ARTICLES OF INCORPORATION
OF
RIVIERA BLACK HAWK, INC.
The undersigned natural person, being more than 18 years of age,
hereby establishes a corporation pursuant to the Colorado Business Corporation
Act (the "Act") and adopts the following articles of incorporation:
ARTICLE I
Name
The name of the corporation is Riviera Black Hawk, Inc.
ARTICLE II
Capital; Shareholders
2.1 Authorized Capital. The aggregate number of shares that the
corporation shall have authority to issue is 10,000 shares of common stock each
having a par value of $.01.
2.2 Voting of Shares. Each shareholder of record entitled to vote
shall have one vote for each share of stock standing in his name on the books of
the corporation, except that in the election of directors he shall have the
right to vote such number of shares for as many persons as there are directors
to be elected. Cumulative voting shall not be allowed in the election of
directors or for any other purpose.
2.3 Quorum; Vote Required. At all meetings of shareholders, a
majority of the shares entitled to vote at such meeting, represented in person
or by proxy, shall constitute a quorum; and at any meeting at which a quorum is
present the affirmative vote of a majority of the votes cast on the matter
represented at such meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless the vote of a greater proportion or number
is required by the laws of Colorado.
ARTICLE III
No Preemptive Rights
No shareholder of the corporation shall have any preemptive or
similar right to acquire or subscribe for any additional unissued shares of
stock, or other securities of any class, or rights, warrants or options to
purchase stock or scrip, or securities of any kind convertible into stock or
carrying stock purchase warrants or privileges.
ARTICLE IV
Board of Directors
The corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, a board of directors.
ARTICLE V
Limitation on Liability
To the fullest extent permitted by the Act, as the same exists or
may hereafter be amended, a director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except that this provision shall not eliminate or
limit the liability of a director to the Corporation or to its shareholders for
monetary damages otherwise existing for (i) any breach of the director's duty of
loyalty to the Corporation or to its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) acts specified in Section 7-108-403 of the Act relating to any
unlawful distribution; or (iv) any transaction from which the director directly
or indirectly derived any improper personal benefit. If the Act is hereafter
amended to eliminate or limit further the liability of a director, then, in
addition to the elimination and limitation of liability provided by the
preceding sentence, the liability of each director shall be eliminated or
limited to the fullest extent permitted by the Act as so amended. Any repeal or
modification of this Article by the shareholders of the corporation shall be
prospective only and shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or modification.
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ARTICLE VI
INDEMNIFICATION
The corporation shall indemnify officers, directors, employees or
agents to the extent provided in the bylaws.
ARTICLE VII
Offices
7.1 Registered Agent. The street address of the initial registered
office of the corporation is 1675 Broadway, Suite 1200, Denver, CO 80202. The
name of its initial registered agent at such address is CT Corporation Systems.
The written consent of the initial registered agent to the appointment as such
is stated below.
7.2 Principal Office. The address of the corporation's initial
principal office is 1675 Broadway, Suite 1200, Denver, CO 80202.
ARTICLE VIII
Incorporator
The name and address of the incorporator is Thomas A. Richardson,
1700 Lincoln, Suite 4100, Denver, Colorado 80203
Dated: August 7, 1997
---------------------------------
Thomas A. Richardson
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REGISTERED AGENT'S ACCEPTANCE OF APPOINTMENT
The undersigned officer of CT Corporation Systems hereby consents to the
corporation's appointment as the initial registered agent for Riviera Gaming
Management of Colorado, Inc.
CT CORPORATION SYSTEMS
By:___________________________
Its:__________________________
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