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- 3.4 EX-3.4
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Exhibit 3.52
STATE OF NEVADA
ROSS MILLER | SCOTT W. ANDERSON |
OFFICE OF THE
SECRETARY OF STATE
Certified Copy
|
| January 30, 2013 | |
|
| ||
Job Number: | C20130130-0450 |
| |
Reference Number: | 00003797519-61 |
| |
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 |
20100687335-15 |
| Articles of Organization |
| 2 Pages/1 Copies |
Respectfully, | |
| |
/s/ Ross Miller | |
ROSS MILLER | |
Secretary of State | |
| |
| |
|
|
Certified By: Christine Rakow |
|
Certificate Number: C20130130-0450 |
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You may verify this certificate |
|
online at http://www.nvsos.gov/ |
|
Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138
[LOGO] |
ATTACHMENT TO ARTICLES OF ORGANIZATION
OF
NP RANCHO LLC
The Articles of Organization of NP RANCHO LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:
8. Compliance with Gamine Laws.
(a) The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.
(b) The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, 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, and the unsuitable member shall no longer have any direct or indirect interest in the Company.
(c) Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.