EXHIBIT 3.4
ARTICLES OF INCORPORATION
OF
CAPITOL RESORTS OF FLORIDA, INC.
The undersigned desiring to form a corporation for the purposes hereinafter
stated under and pursuant to the laws of the State of Florida, do hereby declare
as follows:
ARTICLE I
NAME
The name of the corporation shall be CAPITOL RESORTS OF FLORIDA, INC.
ARTICLE II
BUSINESS AND PURPOSE
The nature of the business which may be transacted by the corporation is as
follows: This corporation may engage in any activity or business permitted under
the laws of the State of Florida, and shall enjoy all the rights and privileges
of a corporation granted by the laws of the State of Florida.
ARTICLE III
STOCK
The maximum number of shares of stock which this corporation is authorized
to have outstanding at any time shall be 1000 shares of common stock having a
par value of $1.00 per share. The capital stock may be paid for in property,
labor or services at a just valuation to be fixed by the incorporators or by the
directors at a meeting called for such purpose or at the organization meeting.
Property, labor or services may be purchased or paid for with the capital stock
at a just valuation of said property, to be fixed by the directors of the
company. Stock in other corporations of going businesses may be purchased by the
corporation, in return for the issuance of its capital stock, and said purchases
shall be on such basis and for such consideration as the issuance of so much of
the capital stock as the directors of the company may decide.
ARTICLE IV
TERM OF EXISTENCE
This corporation shall have a perpetual existence unless sooner dissolved
according to law.
ARTICLE V
PRINCIPAL OFFICE
The principal office or place of business of the corporation shall be
located at 2055 WOOD STREET, SUITE 215, SARASOTA, FL 34237, with privilege of
having its offices and branch offices at other places within or without the
State of Florida.
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ARTICLE VI
REGISTERED OFFICE AND REGISTERED AGENT
The Registered Agent of this Corporation shall be MICHAEL M. WALLACK, Esq.,
a resident of Sarasota County, Florida, and the Registered Office of the
Corporation shall be 2055 Wood Street, Suite 215, Sarasota, FL 34237.
ARTICLE VII
BOARD OF DIRECTORS
The affairs of the corporation shall be conducted by a board of not less
than one and not more than seven directors.
ARTICLE VIII
INITIAL DIRECTORS
The names and addresses of the first Board of Directors, who, subject to
the provisions of these Articles of Incorporation, shall hold office for the
first year of the Corporation's existence or until their successors are elected
and shall have qualified are the following:
NAME ADDRESS
---- -------
Diane Bloom 1756 Eagle Trace Blvd. West
Coral Springs, FL 33071
ARTICLE IX
SUBSCRIBERS
The names and street addresses and the number of shares of stock subscribed
to by each person signing these Articles of Incorporation are:
NAME ADDRESS NO. OF SHARES
---- ------- -------------
Michael M. Wallack 2055 Wood Street, Suite 215 1000
Sarasota, FL 34237
ARTICLE X
ASSIGNMENT OF SUBSCRIPTION RIGHTS
The original incorporators of the Corporation shall have the right upon its
organization, to assign and deliver their subscriptions of stock to any other
person, or to firms or corporations who may hereafter become subscribers to the
capital stock of the corporation, who, upon acceptance of such assignment, shall
stand in lieu of the original incorporators, and assume and carry out all of the
rights, liabilities and duties entailed by said subscriptions, subject to the
laws of the State of Florida, and the execution of the necessary instruments of
assignment.
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ARTICLE XI
INITIAL OFFICERS
The names, offices, and streets addresses of the first officers of this
Corporation who, subject to the provisions of these Articles of Incorporation,
shall hold office for the first year of the Corporation's existence or until
their successors are elected and shall have qualified, are the following:
NAME OFFICE ADDRESS
---- ------ -------
Diane Bloom President 1756 Eagle Trace Blvd. West
Secretary Coral Springs, FL 33071
Treasurer
ARTICLE XII
MANAGEMENT
The Corporation shall be managed by the Board of Directors, which shall
exercise all powers conferred under the laws of the State of Florida including
without limitation the power:
SECTION A: To hold meetings, to have one or more offices, and to keep the
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books of the Corporation, except as otherwise expressly provided by law, at such
places, whether within or without the State of Florida, as may from time to time
be designated by the Board.
SECTION B: To make, alter, and repeal By-Laws of the Corporation, subject
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to the reserved power of the stockholders to make, alter, and repeal By-Laws.
SECTION C: To determine whether and to what extent and at what times and
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places and under what conditions and regulations the accounts and books of the
Corporation, or any of them, shall be open to the inspection of the
stockholders, and no stockholder shall have any right to inspect any account,
record, book, or document of the Corporation, except as conferred by the laws of
the State of Florida or as authorized by the Board.
SECTION D: To declare and pay dividends upon the shares of capital stock
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of the Corporation either out of net assets in excess of liabilities including
capital or, out of net earnings, all in accordance with the provisions of the
laws of the State of florida.
SECTION E: To fix and determine from time to time an amount to be set
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apart, out of any of the funds of the Corporation available for dividends, a
reserve or reserves for working capital or any other proper purpose or to
abolish any such reserve or reserves.
SECTION F: To make any lawful disposition of any paid in or of capital
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surplus, or create any reserves out of the same, or charge to the same
organization expenses or other similar expenses properly chargeable to capital
account.
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SECTION G: To use or apply any funds of the Corporation lawfully available
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therefore for the purchase or acquisition of shares of the capital stock or
bonds or other securities of the Corporation, in the market or otherwise, at
such price as may be fixed by the Board, and to such extent and in such manner
and for such purposes and upon such terms as the Board may deem expedient and as
may be permitted by law.
SECTION H: From time to time in such manner and upon such terms and
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conditions as may be determined by the Board, to provide and carry out and
recall, abolish, revise, alter, or change, one or more plan or plans for:
(1) The issue or the purchase and sale of its capital stock or
granting of options therefore to any or all of the employees, officers,
directors of the Corporation, or of any subsidiaries, and the payment of such
stock in installments or at one time, with or without the right to vote thereon
pending payment therefore in full, and for aiding any such persons in paying for
such stock by contributions, compensation for services, or otherwise;
(2) The participation by any or all of the employees, officers, or
directors of the Corporation, or of any subsidiaries in the profits of the
Corporation or of any branch, division, or subsidiary thereof, as part of the
Corporation's legitimate expenses; and,
(3) The furnishing of any or all of the employees, officers, or
directors, of the Corporation, or of any subsidiaries, at the expense, wholly
or in part, of the Corporation, of insurance against accident, sickness, or
death, pensions during old age, disability, or unemployment, or retirement
benefits.
SECTION I: From time to time to authorize and issue obligations of the
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Corporation, secured or unsecured, to include therein such covenants and
restrictions and such provisions as to redeemability, subordination,
convertibility, or otherwise and with such maturities, as the Board in its sole
discretion may determine, and to authorize the mortgaging of, granting a
security interest in, or pledging of, as security therefore, any part or all of
the property of the corporation, real or personal, including after acquired
property.
ARTICLE XIII
TRANSACTIONS WITH RELATED PARTIES
1. No contract or other transaction between the corporation and one or more
of its directors or any other corporation, firm, association or entity in which
one or more of its directors are directors or officers or are financially
interested, shall be either void or voidable because of such relationship or
interest or because such director or directors are present at the meeting of the
boards of directors or a committee thereof which authorizes, approves or
ratifies such contract or transaction or because his or their votes are counted
for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to
the board of directors or committees which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors;
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(b) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or the
shareholders.
2. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or a committee
thereof which authorizes, approves or ratifies such contract, or transaction.
ARTICLE XIV
CUMULATIVE VOTING
Cumulative voting may be permitted by the terms of the By-Laws.
ARTICLE XV
INDEBTEDNESS
The highest amount of indebtedness or liability to which this corporation
may at any time subject itself is unlimited.
ARTICLE XVI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
This Corporation shall indemnify and insure its officers and directors to
the fullest extent permitted by law either now or hereafter.
ARTICLE XVII
BEGINNING OF CORPORATE EXISTENCE
The corporate existence of this corporation shall commence at 8:00 A.M. on
the 23rd day of July, 1997.
IN WITNESS WHEREOF, the undersigned have made, subscribed and acknowledged
these Articles of Incorporation on this 22nd day of July, 1997.
/s/ Michael M. Wallack (SEAL)
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MICHAEL M. WALLACK
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CERTIFICATE OF DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE
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OF PROCESS WITHIN THIS STATE NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
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In pursuance of Chapter 48.091, Florida Statutes, the following is
submitted, in compliance with said Act:
First CAPITOL RESORTS OF FLORIDA, INC. desiring to organize under the laws
of the State of Florida, with its principal office, as indicated in the Articles
of Incorporation at the City of Sarasota, State of Florida, has named MICHAEL M.
WALLACK, Esq. located at 2055 Wood Street, Suite 215, Sarasota, FL 34237, as its
agent to accept service of process within the State.
Having been named to accept service of process for the above stated
Corporation, at place designated in this Certificate, I hereby accept to act
in this capacity and agree to comply with the provisions of said Act relative
to keeping open said office.
/s/ MICHAEL M. WALLACK
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MICHAEL M. WALLACK
REGISTERED AGENT
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