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
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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
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Members are:
Name Address
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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
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on behalf of the Company only in compliance with the provisions of the Operating
Agreement.
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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
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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
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NOTARY PUBLIC
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