EXHIBIT 3.25
UNITED STATES OF AMERICA
STATE OF LOUISIANA
FOX MCKEITHEN
SECRETARY OF STATE
As Secretary of State, of the State of Louisiana, I do hereby Certify that the
annexed and following is a True and Correct copy of the Articles of
Incorporation, Initial Report, Amendments and 1996 Annual Report of
LOUISIANA GAMING ENTERPRISES, INC.
A LOUISIANA corporation domiciled at HARVEY,
As shown by comparison with documents filed and recorded in this Office.
In testimony whereof, I have hereunto set my hand and caused the Seal of my
Office to be affixed at the City of Baton Rouge on,
April 29, 1997
/s/ Fox McKeithen
CBU
Secretary of State
ARTICLES OF INCORPORATION *UNITED STATES OF AMERICA
*
OF *STATE OF LOUISIANA
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LOUISIANA GAMING ENTERPRISES, INC. *PARISH OF JEFFERSON
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BE IT KNOWN that on the 22nd day of October, 1991, before me, William L.
Von Hoene, Notary Public duly commissioned and qualified in and for the State
and parish aforesaid, personally appeared the subscribers hereto, of full age of
majority, who declared to me, Notary, in the presence of the undersigned
competent witnesses, that availing themselves of the provisions of the Louisiana
Business Corporation Law (Louisiana R.S. 12:1 et seq), they do hereby form,
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organize and constitute themselves, as well as all such other persons who may
hereafter join or become associated with them or their successors; into a
business corporation under and in accordance with the following Articles of
Incorporation:
ARTICLE I
The name of the Corporation is LOUISIANA GAMING ENTERPRISES, INC.
ARTICLE II
The Corporation's purpose is to engage in any lawful activity for which
corporations may be formed under the Louisiana Business Corporation Law.
ARTICLE III
The Corporation has authority to issue 100 shares of common stock without
par value.
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ARTICLE IV
The Incorporators' names and post office addresses are:
Name Address
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Eric F. Skrmetta 501 Destrehan Avenue
Harvey, Louisiana 70058
ARTICLE V
Shareholders shall have preemptive rights.
ARTICLE VI
The business affairs of the corporation shall be managed by the Board of
Directors. The number of directors shall be such number, not less than three
nor more than five, as may be designated in the by-laws and if not designated,
as may from time to time be elected by the shareholders, except that when all of
the outstanding shares are held of record by fewer than three shareholders, then
there need be only as many directors as there are shareholders, but this shall
not prevent a greater number of directors as aforesaid. Any director absent
from a meeting of the Board of Directors, or any committee thereof, may be
represented by any other director who may cast the absent director's vote
according to his or her written instructions, general or special.
ARTICLE VII
Special meetings of shareholders may be called by the president or by a
majority of the Board of Directors.
ARTICLE VIII
Without any necessity of action by the shareholders, previously authorized
but unissued shares of stock of the
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corporation may be issued from time to time by the Board of Directors, and any
and all shares so issued and paid for, shall be deemed full paid stock and not
liable to any further assessment or call, and the holder of such shares shall
not be liable for any further payment thereon.
ARTICLE IX
In the election of directors, each shareholder of record shall have the
right to multiply the number of votes to which he or she is entitled by the
number of directors to be elected, and to cast all such votes for one candidate,
or distribute them among any two or more candidates.
ARTICLE X
Whenever the affirmative vote of shareholders is required to authorize or
constitute corporate action, the consent in writing to such action signed only
by shareholders holding that proportion of the total voting power on the
question which is required by law or by these Articles of Incorporation,
whichever requirement is higher, shall be sufficient for the purpose, without
necessity for a meeting of shareholders.
ARTICLE XI
Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, which are not claimed by the shareholders entitled thereto
within one year after the dividend or redemption price became payable or the
shares became issuable, despite reasonable efforts by the
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corporation to pay the dividend or redemption price or deliver the certificates
for the shares to such shareholders within such time, shall, at the expiration
of such time, revert in full ownership to the corporation, and the corporation's
obligation to pay such dividend or redemption price or issue such shares, as the
case may be, shall thereupon cease; provided that the board of directors may, at
any time, for any reason satisfactory to it, but need not, authorize (a) payment
of the amount of any cash or property dividend or redemption price or (b)
issuance of any shares, ownership of which has reverted to the corporation
pursuant to this article, to the entity who or which would be entitled thereto
had such reversion not occurred.
THUS DONE AND PASSED IN MULTIPLE ORIGINALS in Harvey, State of Louisiana,
on the day, month and year hereinabove set forth in the presence of the
undersigned competent witnesses and me, Notary, after due reading of the whole.
WITNESSES:
/s/
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/s/
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/s/ Eric F. Skrmetta
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Eric F. Skrmetta
/s/ William L. Von Hoene
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William L. Von Hoene, NOTARY PUBLIC
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INITIAL REPORT
OF
LOUISIANA GAMING ENTERPRISES, INC.
ARTICLE I
The Corporation's registered office is located at and its municipal address
is 501 Destrehan Avenue, Harvey, Louisiana 70058.
ARTICLE II
Its registered agent is Eric F. Skrmetta; his address is 501 Destrehan
Avenue, Harvey, Louisiana 70058.
ARTICLE III
The first directors are:
Eric F. Skrmetta 501 Destrehan Avenue
Harvey, Louisiana 70058
/s/ Eric F. Skrmetta
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Eric F. Skrmetta
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AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
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BY DESIGNATED REGISTERED AGENT
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Corporations Department
Office of the Secretary of State
State of Louisiana
STATE OF LOUISIANA
PARISH OF JEFFERSON
On the 22nd day of October, 1991, before me, a Notary Public in and for the
State and Parish aforesaid, personally came and appeared Eric F. Skrmetta, whose
post office address is 501 Destrehan, Harvey, Louisiana 70058, who is to me
known to be the person, and who, being duly sworn, acknowledged to me that he
does hereby accept appointment as the Registered Agent of LOUISIANA GAMING
ENTERPRISES, INC., which is a Corporation authorized to transact business in the
State of Louisiana pursuant to the provisions of the Title 12, Chapter 1, 2, and
3.
/s/ Eric F. Skrmetta
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Eric F. Skrmetta
REGISTERED AGENT
Subscribed and sworn to before
me on the day, month, and year
first above set forth
/s/ William L. Von Hoene
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William L. Von Hoene, Notary Public
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W. Fox McKeithen NOTICE OF CHANGE OF REGISTERED OFFICE
AND/OR CHANGE OF REGISTERED AGENT
Secretary of State (R.S. 12.104 & 12.236)
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Domestic Corporation Return to: Corporations Division
(Business or Non-Profit) P.O. Box 94125
Enclose $20.00 filing fee Baton Rouge, LA 70804-3125
Make remittance payable to Phone (504) 925-4704
Secretary of State
Do not send cash
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Corporation Name LOUISIANA GAMING ENTERPRISES, INC.
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CHANGE OF LOCATION OF REGISTERED OFFICE
[Eligible]
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JASON A. RABALAIS, VICE PRESIDENT & GENERAL MANAGER
CHANGE OF REGISTERED AGENT(S)
Notice is hereby given that the Board of Directors of the above named
corporation has authorized the change of the corporation's registered agent(s).
The name(s) and address(es) of the new registered agent(s) are as follows
MR.JASON A. RABALAIS, 4132 PETERS ROAD, HARVEY, LOUISIANA 70058
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President, Vice President or Secretary
JASON A. RABALAIS, VICE PRESIDENT & GENERAL MANAGER
AGENT AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE
[Eligible]
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JASON A. RABALAIS
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Registered Agent(s)
Sworn to and subscribed before me this __________ day of __________, 19__
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Notary
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UNANIMOUS WRITTEN CONSENT
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OF THE SHAREHOLDERS OF
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LOUISIANA GAMING ENTERPRISES, INC.
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Pursuant to La R.S. 12:76 and in lieu of a meeting of Shareholders of
Louisiana Gaming Enterprises, Inc. (the "Corporation") for such purposes, the
undersigned being all of the Shareholders of this Corporation, do hereby take
and authorize by unanimous written consent each and all of the following actions
for election of Directors as hereinafter set forth:
RESOLVED, that the following named individuals are hereby elected as
Directors of the Corporation effective immediately and shall serve until their
respective successors are chosen and qualified:
Robert F. List
Timothy J. Parrot
There being no further business to be taken by the undersigned Shareholders
pursuant to this Unanimous Written Consent, each of the Shareholders has signed
this Unanimous Written Consent as of the date indicated below, and this
Unanimous Written Consent shall be filed with or otherwise entered on the
minutes and other appropriate records of this Corporation.
____________________________, 1996.
Boomtown, Inc.
Sole Shareholder
By:___________________________
Timothy J. Parrot
Authorized Representative
CERTIFICATE
I, Secretary of Louisiana Gaming Enterprises, Inc. (the "Corporation"),
hereby certify that the subscribers to the foregoing consent are the registered
holders of all of the outstanding shares of the Corporation having voting powers
on the matters set forth therein, on this ____ day of _________, 1996.
____________________________________
Robert F. List
Secretary
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UNANIMOUS WRITTEN CONSENT
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OF THE BOARD OF DIRECTORS
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LOUISIANA GAMING ENTERPRISES, INC.
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Pursuant to La R.S. 12:81C(9), and in lieu of a meeting of the Board of
Directors for such purposes, the undersigned, being all of the Directors of
Louisiana Gaming Enterprises, Inc. (the "Corporation") do hereby take and
authorize by unanimous written consent each and all of the following actions for
appointment of officers as hereinafter set forth:
RESOLVED, that the following persons are nominated and elected as officers
of the corporation effective immediately to serve until their respective
successors are chosen and qualfied:
Chairman of the Board - Timothy J. Parrot
Chief Executive Officer - Timothy J. Parrot
President - Phil Bryan
Secretary/Treasurer - Robert F. List
IN WITNESS WHEREOF, this Unanimous Written Consent has been executed by
each Director of the Corporation on the date written below.
/s/ Timothy J. Parrot September 2, 1996
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Timothy J. Parrot
/s/ Robert F. List September 2, 1996
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Robert F. List
CERTIFICATE
I, Secretary of Louisiana Gaming Enterprises, Inc. (the "Corporation"),
certify that the subscribers to the foregoing consent constitute all of the
members of the Board of Directors of the Corporation having voting power on the
matters set forth therein, on the 2nd day of Sept., 1996.
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/s/
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Robert F. List
Secretary
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