Certificate of Formation of Winnick Holdings, LLC
- 3.56 Amended and Restated Operating Agreement of Winnick Holdings, LLC
- 3.57 Amended and Restated Certificate of Limited Partnership of Bally's Olympia
- 3.58 Limited Partnership Agreement of Bally's Olympia Limited Partnership
- 3.59 Amended and Restated Articles of Incorporation of Caesars World, Inc.
- 3.60 Amended and Restated Bylaws of Caesars World, Inc.
- 3.61 Articles of Incorporation of Southern Illinois Riverboat/casino Cruises, Inc.
- 3.62 Bylaws of Southern Illinois Riverboat/casino Cruises, Inc.
- 3.63 Articles of Incorporation of Casino Computer Programming, Inc.
- 3.64 Bylaws of Casino Computer Programming, Inc.
- 3.65 Articles of Incorporation of Roman Entertainment Corporation of Indiana
- 3.66 Bylaws of Roman Entertainment Corporation of Indiana
- 3.67 Certificate of Incorporation of Roman Holding Corporation of Indiana
- 3.68 Bylaws of Roman Holding Corporation of Indiana
- 3.69 Restated Articles of Organization of Caesars Riverboat Casino, LLC
- 3.70 Amended and Restated Operating Agreement of Caesar's Riverboat Casino, LLC
- 3.71 Articles of Incorporation of Horseshoe Hammond, LLC, As Amended
- 3.72 Operating Agreement of Horseshoe Hammond, LLC
- 3.73 Articles of Incorporation of Players Bluegrass Downs, Inc.
- 3.74 Bylaws of Players Bluegrass Downs, Inc.
- 3.75 Articles of Organization of Harrah's Bossier City Investment Company, LLC
- 3.76 Limited Liability Company Agreement of Harrah's Bossier City Investment Company
- 3.77 Articles of Organization of Horseshoe Shreveport, LLC
- 3.78 Second Amended and Restated Articles of Organization of Jazz Casino Company, LLC
- 3.79 Second Amended and Restated Operating Agreement of Jazz Casino Company, LLC
- 3.80 Articles of Organization of JCC Fulton Developement, LLC, As Amended
- 3.81 Second Amended and Restated Operating Agreement of JCC Fulton Development, LLC
- 3.82 Articles of Organization of Players Riverboat II, LLC
- 3.83 Limited Partnership Agreement of Horseshoe Entertainment
- 3.84 Articles of Incorporation of BL Development Corp.
- 3.85 Bylaws of BL Development Corp.
- 3.86 Articles of Incorporation of Gca Acquisition Subsidiary, Inc.
- 3.87 Bylaws of Gca Acquisition Subsidiary, Inc.
- 3.88 Second Amended and Restated Articles of Incorporation of Grand Casinos, Inc.
- 3.89 Amended and Restated Bylaws of Grand Casinos, Inc.
- 3.90 Second Amended and Restated Articles of Incorp. of Grand Media Buying, Inc.
- 3.91 Bylaws of Grand Media Buying, Inc.
- 3.92 Articles of Incorporation of Grand Casinos of Biloxi, LLC
- 3.93 Operating Agreement of Grand Casinos of Biloxi, LLC
- 3.94 Articles of Incorporation of Bally's Tunica, Inc.
- 3.95 Bylaws of Bally's Tunica, Inc.
- 3.96 Articles of Incorporation of East Beach Development Corporation
- 3.97 Bylaws of East Beach Development Corporation
- 3.98 Articles of Incorporation of Robinson Property Group Corp.
- 3.99 Bylaws of Robinson Property Group Corp.
- 3.100 Certificate of Formation of Grand Casinos of Mississippi, Llc-gulfport
- 3.101 LTD. Liability Co. Operating Agm't of Grand Casinos of Mississippi, Llc-gulfport
- 3.102 Articles of Organization of Harrah's North Kansas City I, LLC
- 3.103 Operating Agreement of Harrah's North Kansas City I, LLC
- 3.104 Articles of Incorporation of B I Gaming Corporation
- 3.105 Bylaws of B I Gaming Corporation
- 3.106 Articles of Incorporation of Benco, Inc., As Amended
- 3.107 Bylaws of Benco, Inc.
- 3.108 Articles of Incorporation of Caesars Entertainment Golf, Inc., As Amended
- 3.109 Bylaws of Caesars Entertainment Golf, Inc.
- 3.110 Articles of Inc. of Caesars Entertainment Akwesasne Consulting Corp., As Amended
- 3.111 Bylaws of Caesars Entertainment Akwesasne Consulting Corp.
- 3.112 Articles of Incorp. of Caesars Entertainment Canada Holding, Inc., As Amended
- 3.113 Bylaws of Caesars Entertainment Canada Holding, Inc.
- 3.114 Articles of Incorporation of Caesars Entertainment Finance Corp., As Amended
- 3.115 Bylaws of Caesars Entertainment Finance Corp.
- 3.116 Articles of Incorporation of Caesars Entertainment Retail, Inc.
- 3.117 Bylaws of Caesars Entertainment Retail, Inc.
- 3.118 Articles of Incorporation of Caesars Palace Realty Corp.
- 3.119 Bylaws of Caesars Palace Realty Corp.
- 3.120 Articles of Incorporation of Caesars Palace Sports Promotions, Inc.
- 3.121 Amended and Restated Bylaws of Caesars Palace Sports Promotions, Inc.
- 3.122 Articles of Incorporation of Caesars United Kingdom, Inc.
- 3.123 Bylaws of Caesars United Kingdom, Inc.
- 3.124 Articles of Incorporation of Caesars World Merchandising, Inc.
- 3.125 Bylaws of Caesars World Merchandising, Inc.
- 3.126 Articles of Incorporation of Cei-sullivan County Development Company
- 3.127 Bylaws of Cei-sullivan County Development Company
- 3.128 Articles of Incorporation of Consolidated Supplies, Services and Systems
- 3.129 Bylaws of Consolidated Supplies, Services and Systems
- 3.130 Articles of Incorporation of Desert Palace, Inc., As Amended
- 3.131 Bylaws of Desert Palace, Inc.
- 3.132 Articles of Incorporation of Dusty Corporation
- 3.133 Bylaws of Dusty Corporation
- 3.134 Articles of Incorporation of FHR Corporation
- 3.135 Bylaws of FHR Corporation
- 3.136 Articles of Incorporation of Flamingo-laughlin, Inc., As Amended
- 3.137 Bylaws of Flamingo-laughlin, Inc.
- 3.138 Articles of Incorporation of Harrah's Alabama Corporation
- 3.139 Amended and Restated Bylaws of Harrah's Alabama Corporation
- 3.140 Articles of Incorporation of Harrah's Arizona Corporation
- 3.141 Amended and Restated Bylaws of Harrah's Arizona Corporation
- 3.142 Articles of Incorporation of Harrah's Illinois Corporation
- 3.143 Amended and Restated Bylaws of Harrah's Illinois Corporation
- 3.144 Articles of Incorporation of Harrah's Imperial Palace Corp.
- 3.145 Bylaws of Harrah's Imperial Palace Corp.
- 3.146 Articles of Incorporation of Harrah's Interactive Investment Company
- 3.147 Amended and Restated Bylaws of Harrah's Interactive Investment Company
- 3.148 Articles of Incorporation of Harrah's Investments, Inc.
- 3.149 Amended and Restated Bylaws of Harrah's Investments, Inc.
- 3.150 Articles of Incorporation of Harrah's Kansas Casino Corporation
- 3.151 Amended and Restated Bylaws of Harrah's Kansas Casino Corporation
- 3.152 Articles of Incorporation of Harrah's Management Company, As Amended
- 3.153 Amended and Restated Bylaws of Harrah's Management Company
- 3.154 Articles of Incorporation of Harrah's Marketing Services Corporation
- 3.155 Bylaws of Harrah's Marketing Services Corporation
- 3.156 Certificate of Incorporation of Harrah's Maryland Heights Operating Company
- 3.157 Amended and Restated Bylaws of Harrah's Maryland Heights Operating Company
- 3.158 Articles of Incorporation of Harrah's New Orleans Mangement Company, As Amended
- 3.159 Amended and Restated Bylaws of Harrah's New Orleans Management Company
- 3.160 Articles of Incorporation of Harrah's Pittsburgh Management Company, As Amended
- 3.161 Amended and Restated Bylaws of Harrah's Pittsburgh Management Company
- 3.162 Articles of Incorporation of Harrah's Reno Holding Company, Inc., As Amended
- 3.163 Bylaws of Harrah's Reno Holding Company, Inc.
- 3.164 Articles of Incorporation of Harrah's Southwest Michigan Casino Corporation
- 3.165 Amended and Restated Bylaws of Harrah's Southwest Michigan Casino Corporation
- 3.166 Aricles of Incorporation of Harrah's Travel, Inc.
- 3.167 Bylaws of Harrah's Travel, Inc.
- 3.168 Articles of Incorporation of Harrah's Tunica Corporation, As Amended
- 3.169 Amended and Restated Bylaws of Harrah's Tunica Corporation
- 3.170 Articles of Incorporation of Harrah's Vicksburg Corporation, As Amended
- 3.171 Amended and Restated Bylaws of Harrah's Vicksburg Corporation
- 3.172 Articles of Incorporation of Harveys BR Management Company, Inc.
- 3.173 Bylaws of Harveys BR Management Company, Inc.
- 3.174 Articles of Incorporation of Harveys C.C. Management Company, Inc., As Amended
- 3.175 Revised Bylaws of Harveys C.C. Management Company, Inc.
- 3.176 Articles of Incorporation of Harveys Iowa Management Company, Inc.
- 3.177 Bylaws of Harveys Iowa Management Company, Inc.
- 3.178 Articles of Incorporation of HBR Realty Company, Inc.
- 3.179 Bylaws of HBR Realty Company, Inc.
- 3.180 Articles of Incorporation of HCR Services Company, Inc
- 3.181 Bylaws of HCR Services Company, Inc.
- 3.182 Articles of Incorporation of Hei Holding Company One, Inc.
- 3.183 Bylaws of Hei Holding Company One, Inc.
- 3.184 Articles of Incorporation of Hei Holding Company Two, Inc.
- 3.185 Bylaws of Hei Holding Company Two, Inc.
- 3.186 Articles of Incorporation of Las Vegas Resort Development, Inc., As Amended.
- 3.187 Bylaws of Las Vegas Resort Development, Inc.
- 3.188 Articles of Incorporation of LVH Corporation
- 3.189 Bylaws of LVH Corporation
- 3.190 Articles of Incorporation of Parball Corporation
- 3.191 Bylaws of Parball Corporation
- 3.192 Articles of Incorporation of Players Development, Inc.
- 3.193 Bylaws of Players Development, Inc.
- 3.194 Articles of Incorporation of Players Resources, Inc.
- 3.195 Bylaws of Players Resources, Inc.
- 3.196 Articles of Incorporation of Reno Projects, Inc.
- 3.197 Bylaws of Reno Projects, Inc.
- 3.198 Articles of Incorporation of Rio Development Company, Inc., As Amended
- 3.199 Bylaws of Rio Development Company, Inc., As Amended
- 3.200 Articles of Incorporation of Tele/info, Inc.
- 3.201 Bylaws of Tele/info, Inc.
- 3.202 Articles of Incorporation of Trigger Real Estate Corporation
- 3.203 Bylaws of Trigger Real Estate Corporation
- 3.204 Articles of Organization of 190 Flamingo, LLC
- 3.205 Operating Agreement of 190 Flamingo, LLC
- 3.206 Articles of Organization of Caesars India Sponsor Company, LLC
- 3.207 Operating Agreement of Caesars India Sponsor Company, LLC
- 3.208 Articles of Organization of Corner Investment Company, LLC, As Amended
- 3.209 Amended and Restated Operating Agreement of Corner Investment Company, LLC
- 3.210 Articles of Organization of DCH Exchange, LLC
- 3.211 Operating Agreement of DCH Exchange, LLC
- 3.214 Articles of Organization of Harrah's Bossier City Management Company, LLC
- 3.215 Operating Agreement of Harrah's Bossier City Management Company, LLC
- 3.216 Articles of Organization of Harrah's Chester Downs Management Company, LLC
- 3.217 Operating Agreement of Harrah's Chester Downs Management Company, LLC
- 3.218 Articles of Organization of Harrah's License Company, LLC
- 3.219 Operating Agreement of Harrah's License Company, LLC
- 3.220 Articles of Organization of Harrah's Shreveport Investment Company, LLC
- 3.221 Operating Agreement of Harrah's Shreveport Investment Company, LLC
- 3.222 Articles of Organization of Harrah's Shreveport Management Company, LLC
- 3.223 Operating Agreement of Harrah's Shreveport Management Company, LLC
- 3.224 Articles of Organization of H-bay, LLC
- 3.225 Articles of Organization of Hcal, LLC
- 3.226 Operating Agreement of Hcal, LLC
- 3.227 Articles of Organization of HHLV Management Company, LLC, As Amended
- 3.228 Operating Agreement of HHLV Management Company, LLC
- 3.229 Articles of Organization of Hole In the Wall, LLC
- 3.230 Amended and Restated Operating Agreement of Hole In the Wall, LLC
- 3.231 Articles of Organization of Horseshoe GP, LLC
- 3.232 Operating Agreement of Horseshoe GP, LLC
- 3.233 Articles of Organization of Koval Investment Company, LLC
- 3.234 Operating Agreement of Koval Investment Company, LLC
- 3.235 Articles of Organization of Las Vegas Golf Management, LLC, As Amended
- 3.236 Amended and Restated Operating Agreement of Las Vegas Golf Management, LLC
- 3.237 Articles of Organization of Nevada Marketing, LLC
- 3.238 Operating Agreement of Nevada Marketing, LLC
- 3.239 Articles of Organization of Players Holding, LLC
- 3.240 Articles of Organization of Players International, LLC
- 3.241 Articles of Organization of Players LC, LLC
- 3.242 Articles of Organization of Players Maryland Heights Nevada, LLC
- 3.243 Articles of Organization of Players Riverboat Management, LLC
- 3.244 Articles of Organization of Players Riverboat, LLC
- 3.245 Articles of Organization of Roman Empire Development, LLC
- 3.246 Articles of Organization of TRB Flamingo, LLC, As Amended
- 3.247 Amended and Restated Operating Agreement of TRB Flamingo, LLC
- 3.248 Certificate of Limited Partnership of New Gaming Capital Partnership, As Amended
- 3.249 Second Amended and Restated Limited Partnership Agreement of New Gaming Capital
- 3.250 Certificate of Incorporation of Bally's Park Place, Inc., As Amended
- 3.251 Amended and Restated Bylaws of Bally's Park Place, Inc.
- 3.252 Certificate of Incorporation of Boardwalk Regency Corporation, As Amended
- 3.253 Bylaws of Boardwalk Regency Corporation
- 3.254 Certificate of Incorporation of Caesars New Jersey, Inc., As Amended
- 3.255 Amended and Restated Bylaws of Caesars New Jersey, Inc.
- 3.256 Certificate of Incorporation of Caesars World Marketing Corporation
- 3.257 Bylaws of Caesars World Marketing Corporation
- 3.258 Certificate of Incorporation of Gnoc, Corp., As Amended
- 3.259 Bylaws of Gnoc, Corp.
- 3.260 Certificate of Incorporation of Martial Development Corp.
- 3.261 Bylaws of Martial Development Corp.
- 3.262 Certificate of Incorporation of Players Services, Inc.
- 3.263 Bylaws of Players Services, Inc.
- 3.264 Certificate of Formation of Atlantic City Country Club 1, LLC
- 3.265 Operating Agreement of Atlantic City Country Club 1, LLC
- 3.266 Articles of Organization of Harrah's NC Casino Company, LLC
- 3.267 Operating Agreement of Harrah's NC Casino Company, LLC
- 3.268 Articles of Incorporation of Harrah South Shore Corporation, As Amended
- 3.269 Amended and Restated Bylaws of Harrah South Shore Corporation
- 3.270 Certificate of Formation of Showboat Atlantic City Mezz 1, LLC
- 3.271 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 1, LLC
- 3.272 Certificate of Formation of Showboat Atlantic City Mezz 2, LLC
- 3.273 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 2, LLC
- 3.274 Certificate of Formation of Showboat Atlantic City Mezz 3, LLC
- 3.275 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 3, LLC
- 3.276 Certificate of Formation of Showboat Atlantic City Mezz 4, LLC
- 3.277 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 4, LLC
- 3.278 Certificate of Formation of Showboat Atlantic City Mezz 5, LLC
- 3.279 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 5, LLC
- 3.280 Certificate of Formation of Showboat Atlantic City Mezz 6, LLC
- 3.281 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 6, LLC
- 3.282 Certificate of Formation of Showboat Atlantic City Mezz 7, LLC
- 3.283 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 7, LLC
- 3.284 Certificate of Formation of Showboat Atlantic City Mezz 8, LLC
- 3.285 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 8, LLC
- 3.286 Certificate of Formation of Showboat Atlantic City Mezz 9, LLC
- 3.287 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 9, LLC
- 3.288 Certificate of Formation of Showboat Atlantic City Propco, LLC
- 3.289 Amended and Restated Operating Agreement of Showboat Atlantic City Propco, LLC
- 3.290 Certificate of Formation of Tahoe Garage Propco, LLC
- 3.291 Amended and Restated Operating Agreement of Tahoe Garage Propco, LLC
- 3.292 Articles of Incorporation of Harveys Tahoe Management Company, Inc.
- 3.293 Bylaws of Harveys Tahoe Management Company, Inc.
- 3.294 Articles of Incorporation of HTM Holding, Inc.
- 3.295 Bylaws of HTM Holding, Inc.
- 3.296 Articles of Incorporation of Showboat Holding, Inc.
- 3.297 Bylaws of Showboat Holding, Inc.
- 3.298 Articles of Organization of DCH Lender, LLC
- 3.299 Operating Agreement of DCH Lender, LLC
- 3.300 Articles of Organization of Durante Holdings, LLC
- 3.301 Amended and Restated Operating Agreement of Durante Holdings, LLC
- 3.302 Articles of Organization of Caesars Entertainment Development, LLC, As Amended
- 3.303 Amended and Restated Operating Agm't of Caesars Entertainment Development, LLC
- 3.304 Certificate of Incorporation of Ocean Showboat, Inc., As Amended
- 3.305 Amended and Restated Bylaws of Ocean Showboat, Inc.
- 3.306 Certificate of Formation of Showboat Atlantic City Operating Company, LLC
- 3.307 Limited Liability Company Agreement of Showboat Atlantic City Operating Co., LLC
- 12 Computation of Ratio of Earnings to Fixed Charges
- 21 Subsidiaries of Harrah's Entertainment, Inc.
- 23.1 Consent of Independent Registered Public Accounting Firm
- 25 Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Brokers
- 99.4 Form of Letter to Clients
Exhibit 3.162
[STAMP] |
ARTICLES OF INCORPORATION
OF
HARRAH’S RENO HOLDING COMPANY, INC.
I, the person hereinafter named as incorporator, for the purpose of associating to establish a corporation, under the provisions and subject to the requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the acts amendatory thereof, and hereinafter sometimes referred to as the General Corporation Law of the State of Nevada, do hereby adopt and make the following Articles of Incorporation.
FIRST: The name of the corporation is HARRAH’S RENO HOLDING COMPANY, INC.
SECOND: The principal office of the corporation within the State of Nevada is to be located at 503 East John Street, Room E, Carson City, Nevada.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Nevada Revised Statutes.
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000). The par value of each of such shares is one dollar ($1.00). All such shares are of the one class and are shares of Common Stock.
FIFTH: The governing board of the corporation shall be styled as a “Board of Directors” and any member of said Board shall be styled as a “Director.”
The number of members constituting the first Board of Directors of the corporation is four (4); and the names and addresses of each of said members are as follows:
Patricia W. Becker | Harrah’s | |
300 E. Second Street | ||
Reno, NV 89504 | ||
Thomas J. Carr, Jr. | Harrah’s 300 E. Second Street Reno, NV 89504 | |
William R. Sherman | Harrah’s 300 E. Second Street Reno, NV 89504 |
Albert F. Pagni | Vargas & Bartlett | |
201 West Liberty Street | ||
P.O. Box 281 | ||
Reno, Nevada 89504 |
The number of directors of the corporation may be increased or decreased in the manner provided in the Bylaws of the corporation; provided, that no decrease shall be to a number less than the permitted by law. In the interim between annual and special meetings of stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are not filled by said stockholders, may be filled by the remaining directors, though less than a quorum.
The Board of Directors shall at all times, except as noted hereafter, include a person (an “Outside Director”) who is not a director, officer, employee, or holder of 5% or more of the voting securities of Holiday Corporation, a Delaware corporation, Holiday Inns, Inc., a Tennessee corporation, or any of their respective subsidiaries;provided. however, that in the event of the death, incapacity, resignation or removal of such Outside Director, the remaining members of the Board of Directors shall promptly appoint a replacement Outside Director.
SIXTH: No shares of capital stock of the corporation and no shares of stock without par value of the corporation, as the case may be, shall, after the amount of the subscription price has been paid or after the par value of any shares of stock with par value which the corporation may be authorized to issue has been paid and/or after the consideration fixed by the Board of Directors of any shares of stock without par value which the corporation may be authorized to issue has been paid, be subject to assessment to pay the debts of the corporation. Any paid-up shares of stock of the corporation and any shares of stock of the corporation issued as fully paid-up, whether with par value and/or without par value, shall not be assessable or assessed in any manner and for any cause.
SEVENTH: The name and address of the incorporator signing these Articles of Incorporation is as follows:
Paula A. Barsamian | c/o Latham & Watkins | |
555 South Flower Street | ||
Los Angeles, CA 90071 |
EIGHTH: The corporation shall have perpetual existence.
NINTH: The holders of a majority of the outstanding shares of stock which have voting power shall constitute a quorum at a meeting of stockholders for the transaction of any business unless the action to be taken at the meeting shall require a greater proportion.
2
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to fix the amount to be reserved as working capital over and above its paid-in capital stock, to authorize and cause to be executed, mortgages and liens upon the real and personal property of the corporation.
The corporation shall not, without the unanimous vote or written consent of the Board of Directors (which must include the vote or consent, as the case may be, of the duly appointed Outside Director), commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or to consent to any such relief or the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or to make a general assignment for the benefit of creditors, or to decide generally not to pay its debts as they become due, or to take any action to authorize any of the foregoing.
TENTH: The corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Nevada, indemnify any and all persons whom it shall have power to indemnify under said Law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.
ELEVENTH: The personal liability of the directors of the corporation is hereby eliminated to the maximum extent permitted by the provisions of the General Corporation Law of the State of Nevada.
3
TWELFTH: The corporation reserves the right to amend, alter or repeal any provisions contained in those Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred on stockholder herein are granted subject to this reservation.
IN WITNESS WHEREOF, I have hereunto set my and seal this 23rd day of February, 1988.
/s/ Paula A. Barsamian |
Paula A. Barsamian, Incorporator |
4
STAMP |
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
HARRAH’S RENO HOLDING COMPANY, INC. | |||
The undersigned, as President and Secretary of Harrah’s Reno Holding Company, Inc., a Nevada corporation (the “Company”), do hereby certify that, on the 26th day of April, 1990, the Board of Directors of the Company, acting by unanimous written consent, adopted a resolution to amend the Articles of Incorporation of the Company, as follows:
RESOLVED, that the last paragraph of Article Fifth be and hereby is amended to read as follows:
“The Board of Directors shall at all times, except as noted hereafter, include a person (an “Outside Director”) who is not a director, officer, employee or holder of 5% or more of the voting securities of The Promus Companies Incorporated, a Delaware corporation, or any of its subsidiaries;provided, however, that upon the death, incapacity, resignation or removal of such Outside Director, the remaining members of the Board of Directors of the Company shall have a reasonable period in which to replace such director with a new Outside Director.”
We do hereby certify further that, subsequent to the adoption of the foregoing resolution, the consent of the sole shareholder of the Company was secured approving the amendment of the Articles of Incorporation of the Company as provided in the foregoing resolution.
IN WITNESS WHEREOF, the undersigned, on behalf of the Company, set their hands and affix the corporate seal this 26th day of April, 1990.
[Seal] | /s/ Thomas J. Carr, Jr. | |||
Thomas J. Carr, Jr. President | ||||
/s/ William R. Sherman | ||||
William R. Sherman Secretary |
State of Nevada | ) | |
) ss. | ||
County of Washoe | ) |
On this 26th day of April, 1990, before me, the undersigned, a Notary Public in and for said County and State, personally appeared Thomas J. Carr, Jr. as President and William R. Sherman as Secretary of Harrah’s Reno Holding Company, Inc., known to me to be the persons described in and who executed the foregoing Certificate of Amendment of the Articles of Incorporation of Harrah’s Reno Holding Company, Inc. on the above date, and who acknowledged to me that they executed the same freely and voluntarily and for the uses and purposes therein mentioned.
WITNESS my hand and official seal.
/s/ Frankie R. Roesler | ||||
Notary Public | ||||
[STAMP] |
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