EXHIBIT 3.01
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ARTICLES OF INCORPORATION
OF
CASINOVATIONS NEVADA INCORPORATED
A NEVADA CORPORATION
I, THE UNDERSIGNED, being the original incorporator herein
named, for the purpose of forming a corporation under Chapter 78
of the Nevada Revised Statutes (the "NRS"), to do business both
within and without the State of Nevada, do make and file these
Articles of Incorporation hereby declaring and certifying that
the facts herein stated are true:
ARTICLE I
NAME
The name of the corporation is Casinovations Nevada
Incorporated (the "Corporation").
ARTICLE II
RESIDENT AGENT AND REGISTERED OFFICE
The name and address of the Corporation's resident agent for
service of process is Kummer Kaempfer Bonner & Renshaw, 3800
Howard Hughes Parkway, Seventh Floor, Las Vegas, Nevada 89109.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the
NRS.
ARTICLE IV
SHARES OF STOCK
SECTION 4.1. CAPITAL STOCK. The Corporation is authorized
to issue forty million (40,000,000) shares of common stock, $.001
par value ("Common Stock"), and ten million (10,000,000) shares
of preferred stock, $.001 par value ("Preferred Stock"). Common
Stock and Preferred Stock may be issued from time to time without
action by the stockholders. Common Stock and Preferred Stock may
be issued for such consideration as may be fixed from time to
time by the Board of Directors.
SECTION 4.2. COMMON STOCK. The shares of authorized Common
Stock of the Corporation shall be identical in all respects and
shall have equal rights and privileges.
SECTION 4.3. PREFERRED STOCK. The Board of Directors shall
have authority to issue the shares of Preferred Stock from time
to time on such terms as it may determine, and to divide the
Preferred Stock into one or more series and in connection with
the creation of any such series to fix by the resolution or
resolutions providing for the issue of shares thereof the voting
powers, full or limited, or no voting powers, the designations,
powers and relative,
participating, optional, or other special rights of such series,
and qualifications, limitations, or restrictions thereof, to the
full extent now or hereafter permitted by law.
SECTION 4.4. VOTING POWER FOR HOLDERS OF COMMON STOCK AND
PREFERRED STOCK. Except as otherwise provided in these Articles
of Incorporation, each holder of Common Stock shall be entitled
to one vote for each share of Common Stock held by him or her on
all matters submitted to stockholders for a vote and each holder
of any series of Preferred Stock shall have no voting rights,
either general or specific, of any kind whatsoever except to the
extent expressly so provided by the Board of Directors pursuant
to Section 4.3 hereof.
ARTICLE V
DIRECTORS
The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors, which
initially shall consist of six (6) directors. Provided that the
Corporation has at least one director, the number of directors
may at any time or times be increased or decreased as provided in
the bylaws. The names, addresses and categories of the initial
members of the Board of Directors are as follows:
NAME ADDRESS
Steven J. Blad 6744 S. Spencer Street
Las Vegas, Nevada 89119
Richard S. Huson 6744 S. Spencer Street
Las Vegas, Nevada 89119
Ron Keil 6744 S. Spencer Street
Las Vegas, Nevada 89119
Jamie McKee 6744 S. Spencer Street
Las Vegas, Nevada 89119
David Sampson 6744 S. Spencer Street
Las Vegas, Nevada 89119
Bob L. Smith 6744 S. Spencer Street
Las Vegas, Nevada 89119
ARTICLE VI
BYLAWS
The Board of Directors shall have power to make, alter,
amend and repeal the bylaws of the Corporation. Any bylaws made
by the Board of Directors under the powers conferred hereby may
be altered, amended or repealed by a majority vote of the entire
Board of Directors or by a
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two-thirds vote of all of the stock issued and outstanding at any
annual or special meeting of stockholders, provided that notice
of intention to amend shall have been contained in the notice for
such meeting.
ARTICLE VII
INCORPORATOR
The name and address of the incorporator of the Corporation
is Robert C. Kim, Kummer Kaempfer Bonner & Renshaw, 3800 Howard
Hughes Parkway, Seventh Floor, Las Vegas, Nevada 89109.
ARTICLE VIII
DIRECTORS' AND OFFICERS' LIABILITY
A director or officer of the Corporation shall not be
personally liable to this Corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer,
but this Article shall not eliminate or limit the liability of a
director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or
(ii) the unlawful payment of distributions. Any repeal or
modification of this article by the stockholders of the
Corporation shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such
repeal or modification.
ARTICLE IX
INDEMNITY
Every person who was or is a party to, or is threatened to
be made a party to, or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, or a person of whom
he is the legal representative, is or was a director or officer
of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, or
as its representative in a partnership, joint venture trust or
other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under the laws of the State of
Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or
to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. Such right of indemnification shall be
a contract right which may be enforced in any manner desired by
such person. The expenses of directors and officers incurred in
defending a civil or criminal action, suit or proceeding must be
paid by the Corporation as they are incurred and in advance of
the final disposition of the action suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be
indemnified by the Corporation. Such right of indemnification
shall not be exclusive of any other right which such directors,
officers or representatives may have or hereafter acquire, and,
without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any
bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this Article.
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Without limiting the application of the foregoing, the Board
of Directors may adopt Bylaws from time to time with respect to
indemnification, to provide at all times the fullest
indemnification permitted under the laws of the State of Nevada,
and may cause the Corporation to purchase and maintain insurance
on behalf of any person who is or was a director or officer of
the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, or
as its representative in a partnership, joint venture, trust or
other enterprise against any liability asserted against such
person and incurred in any such capacity or arising out of such
status, whether or not the Corporation would have the power to
indemnify such person. The indemnification provided in this
Article shall continue as to a person who has ceased to be a
director, officer, employee, agent, and shall inure to the
benefit of the heirs, executors and administrators of such
person.
ARTICLE X
GAMING REGULATORY MATTERS
If the Nevada Gaming Commission or the governing gaming
regulatory agency of a jurisdiction in which the Corporation
holds a privileged license (collectively "Gaming Regulatory
Authorities") at any time determines that a holder of stock or
other security of this Corporation is unsuitable to hold such
stock or other security, then, until such stock or security is no
longer owned by such person, (a) the Corporation shall not be
required or permitted to pay any dividend or interest with
respect to the stock or security, (b) the holder of such stock or
security shall not be entitled to vote on any matter as the
holder of such stock or security, and such stock or security
shall not, for any purpose whatsoever, be included in the stock
or security of the Corporation entitled to vote, and (c) the
Corporation shall not pay any remuneration in any form to the
holder of such stock or security.
If the Gaming Regulatory Authorities determine that a holder
of stock or other security of this Corporation is unsuitable,
such holder shall, upon written demand of the Corporation,
relinquish ownership of such stock or security and, if the
Corporation determines it to be necessary, the Corporation may
purchase such stock or security for cash at fair market value to
be determined at the sole discretion of the Corporation.
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IN WITNESS WHEREOF, I have hereunto set my hand this 4th day
of March 1999, declaring and certifying that the facts stated
hereinabove are true.
/s/ Robert C. Kim
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Robert C. Kim, Incorporator
ACKNOWLEDGMENT
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
This instrument was acknowledged before me on March 4, 1999,
by Robert C. Kim as Incorporator of Casinovations Nevada
Incorporated.
/s/ Kimberly Schroeder
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Notary Public
[SEAL: Kimberly Schroeder
Notary Public - Nevada
My appt. exp. July 18, 2000
No. 96-4320-1]
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