EXHIBIT 3.37
STATE OF MISSISSIPPI
SECRETARY OF STATE
DICK MOLPUS
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Mississippi Corporation Information System
Corporation Name
CASINO ONE CORPORATION
Corp ID: 0586932
Filed: 03/19/1992 at 8:00 A.M.
Dick Molpus
Secretary of State
Filing Fee Receipt: $50.00
Secretary of State
P.O. Box 136
Jackson, Ms 39205
(601) 359-1333
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401 MISSISSIPPI STREET . P.O. BOX 136 . JACKSON, MS 39205
TELEPHONE (601) 359-1350
X PROFIT [ ] NONPROFIT
(CHECK APPROPRIATE BOX)
The undersigned persons, pursuant to Section 79-4-202 (if a profit
corporation) or Section 79-11-137 (if a nonprofit corporation) of the
Mississippi Code of 1972, hereby execute the following document and set forth:
1. The name of the corporation is
Casino One Corporation
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2. Domicile address is 145 South Second Street East
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STREET
Tunica, MS 38676
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CITY/STATE/COUNTY/ZIP
3. FOR NON-PROFITS ONLY: The period of duration is ______________ years or
____________ perpetual.
4. (a) The number (and classes, if any) of shares the corporation is
authorized to issue is (are) as follows (THIS IS FOR PROFIT ONLY):
Class(es) No. of Shares Authorized
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Common 1,000,000
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_________________ ________________________
_________________ ________________________
4. (b) If more than one (1) class of shares is authorized, the preferences,
limitations, and relative rights of each class are as follows:
5. The street address of its initial registered office is
145 South Second Street East
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STREET
Tunica, MS 38676
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CITY/STATE/ZIP
and the name of its initial registered agent at such address is
Brian P. Bolis
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6. The name and complete address of each incorporator is as follows (PLEASE
TYPE OR PRINT):
Brian P. Bolis, 145 S. Second St E, P.O. Box 1354, Tunica, MS 38676
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Bobby G. Bordges, P.O. Box 1914, Tunica, MS 38676
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NAME/STREET ADDRESS/CITY/STATE/ZIP
7. Other provisions: __________________________________________________________
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/s/ Brian P. Bolis
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/s/ Bobby G. Bordges
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INCORPORATORS (SIGNATURE)
ARTICLES OF MERGER
OF
CASINO ONE ACQUISITION CORPORATION
(a Mississippi corporation)
into
CASINO ONE CORPORATION
(a Mississippi corporation)
Pursuant to the Mississippi Business Corporation Act, the undersigned
corporation executes the following Articles of Merger:
FIRST: The Plan of Merger attached hereto as Appendix A and made a part
hereof has been approved by each constituent corporation.
SECOND: As to each constituent corporation, the designation, number of
outstanding shares and number of votes entitled to be cast by each voting group
entitled to vote separately on the Plan of Merger are as follows:
Designation of Number of Number of Votes
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Name of Corporation Class Outstanding Shares Entitled to be Cast
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Casino One Acquisition
Corporation Common Stock 100 100
Casino One Corporation Common Stock 100,000 100,000
THIRD: As to each constituent corporation, the total number of votes cast
for and against the Plan of Merger by each voting group were as follows, which
number was sufficient for approval by such voting group:
Designation of Total Voted
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Name of Corporation Class Outstanding Shares Against
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Casino One Acquisition
Corporation Common Stock 100 0
Casino One Corporation Common Stock 100,000 0
Dated this 11/th/ day of May, 1993.
CASINO ONE CORPORATION
By /s/ Sheldon T. Fleck
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Sheldon T. Fleck, Secretary/
Treasurer (and Secretary of Casino
One Acquisition Corporation)
APPENDIX A
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PLAN OF MERGER
ARTICLE 1.
NAMES OF MERGING CORPORATIONS AND SURVIVING CORPORATIONS
The names of the Merging Corporations are Casino One Acquisition
Corporation, a Mississippi corporation ("Acquisition") and Casino One
Corporation, a Mississippi corporation ("COC"). Acquisition and COC shall be
merged pursuant to the Laws of the State of Mississippi (the "Merger") into a
single corporation which shall be COC (hereinafter sometimes referred to as the
"Surviving Corporation."). Acquisition and COC are sometimes herein referred to
as the "Merging Corporations."
ARTICLE 2.
MEANS OF EFFECTING MERGER AND CONVERTING STOCK
2.1) In accordance with the provisions of this Plan and the applicable
laws of the State of Mississippi, at the Effective Time (as defined in Section
2.2 hereof), Acquisition shall be merged with and into COC, and COC shall be the
Surviving Corporation and shall continue its corporate existence and
organization under the laws of the State of Mississippi.
2.2) As used in this Agreement, the term "Effective Date" shall be the
time of the filing of Articles of Merger containing this Plan of Merger with the
Mississippi Secretary of State in the manner described in Section 79-4-11.05 of
the Mississippi Business Corporation Act.
2.3) At the Effective Date, by virtue of the Merger and without any action
by any shareholder of Acquisition, all of the shares of Common Stock of
Acquisition that are outstanding at the Effective Date shall be surrendered,
cancelled, and retired, and in exchange therefor, the Surviving Corporation
shall issue to Gaming Corporation of America, a Minnesota corporation ("GCA"),
which is the sole shareholder of Acquisition, 100 shares of Common Stock of the
Surviving Corporation.
2.4) At the Effective Date, by virtue of the Merger and without any action
by any shareholder of COC, all shares of Common Stock of COC that are
outstanding at the Effective Date (other than shares of Common Stock of COC
issued to GCA) shall be converted in the aggregate into 730,000 shares of GCA
Common Stock. Any shares of COC Common Stock issued and held in the treasury of
COC at the Effective Date shall be cancelled. Each shareholder of COC
immediately prior to the Effective Date shall receive such shareholder's pro
rata portion of such aggregate number of GCA shares set forth above (rounded to
the nearest whole share of GCA stock and based on the number of COC shares held
by such shareholder compared to the total number of outstanding COC shares
immediately prior to the Effective Date).
2.5) As soon as practicable after the Effective Date, each holder of an
outstanding certificate which immediately prior to the Effective Date
represented outstanding shares of COC Common Stock, upon surrender of such
certificate to the Surviving Corporation, shall
be entitled to receive shares of GCA Common Stock as provided above. Until so
surrendered, each outstanding certificate which prior to the Effective Date
represented shares of COC Common Stock shall be deemed for all corporate
purposes to evidence the ownership of the right to receive the shares of GCA
Common Stock into which such securities have been so converted pursuant to the
terms of the Merger.
ARTICLE 3.
ORGANIZATION OF SURVIVING CORPORATION
3.1) The Articles of Incorporation of COC at the Effective Date shall be
and remain the Articles of Incorporation of the Surviving Corporation until
amended in accordance with law.
3.2) The Bylaws of COC at the Effective Date shall be the Bylaws of the
Surviving Corporation until amended in accordance with law.
3.3) The directors and officers of Acquisition immediately prior to the
Effective Date shall be and become the directors and officers of the Surviving
Corporation on the Effective Date.
ARTICLE 4.
GENERAL PROVISIONS
4.1) At the Effective Date:
(a) The Merging Corporations shall be a single corporation, which shall
be COC.
(b) The separate existence of Acquisition shall cease.
(c) COC shall have all the rights, privileges, immunities and powers and
shall be subject to all of the duties and liabilities of a corporation organized
under the Mississippi Business Corporation Act.
(d) COC shall thereupon and thereafter possess all the rights,
privileges, immunities, and franchises, as well of a public as of a private
nature, of each of the Merging Corporations; and all property, real, personal
and mixed, and all debts due on whatever account, including subscriptions to
shares, and all other choses in action, and all and every other interest, of or
belonging to or due to each of the Merging Corporations, shall be taken and
deemed to be transferred to and vested in COC without further act or deed; and
the title to any real estate, or any interest therein, vested in any of the
Merging Corporation shall not revert or be in any way impaired by reason of the
Merger.
(e) COC shall thenceforth be responsible and liable for all the
liabilities and obligations of each of the Merging Corporations and any claim
existing or action or proceeding pending by or against any of the Merging
Corporation may be prosecuted as if the Merger had not taken place, or COC may
be substituted in its place. Neither the rights of creditors nor any liens upon
the property of any such corporation shall be impaired by the Merger.
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(f) The aggregate amount of the net assets of the Merging Corporations
which was available for the payment of dividends immediately prior to the Merger
shall continue to be available for the payment of dividends by COC.
4.2) If at any time after the Effective Date, the Surviving Corporation
shall consider or be advised that any instruments of further assurance are
desirable in order to evidence the vesting in it of the title of either of the
Merging Corporations to any of the property rights of the Merging Corporations,
the appropriate officers or directors of the Surviving Corporation or of
Acquisition are hereby authorized to execute, acknowledge, and deliver all such
instruments of further assurance and to do all other acts or things, either in
the name of the Surviving Corporation or in the name of Acquisition, as may be
requisite or desirable to carry out the provisions of this Plan of Merger.
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