Exhibit 3.84
STATE OF NEVADA
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ROSS MILLER Secretary of State | SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings | |
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| OFFICE OF THE SECRETARY OF STATE |
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Certified Copy
| January 30, 2013 |
Job Number: | C20130130-0478 |
Reference Number: | 00003797535-69 |
Expedite: |
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Through Date: |
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The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.
Document Number(s) |
| Description |
| Number of Pages |
LLC15299-2003-001 |
| Articles of Organization |
| 4 Pages/1 Copies |
20110440957-33 |
| Amendment |
| 2 Pages/1 Copies |
| Respectfully, |
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/s/ Ross Miller | |
ROSS MILLER Secretary of State | |
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Certified By: Christine Rakow Certificate Number: C20130130-0478 You may verify this certificate online at http://www.nvsos.gov/ |
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Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138
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| FILED # LLC15299.03 |
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ARTICLES OF ORGANIZATION | ||
| OF | OCT 07 2003 |
SC MICHIGAN, LLC | ||
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| IN THE OFFICE OF |
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| [ILLEGIBLE] |
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| DEAN [ILLEGIBLE] SECRETARY OF STATE |
The undersigned, for the purpose of forming a limited liability company pursuant to and by virtue of Chapter 86 of Nevada Revised Statutes, hereby signs the following articles of organization.
ARTICLE I
NAME
The name of the company is SC Michigan, LLC (the “Company”).
ARTICLE II
REGISTERED OFFICE AND RESIDENT AGENT
The Company’s resident agent and the address of the registered office where process may be served in the State of Nevada shall be Schreck Brignone, 300 South Fourth Street, Suite 1200, Las Vegas, Nevada 89101, or such other resident agent and registered office as the managers shall, from time to time, determine.
ARTICLE III
INDEMNIFICATION AND PAYMENT OF EXPENSES
In addition to any other rights of indemnification permitted by the laws of the State of Nevada as may be provided for by the Company in these articles of organization, the Company’s operating agreement or any other agreement, the expenses of members and managers incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such members or managers in their capacities as members or managers of the Company, must be paid by the Company, or through insurance purchased and maintained by the Company or through other financial arrangements made by the Company as permitted by the laws of the State of Nevada, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an unsecured undertaking by or on behalf of the members or managers to repay the amount if it is ultimately determined by a court of competent jurisdiction that they are not entitled to be indemnified by the Company.
Any repeal or modification of this Article III approved by the members of the Company shall be prospective only. In the event of any conflict between this Article III and any other article of the Company’s articles of organization, the terms and provisions of Article III shall control.
ARTICLE IV
MANAGEMENT
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The management of the Company shall be vested in its managers in the manner prescribed by the Company’s operating agreement The names and addresses of the persons who are to serve as the initial managers of the Company are:
Glenn C. Christenson
2411 West Sahara Avenue
Las Vegas, Nevada 89102
Scott M Nielson
2411 West Sahara Avenue
Las Vegas, Nevada 89102
The managers may designate or authorize, by provision either in the Company’s 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 managers, contract debts and incur liabilities, and sign contracts or agreements (including, without limitation, instruments and documents providing for the acquisition, mortgage or disposition of property of the Company), and may authorize the use of facsimile signatures of any such persons.
ARTICLE V
ORGANIZER
The name and post office box or street address of the organizer signing these articles of organization is:
Ellen Schulhofer, Esq.
300 S. Fourth Street Suite 1200
Las Vegas, Nevada 89101
IN WITNESS WHEREOF, pursuant to Nevada Revised Statutes 86.151, I have signed these articles of organization as of the 7th day of October, 2003.
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| /s/ Ellen Schulhofer |
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| Ellen Schulhofer, Esq., Organizer |
WAIVER OF ORGANIZER
The undersigned, being the sole organizer named in the Articles of Organization of SC Michigan, LLC (the “Company”), a Nevada limited liability company, which Articles of Organization have been filed in the office of the Secretary of State of the State of Nevada, hereby waives all right, title and interest in and to any interest in or assets or property of the Company and any right in and to the management thereof as of the date of said filing.
Dated as of said day and year of filing.
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| /s/ Ellen Schulhofer |
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| Ellen Schulhofer, Esq. |
ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Filed in the office of Document Number [ILLEGIBLE] 20110440957-33 Filing Date and Time Ross Miller 06/14/2011 12:19 PM Secretary of State Entity Number State of Nevada LLC15299-2003 Amendment to Articles of Organization (PURSUANT TO NRS 86.221) 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: SC Michigan, LLC 2. The company is managed by: Managers OR Members (check only one box) 3. The articles have been amended as follows (provide articles numbers, if available)*: Articles 4 and 5 of the Articles of Organization are hereby amended as set forth below: Article 4. Management: “The Company shall be managed by Member(s).” Article 5. Name(s) and address(es) of each Member: Name: NP Opco LLC Address: 1505 South Pavilion Center Drive, Las Vegas. NV 89135 *** See attachment for provision re effective date of this Certificate of Amendment.*** 4. Signature (must be signed by at least one manager or by a managing member): [ILLEGIBLE] Manager 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 Novada Secretary of State AM 86.221 Amend 2007 Revised on: 01/01/07 SEE ATTACHMENT |
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT | ||
| BY RESIDENT AGENT | FILED # LLC15299.03 |
| IN THE MATTER OF |
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| OCT 07 2003 |
| SC MICHIGAN, LLC |
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| IN THE OFFICE OF |
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| [ILLEGIBLE] |
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| DEAN [ILLEGIBLE] SECRETARY OF STATE |
1. The undersigned, Schreck Brignone, hereby certifies that on the 7th day of October, 2003, it accepted its appointment as resident agent of the above-referenced limited liability company.
2. The registered office in this State is located at 300 South Fourth Street, Suite 1200, County of Clark, City of Las Vegas, State of Nevada.
IN WITNESS WHEREOF, the undersigned has hereunto set its hand this 7th day of October, 2003.
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| RESIDENT AGENT, | |
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| SCHRECK BRIGNONE | |
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| By: | /s/ Ellen Schulhofer |
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| Ellen Schulhofer, Esq. |
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| Authorized Signatory |
ATTACHMENT TO
CERTIFICATE OF AMENDMENT
TO ARTICLES OF ORGANIZATION OF
SC MICHIGAN, LLC
The Certificate of Amendment to Articles of Organization of SC Michigan, LLC consists of the preceding page and the following additional provision:
EFFECTIVE DATE OF CERTIFICATE OF AMENDMENT
Pursuant to NRS 86.226(2), the effective date of this Certificate of Amendment to Articles of Organization is: June 15, 2011.