Exhibit 3.5
FILED # C3024-00
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FEB 04 2000
ON THE OFFICE OF
/s/ Dean Keller
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DEAN KELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
GOLD DUST WEST CASINO, INC.
The undersigned individual acting as the incorporation of a corporation
(the "Corporation") under the provisions of Chapter 78 of the Nevada Revised
Statutes hereby adopts the following Articles of Incorporation.
1. NAME. The name of the Corporation is Gold Dust West Casino, Inc.
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2. REGISTERED OFFICE AND INITIAL RESIDENT AGENT.
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2.1 Registered office. The street address of the registered office of
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the Corporation is 3500 Lakeside Court, Reno, Washoe Country, Nevada 89509. The
mailing address of the registered office is P.O. Box 30000, Reno, Nevada 89520.
The Corporation may conduct all or part of its business in any other part of the
State of Nevada.
2.2 Resident Agent. The resident agent of the Corporation is the law
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firm of Walther, Key, Maupin, Oats, Cox & LeGoy, located at 3500 Lakeside Court,
P.O. Box 30000, Reno, Nevada 89520.
3. STOCK. The Corporation shall be authorized to issue two thousand, five
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hundred (2,500) shares of stock without par value. All of the shares of stock
shall be of the same class, without preference or distinction.
5. GOVERNING BOARD.
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5.1 Name. The members of the governing board of the Corporation shall
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be designated as Directors.
5.2. Initial Board of Directors. The initial Board of Directors shall
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consist of two (2) members, the names and post office boxes or street addresses,
either residence or business, of whom are as follows. These individuals shall
serve as Directors until the first annual meeting of the shareholders, or until
their successors shall have been elected and qualified.
NAME ADDRESS
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Jeffrey P. Jacobs 240 Main Street
Black Hawk, CO 80432
Stephen R. Roark 240 Main Street
Black Hawk, CO 80422
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5.3. Increase or Decrease of Directors. The number of Directors of the
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Corporation may be increased or decreased from time to time by amendment to the
Bylaws of the Corporation in effect from time to time; provided, however, that
there must at all time be at least one (1) Director.
6. NAME AND ADDRESS OF INCORPORATOR. The name and post office box or
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street address, either residence or business, of the incorporator signing these
Articles of Incorporation are as follows.
NAME ADDRESS
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Debra A. Kelly 3500 Lakeside Court, Suite 200
Reno, Nevada 89509
7. LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS. No director or
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officer of the Corporation shall be personally liable to the Corporation or any
of its stockholders for damages for breach of fiduciary duty as a director or
officer involving any act or omission of any such director or officer. However,
the foregoing provision shall not eliminate or limit the liability of a director
or officer 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
Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of
this Article by the shareholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a
director or officer of the Corporation for acts or omissions prior to such
repeal or modification.
8. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND CERTAIN AGENTS.
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8.1 Third Party Actions. The Corporations shall indemnify any person
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who was or is a party or is threatened to be made a party to or is in any way
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, expect an action by or
in the right of the Corporation, (1) by reason of the fact that he is or was a
director or officer of the Corporation as a director or officer of another
entity or enterprise, (2) by reason of anything done or not, done in such
capacity referred to in clause (1) above, or (3) by reason of the fact that he
is or was an employee or authorized agent of the Corporation and such
threatened, pending or completed action, suit, or proceeding relates to actions
or omissions within the course and scope of such employee's or authorized
agent's duties, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or it in
connection with the action, suit or proceeding, to the fullest extent authorized
by the Nevada Revised Statutes. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
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contenders or its equivalent, does not, of itself, create a presumption that the
person or entity did not act in good faith and in a manner which he or it
reasonably believed to be in or not opposed to the best interest of the
Corporation, and that, with respect to any criminal action or proceeding, he or
it had reasonable cause to believe that his or its conduct was unlawful.
8.2. Corporate Actions. The Corporation shall indemnify any person who
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or was or is a party or is threatened to be made a party to or is in any way
involved in any threatened, pending or completed action, suit, or proceeding by
or in the right of the Corporation to procure a judgment in its favor (1) by
reason of the fact that he is or was a director or officer of the Corporation or
is or was serving at the request of the Corporation as a director or officer of
another entity or enterprise, (2) by reason of anything done or not done in such
capacity referred to in clause (1) above, or (3) by reason of the fact that he
is or was an employee or authorized agent of the Corporation and such
threatened, pending or completed action, suit, or proceeding relates to actions
or omissions within the course and scope of such employee's or authorized
agent's duties, against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in connection with the
defense or settlement of the actions or suit, to the fullest extent authorized
by the Nevada Revised Statutes. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the Corporation or for amounts paid in settlement to the Corporation, unless
and only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
8.3. Advancement of Expenses. The expenses of directors, officers,
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employees, and authorized agents incurred in connection a with civil or criminal
action, suit or proceeding referred to in Sections 8.1 and 8.3 must be paid by
the Corporation as they are incurred and in advance of the final disposition of
the action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the director, officer, employee, or authorized agent to repay the amount if
it is ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the Corporation.
8.4. Reliance. The rights to indemnification and advancement of
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expenses conferred by this Article 8. shall be presumed to have been relied upon
by directors, officers, employees and authorized agents of the Corporation in
serving or continuing to serve the Corporation and shall be enforceable as
contract rights. In any proceeding against the Corporation to enforce these
rights, such person shall be presumed to be entitled to indemnification and the
Corporation shall have burden of proof to overcome that presumption.
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8.5. Nature of Rights. The indemnification and advancement of expenses
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authorized in or ordered by a court pursuant to this Article 8.:
8.5.1. Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
for either an action in his official capacity or an action in another capacity
while holding his office or position, except that indemnification, unless
ordered by a court or for the advancement of expenses made pursuant to the
provisions above, may not be made to or on behalf of any director, officer,
employee, or authorized agent if a final adjudication establishes that his acts
or omissions involved intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action.
8.5.2 Continues for a person who has ceased to be a director,
officer, employee, or authorized agent and inures to the benefit of the heirs,
executors, administrators, and personal representatives of such a person.
8.6. Amendments to Statute. It the Nevada Revised Statutes are
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hereafter amended to permit the Corporation to provide broader indemnification
rights than said Statutes permitted the Corporation to provide prior such
amendment, the indemnification rights conferred by this Article 8. shall be
broadened to the fullest extent permitted by the Nevada Revised Statues, as so
amended.
8.7 Amendments to Indemnification provisions. The provisions of this
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Article 8. shall not be repealed of modified to adversely affect any current or
former director, officer, employee, or authorized agent's rights indemnity
rights there under. Subject to the foregoing limitation, any repeal or
modification of the foregoing provisions of this Article 8., including, without
limitation, any contractual rights arising under or authorized by it, by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director, officer, employee, or authorized agent of the
corporation existing at the time of such repeal or modification. The
Indemnification and advancement of expenses provided in this Article shall
continue for a person who has ceased to be a director, officer, employee, or
authorized agent and inures to the benefit of the heirs, executors and
administrators of such a person.
8.8 Insurance. The Corporation may, but shall not be required to,
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purchase and maintain insurance on behalf of any director, officer, employee or
authorized agent against any liability asserted against the person as a result
of any alleged acts or omissions of the person within the course and scope of
the person's duties as a director, officer, employee or authorized agent of the
Corporation, including attorneys' fees and cost. The
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determination of whether or not the Corporation should maintain any such
insurance shall be made by the Board of Directors.
Dated: February 3, 2000.
/s/ Debra A. Kelly
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Debra A. Kelly
STATE OF NEVADA )
: ss.
COUNTY OF WASHOE )
These Articles of Incorporation were acknowledged before me on Feb 3, 2000,
by Debra A. Kelly.
/s/ Doris A. Dotbon
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Notary Public
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DORIS A. DOTBON
Notary Public - State of Nevada
Appointment Recorded in Washoe County
No: Illegible Expires: July 20,2001
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ANNUAL LIST OF OFFICERS, DIRECTORS AND AGENTS OF:
FILE NUMBER
GOLD DUST WEST CASINO, INC.
3024-2000
FOR THE PERIOD FEB 2001 TO 2002. DUE BY FEB 28, 2001.
The Corporation's duly appointed resident agent in the
State of Nevada upon whom process can be served is:
FOR OFFICE USE ONLY
RA# 77068 FILED (DATE)
FILED
WALTER KEY MAUPIN OATS COX FEB 12 2001
Dean Haller
PO BOX 30000 Secretary of State
RENO NV 89520
[ ] IF THE ABOVE INFORMATION IS INCORRECT, PLEASE CHECK THIS BOX AND A CHANGE
OF RESIDENT AGENT/ADDRESS FORM WILL BE SENT.
PLEASE READ INSTRUCTION BEFORE COMPLETING AND RETURNING THIS FORM.
1. Include the names and addresses, either residence or business, for all
officers and directors. A President, Secretary, Treasurer and all Directors
must be named. There must be at least one director. Last year's information
may have been preprinted. If you need to make changes, cross out the
incorrect information and insert the new information above it. An officer
must sign the form. FORM WILL BE RETURNED IF UNSIGNED.
2. If there are additional directors, attach a list of them to this form.
3. Return the completed form with the $85.00 filing fees. A $15 penalty must
be added for failure to file this form by the deadline. An annual list
received more than 60 days before its due date shall be deemed an amended
list for the previous year.
4. Make your check payable to the Secretary of State. Your canceled check will
constitute a certificate to transact business per NRS-78.155. If you
need the below attachment file stamped, enclose a self-addressed stamped
envelop. To receive a certified copy, enclose a copy of this completed
form, an additional $10.00 and appropriate instructions.
5. Return the completed form to: Secretary of State, 101 North Carson Street,
Suite #3, Carson City, NV 89701-4786 (775) 684-5708
FILING FEE: $85.00 PENALTY:$15.00
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NAME /s/ JEFFREY P JACOBS TITLE(S)
------------------------------------ PRESIDENT
JEFFREY P JACOBS
P. O. BOX STREET ADDRESS CITY ST. ZIP
240 MAIN STREET BLACK HAWK CO 80422
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NAME /s/ STEPHEN R ROARK TITLE(S)
------------------------------------ SECRETARY
STEPHEN R ROARK
P. O. BOX STREET ADDRESS CITY ST. ZIP
240 MAIN STREET BLACK HAWK CO 80422
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NAME /s/ STEPHEN R ROARK TITLE(S)
------------------------------------ TREASURER
STEPHEN R ROARK
P. O. BOX STREET ADDRESS CITY ST. ZIP
240 MAIN STREET BLACK HAWK CO 80422
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NAME TITLE(S)
------------------------------------ DIRECTOR
P. O. BOX STREET ADDRESS CITY ST. ZIP
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NAME TITLE(S)
------------------------------------ DIRECTOR
P. O. BOX STREET ADDRESS CITY ST. ZIP
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I hereby certify this annual list.
/s/ STEPHEN R ROARK
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Signature of Officer Date 1/22/01