EXHIBIT 3.15
[GRAPHIC APPEARS HERE]
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Filed in the office of
Document Number
20070700429-71
Articles of Organization Limited-Liability Company
(PURSUANT TO NRS 86)
/s/ Ross Miller
Ross Miller Secretary of State State of Nevada
Filing Date and Time
10/15/2007 10:45 AM
Entity Number
E0718282007-0
ABOVE SPACE IS FOR OFFICE USE ONLY
Check box if a
Series Limited-
Liability Company
¨
USE BLACK INK ONLY—DO NOT HIGHLIGHT
1. Name of Limited-Liability Company:
(must contain approved limited-liability company
Wording; see instructions)
I
CITYCENTER LAND, LLC
Bryan L. Wright Name
LAS VEGAS Nevada 89119
CITY Zip Code
City State Zip Code
2. Resident Agent Name and Street
Address:
(must be a Nevada address where process may be served
3950 LAS VEGAS BOULEVARD SOUTH
(MANDATORY) Physical Street Address
(OPTIONAL) Mailing Address
3. Dissolution Date:
Latest date upon which the company is to dissolve (if existence is not perpetual):
(OPTIONAL: see instructional)
4. Management:
Company shall be managed by
x Manager(s) OR¨ Members
(check only one box)
Authorized Signature of R.A. or On Behalf of R.A. Company
5. Name and Address of each Manager or Managing Member:
(attach additional page if more than 3)
6. Name, Address and Signature of Organizer:
(attach additional page if more than 1)
I hereby accept appointment as Resident Agent for the above named limited-liability company.
/s/ Bryan L. Wright
Date
7. Certificate of Acceptance of Appointment of Resident Agent:
J. TERRENCE LANNI
Name
3600 LAS VEGAS BOULEVARD SOUTH LAS VEGAS NV 89109
Address City State Zip Code
JAMES J. MURREN Name
3600 LAS VEGAS BOULEVARD SOUTH LAS VEGAS NV 89109
Address City State Zip Code
GARY N. JACOBS
Name
3600 LAS VEGAS BOULEVARD SOUTH LAS VEGAS nv 89109
Address City State Zip Code
Bryan L. Wright /s/ Bryan L. Wright
Name Signature
3950 LAS VEGAS BOULEVARD SOUTH LAS VEGAS NV 89119
Address City State Zip Code
This form must be accompanied by appropriate fees.
Nevada Secretary of State Form LLC Arts 2007 Revised on 01/01/07
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstafe.bfz
Amendment to Articles of Organization
(PURSUANT TO NRS 86.221)
Filed in the office of Document Number
20070820737-46
/s/ Ross Miller
Ross Miller Secretary- of State State of Nevada Filing Date and Time
12/04/2007 10:00 AM
Entitv Number
E0718282007-0
USE BLACK INK ONLY-DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Organization For a Nevada Limited-Liability Company
(Pursuant to NRS 86.221)
1. Name of limited-liability company:
CITYCENTER LAND, LLC
2. The company is managed by:
¨ Managers ORx Members
(check only one box)
3. The articles have been amended as follows (provide articles numbers, if available)*:
Article 8—Purposes (attached)
Article 9—Gaming Regulatory Provisions (attached)
4. Signature (must be signed by at least one manager or by a managing member):
/s/ Bryan L. Wright ASSIST. SECRETARY OF MANAGING MEMBER
Signature
* 1) If amending company name, it must contain the words "Limited-Liability Company," "Limited Company," or "Limited," or the abbreviations "Ltd.," "L.L.C.," or "L.C.," "LLC" or "LC." The word "Company" may be abbreviated as "Co." 2) If adding managers, provide names and addresses.
FILING FEE: $175.00
IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees
Nevada Secretary of State AM 86.221 Amend 2007
Revised on: 01/01/07
ADDENDUM TO ARTICLES OF ORGANIZATION
OF CITYCENTER LAND, LLC (the "Company")
ARTICLE 8 PURPOSES
The character and general nature of the business to be conducted by the Company is to operate, manage and conduct retail sales and gaming in Las Vegas, Nevada. The Company may also engage in any other kgal and lawful purposes allowed pursuant to Nevada Revised Statutes Chapter 86, except for the purpose of insurance.
ARTICLE 9 GAMING REGULATORY PROVISIONS
Upon the Company's licensure to conduct nonrestricted gaining by the Nevada Gaming Commission (the "Commission"), the following provisions of this Article 9 shall be come . immediately operative as required pursuant to Nevada Gaming Commission Regulation 15B.110(2)and(3):
Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, the sale, assignment, transfer, pledge, or other disposition of any interest in the Company is ineffective unless approved in advance by the Commission. If, at any time, the Commission finds that a member which owns any such interest is unsuitable to hold that interest, the Commission shall immediately notify the Company of that fact. The Company shall, within ten (10) days from the date it receives the notice from the Commission, return to the unsuitable member the amount of his capital account as reflected on the books of the Company. Beginning on the date when the Commission serves notice of a determination of unsuitabiliry pursuant to the preceding sentence upon the Company, it is unlawful for the unsuitable member: (a) to receive any share of the distribution of profits, cash, or any other property of, or payments upon dissolution of, the Company, other than a return of capital as required above; (b) to exercise directly or through a trustee or nominee any voting rights conferred by such interest; (c) to participate in the management of the business and affairs of the Company; or (d) to receive any remuneration in any form from the Company for services rendered or otherwise.
Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, at which time the Company shall, within ten (10) days after the Company receives notice from the Commission, return to the member in cash, the amount of his capital account as reflected on the books of the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.
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[GRAPHIC APPEARS HERE]
R0SS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(776) 684 5708
Website: www.nvsos.gov
Certificate of Correction
(PURSUANT TO NRS CHAPTERS 78,
78A, 80, 81,82, 84,86,87, 87A, 88,
88A.89 AND 82A)
Filed in the office of
/s/ Ross Miller
Ross Miller Secretary of State State of Nevada
Document Number
20090762908-13
Filing Date and Time
10/28/2009 3:28 PM
Entity Number
E0718282007-0
ABOVE SPACE IS FOR OFFICE USE ONLY
USE BLACK IMC ONLY—DO NOT HIGHLIGHT
Certificate of Correction
(Pursuant to NRS Chapters 78,78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A)
1. The name of the entity for which correction is being made:
CityCenter Land, LLC
2. Description of the original document for which correction is being made:
Certificate of Amendment to Articles of Organization for a Nevada Limited Liability Company (Document Number 20070820737-46)
Filing date of the original document for which correction is being made: 12/04/07
Description of the inaccuracy or defect.
The Company was manager-managed and amended its articles by filing a Certificate of Amendment on J2/4A/07 in order to change its stems to that of member-managed However, such amendment was prepared with defects: (i) Section 2 of the amendment reflected that the Company was manage by member. when it was still manage by manager; (ii)which it was the indent to amend the articles to provide tot the Company' would be member-manage by checking the box in Section 2 of the Certificate of Amendment, that modification was not reflected in Section 3 of the Certificate of Amendment; and (iii) the Certificate of Amendment was signed by an officer of the member rather than the manager as required by the Nevada Revised Statutes
5. Correction of the Inaccuracy or defect.
Section 2 of the Certificate of Amendment shall be corrected to provide that the Company was managed by Manager, Section 3 of the Certificate of Amendment shall be corrected to provide that (In addition to the amendment attached to the Certificate of Amendment): (i) Article 4 of the Articles of Organization fifed NW 5/07 shall be amended to provide that the Company shall be member by its sole member; and (ii) Article 5 of ta Articles of Organization shall be amended to provide the Company’s sole member and managing member is City Centes Holdings, LLC, and tbe tlw address of the sole member and managing member is c/o MGM MIRAGE, 3950 Las Vegas Blvd South, Las Vegas, NV 39119.
CityCenter Holding LLC, a Deleware limited liability company, sole member of CityCenter Land, LLC
6. Signature: By: Project CC, LLC, a Nevada limited liability company, its managing member
* If entity is a corporation it must be signed by an officer if stock has Been issued, OR an incorporator or director if stock has not &, a SmltwJ-Hablllty company, by a manage: or managing members: a limited parttwtfi'P or llmited-liablEy l&nHed , by a ser»ral paitnan a fetted-Jiahlltty partneratjip, fcy a managins partner a business trust, by a trustee.
IMPORTANT: Failure to Include any of the above Information and submit with the proper fees may cause this filling to be rejected
This form must be accompanied by appropriate fees. Nevada Secretary of State Correction
Revise: 3/28/09
Date: October 27, 2009
Signature Page to Certificate of Correction of CityCenter Land, LLC
CITYCENTER LAND, LLC,
a Nevada limited liability company
By: /s/ Gary N. Jacobs
Name: Gary N. Jacobs
Its: Manager (as of 12/4/07)
Date: October 27, 2009
CITYCENTER LAND, LLC,
a Nevada limited liability company
By: CityCenter Holdings, LLC
a Delaware limited liability company
Its: Sole Member
By: Project CC, LLC,
a Nevada limited liability company Its: Managing Member
By: /s/ John M. McManus
Name: John M. McManus
Its: Assistant Secretary
