EXHIBIT 3.19
FILING FEE: $75.OO
BY: MCDONALD, CABANO, WILSON
P.O. BOX 2670
RENO, NEVADA 89505
CERTIFICATE OF AMENDED
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AND RESTATED ARTICLES
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OF INCORPORATION FOR
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BOOMTOWN, INC.
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a Nevada Corporation
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RICHARD N. SCOTT and ROBERT H. MOORE certify that:
1. They are the president and secretary, respectively, of BOOMTOWN, INC.,
a Nevada Corporation (the "Corporation").
2. Capital has been contributed to the Corporation.
3. Pursuant to Nevada Revised Statutes (S)(S)(S) 78.385, 78.390, 78.395
and 78.403, the amended and restated articles of incorporation of the
Corporation set forth immediately below have been duly approved by the required
vote of shareholders of the Corporation and are set forth as follows:
FIRST: The name of the corporation is BOOMTOWN, INC., a Nevada
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corporation.
SECOND: The address and location of the principal office of the
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Corporation in the State of Nevada is Interstate 80 and Garson Road, Verdi,
Washoe County, Nevada. (Amended July 10, 1987)
THIRD: The purposes for which the Corporation is organized are as
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follows:
(a) to conduct gaming in the State of Nevada in accordance with the
laws of the State of Nevada and the United States of America; and
(b) to engage in any lawful activity. (Amended December 31, 1969)
FOURTH: The aggregate number of shares that the Corporation shall have
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authority to issue is Three Hundred
Thousand (300,000) shares of common stock with a par value of One Dollar ($1.00)
per share (herein referred to as "Common Stock").
Any and all shares of stock in this Corporation shall be paid in as the
Board of Directors may designate and as provided by law, in cash, real or
personal property, services, leases, options to purchase, or any other valuable
right or thing for the uses or purposes of the Corporation, and all shares of
stock when issued in exchange therefor, shall thereupon and thereby become and
be fully paid the same as though paid for in cash and shall be nonassessable
forever, and shall not be subject to pay the debt of the Corporation. The
judgment of the Directors as to the value of any property, right or thing,
acquired in purchase or exchange will be conclusive.
The Corporation shall not issue any stock or securities except in
accordance with the provisions of the Nevada Gaming Control Act and the
regulations thereunder. The issuance of any stock or securities in violation
thereof shall be ineffective and such stock or securities shall be deemed not to
be issued and outstanding until (1) the Corporation shall cease to be subject to
the jurisdiction of the Nevada Gaming Commission, or (2) the Nevada Gaming
Commission shall, by affirmative action, validate said issuance or waive any
defect in issuance.
No stock or securities issued by the Corporation and no interest, claim or
charge therein or thereto shall be
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transferred in any manner whatsoever except in accordance with the provisions of
the Nevada Gaming Control Act and the regulations thereunder. Any transfer in
violation thereof shall be ineffective until (1) the Corporation shall cease to
be subject to the jurisdiction of the Nevada Gaming Commission, or (2) the
Nevada Gaming Commission shall, by affirmative action, validate said transfer or
waive any defect in said transfer.
If the Commission at any time determines that a holder of stock or other
securities of this Corporation is unsuitable to hold such securities, then until
such securities are owned by persons found by the Commission to be suitable to
own them, (a) the Corporation shall not be required or permitted to pay any
dividend or interest with regard to the securities, (b) the holder of such
securities shall not be entitled to vote on any matter as the holder of the
securities, and such securities shall not for any purposes be included in the
securities of the Corporation entitled to vote, and (c) the Corporation shall
not pay any remuneration in any form to the holder of the securities. (Amended
July 10, 1987)
FIFTH: Members of the Governing Board shall be known as "Directors" and
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the number thereof shall be not less than three (3) nor more than ten (10), the
exact number to be fixed by the By-Laws of the Corporation, provided that the
number so fixed by the By-Laws may be increased or decreased from time to time.
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The names and addresses of the present Board of Directors who are to serve
as Directors until the successors have been elected are as follows:
ROBERT A. CASHELL 4150 Basque Lane
Reno, Nevada
NANCY P. CASHELL 4150 Basque Lane
Reno, Nevada
ROBERT H. MOORE P.O. Box 1848
Reno, Nevada
RICHARD N. SCOTT 1190 Williams Avenue
Reno, Nevada
FRANK GIANOPULUS 1525 Webster Way
Reno, Nevada
JAMES MIDDAUGH P.O. Box 251
Verdi, Nevada
LARRY TILLER 8505 Lone Tree Lane
Reno, Nevada
(Amended July 10, 1987)
SIXTH: The names and post office addresses of each of
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the incorporators are as follows:
ROBERT A. CASHELL 4150 Basque Lane
Reno, Nevada
ROBERT H. MOORE P.O. Box 1848
Reno, Nevada
RICHARD R. KEARNEY 1200 Grand View Avenue
Reno, Nevada
ROBERT L. McDONALD 60 Court Street
Reno, Nevada
DONALD L. CARANO 60 Court Street
Reno, Nevada
SEVENTH: The Corporation is to have perpetual existence. (Amended July
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10, 1987)
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EIGHTH: In furtherance and not in limitation of the rights, powers,
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privileges and discretionary authority granted or conferred by the Private
Corporations Law of the State of Nevada or other statutes or laws of the State
of Nevada, the Board of Directors is expressly authorized:
A. To make, amend, alter or repeal the Bylaws of the Corporation;
B. To authorize and cause to be executed mortgages and liens upon the
real and personal property of the Corporation;
C. To set apart out of any funds of the Corporation available for
dividends, a reserve or reserves for any proper purpose and to reduce any such
reserve in the manner in which it was created;
D. To adopt from time to time Bylaw provisions with respect to
indemnification of directors, officers, employees, agents and other persons as
it shall deem expedient and in the best interests of the Corporation and to the
fullest extent permitted by the Private Corporations Law of the State of Nevada;
and
E. To fix and determine designations, preferences, privileges, rights and
powers and relative, participating, optional or other special rights,
qualifications, limitations or restrictions on the capital stock of the
Corporation as provided by Nevada Revised Statutes (S) 78.195, unless otherwise
provided herein. (Amended July 10, 1987)
NINTH: A resolution in writing, signed by all of the members of the
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Board of Directors, shall be and constitute action by the Board of Directors to
the effect therein expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting, and it shall be the duty
of the secretary to record every such resolution in the minute book under its
proper date. (Amended July 10, 1987)
TENTH: Subject to the provisions of the Private Corporations Law of the
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State of Nevada, no director,
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officer, or stockholder of the Corporation shall be liable individually or
personally to the Corporation for damages resulting from a breach of fiduciary
duty as a director or officer except for (i) acts or omissions which involve
intentional misconduct, fraud, or a knowing violation of law; or (ii) the
payment of dividends in violation of Nevada Revised Statutes (S) 78.300.
Neither the amendment or repeal of this Article TENTH, nor the adoption of
any provision of the Articles of Incorporation or Bylaws or of any statute
inconsistent with this Article TENTH, shall eliminate or reduce the effect of
this Article TENTH in respect of any acts or omissions occurring prior to such
amendment, repeal or adoption of an inconsistent provision. (Amended July 10,
1987)
ELEVENTH: The initial resident agent of the Corporation in the State of
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Nevada is:
Robert H. Moore
Interstate 80 and Garson Road
Verdi, Nevada 89439
(Amended July 10, 1987)
IN WITNESS WHEREOF, we have hereunto set our hands and executed these
Amended Articles of Incorporation this ___ day of _______________, ____.
_____________________________
Richard N. Scott,
President
_____________________________
Robert H. Moore,
Secretary
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STATE OF NEVADA )
) SS.
COUNTY OF WASHOE )
On this ____ day of _______________, 19___, personally appeared before the
undersigned, a Notary Public in and for the County of Washoe, State of Nevada,
Richard N. Scott and Robert H. Moore, known to me to be the persons described in
and who executed the foregoing instrument freely and voluntarily and for the
uses and purposes mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
_____________________________
NOTARY PUBLIC
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INVOICE #29025 DF EXPEDITE #E028
CT CORPORATION SYSTEM
ATTN: BARBARA CANNIZZO
49 STEVENSON ST. STE. 900
SAN FRANCISCO, CA 94105
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
BOOMTOWN, INC.
Richard N. Scott and Leo W. Sumrall certify that:
1. They are the President and Secretary respectively, of BOOMTOWN, INC.,
a Nevada Corporation (the "Corporation").
2. Pursuant to Nevada Revised Statutes SS 78.388 and 78,390, the
amendment to the Articles of Incorporation of the Corporation set forth
immediately below has been duly approved by the written consent of the sole
stockholder of the Corporation and is as follows:
Article FIRST is amended to read in its entirety as follows:
"FIRST: The name of the Corporation is Boomtown Hotel and Casino, Inc."
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IN WITNESS WHEREOF, we have hereunto set our hands and executed this
Certificate.
Dated: ________________
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Richard N. Scott, President
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Leo W. Sumrall, Secretary
STATE OF NEVADA )
) SS.
COUNTY OF SANTA CLARA )
On ______________, 19__, personally appeared before me, a Notary Public,
Richard N. Scott and Leo W. Sumrall, who acknowledged that they executed the
above instrument.
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NOTARY PUBLIC
ARTICLES OF MERGER
OF
BOOMTOWN WATER COMPANY, INC.
INTO
BOOMTOWN HOTEL & CASINO, INC.
FIRST: Boomtown Hotel & Casino, Inc. (hereinafter referred to as the
"Parent Corporation"), a corporation of the State of Nevada, owns all of the
outstanding shares of each class of Boomtown Water Company, Inc. (hereinafter
referred to as the "Subsidiary Corporation") a corporation of the State of
Nevada.
SECOND: A plan of merger was adopted by the Board of Directors of the
Parent Corporation whereby the Subsidiary Corporation is to be merged into the
Parent Corporation.
THIRD: Approval of the stockholders of either the Parent or Subsidiary
Corporation was not required.
FOURTH: The complete executed plan of merger is on file at the place of
business of the Parent Corporation located at the intersection of Interstate 80
and Boomtown Garson Road, Verdi, Nevada 89439, and a copy of the plan will be
furnished by the Parent Corporation, on request and without cost, to any
stockholder or any corporation which is a party to this merger.
FIFTH: The Articles of Incorporation of the Parent Corporation in effect
immediately prior to the filing of these Articles of Merger shall continue in
full force and effect as the Articles of Incorporation of the Parent Corporation
until duly amended in accordance with the provisions thereof and applicable law.
BOOMTOWN HOTEL & CASINO, INC.
By:
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Richard N. Scott, President
By:
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Leo W. Sumrall, Assistant
Secretary
State of Nevada )
) ss.
County of Washoe )
On ___________________________ , personally appeared before me, a Notary
Public _________________________________________ who acknowledged that they
(Names of persons appearing and signing document)
executed the above instrument.
__________________________________
Signature of Notary
ARTICLES OF MERGER
MERGING
BOOMTOWN WATER COMPANY, INC. 2244-86
(NV)
INTO
BOOMTOWN HOTEL & CASINO, INC. 697-67 SURVIVOR
(NV)
FILED BY:
MCDONALD, CARANO, WILSON ETAL
P.O. BOX 2670
RENO, NV 89505
RETURN VIA: RENO/CARSON
FILE NO: 697-67 SURVIVOR
FILE DATE: 11/5/93
FILING FEE: $75.OO TS REC. #C97209
Exp. #51038
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