EXHIBIT 3.45 ARTICLES OF ORGANIZATION OF INDIANA VENTURES LLC The undersigned person acting as the organizer to form a limited liability company (the "Company") under the provisions of Chapter 86 of the Nevada Revised Statutes, adopt the following Articles of Organization. ARTICLE 1 NAME The name of the Company is Indiana Ventures LLC. ARTICLE 2 PERIOD OF DURATION The latest date upon which the Company will dissolve is fifty-five (55) years after the date of filing of the Articles of Organization with the Secretary of State of the State of Nevada, unless the Company is earlier dissolved in accordance with either the provisions of the Operating Agreement of the Company (as originally executed and as amended from time to time (the "Operating Agreement'), or the Nevada Limited Liability Company Act, Nev. Rev. Stat. (S)(S) 86.011 to 86.571, as amended from time to time (the "Act"). Capitalized terms used herein but not defined shall have the meanings set forth in the Operating Agreement. ARTICLE 3 PURPOSE The purpose of the Company shall be: A. to own, lease, operate, construct, acquire and maintain a riverboat gaming project to be located in Switzerland County, Indiana and such other facilities related thereto as may be approved in accordance with the Operating Agreement and associated intangible property rights such as trade or service marks, and to engage in any lawful business and matters reasonably related thereto whether directly or through one or more Subsidiaries; B. to exercise all other powers necessary to, or reasonably connected with, the Company's businesses and which may legally be exercised by limited liability companies under the Act; and C. to engage in all activities necessary, customary, convenient, or incident to any of the foregoing. ARTICLE 4 PRINCIPAL PLACE OF BUSINESS The principal place of business of the Company within the State of Nevada shall first be at 3930 Howard Hughes Parkway, Las Vegas, Nevada 89109. The records required by Nev. Rev. Stat. (S) 86.241 shall be maintained at this address. ARTICLE 5 RESIDENT AGENT The Company's registered office shall first be at 1700 Bank of America Plaza, 300 S. Fourth St., Las Vegas, NV 89101 and the name of its initial resident agent at such address shall be Lionel Sawyer & Collins. ARTICLE 6 RIGHT TO CONTINUE BUSINESS Upon the death, insanity, retirement, resignation, expulsion, bankruptcy, dissolution of a Member or occurrence of any other event which terminates the continued membership of a Member in the Company, the Company shall be dissolved, unless the business of the Company is continued by the consent of not less than a majority in interest of the Members as provided in the Operating Agreement. ARTICLE 7 MANAGEMENT Section 8.01 Management. The business and affairs of the Company ---------- shall be managed by the Members solely in accordance with the provisions of the Operating Agreement. Section 8.02 Names and Addresses. The names and addresses of the ------------------- Members are: Name Address ---- ------- Full House, L.L.C. 5008 West 96/th/ St. Indianapolis, Indiana 46268 Hilton Gaming (Switzerland County) 3930 Howard Hughes Parkway Corporation Las Vegas, NV 89109 Boomtown Hoosier, Inc. P.O. Box 399 Verdi, NV 89439 Section 8.03 Right to Contract Debt. The Members may contract debts ---------------------- on behalf of the Company only in compliance with the provisions of the Operating Agreement. -2- ARTICLE 8 DATA RESPECTING ORGANIZER The name and post office address of the organizer, who is not a Member or manager of the Company, is as follows: Teresa M. Ovies 50 W. Liberty #1100 Reno, NV 89501 EXECUTED this 22 day of December, 1995. /s/ Teresa M. Ovies --------------------------------- Teresa M. Ovies, Organizer STATE OF NEVADA ) )ss: COUNTY OF WASHOE ) This instrument was acknowledged before me on Dec 22 1995, by Teresa M. Ovies. /s/ Irene E. Madrid --------------------------------- NOTARY PUBLIC -3-