Exhibit 3.18
STATE OF LOUISIANA
PARISH OF LIVINGSTON
ARTICLES OF ORGANIZATION
OF
HOUMA TRUCK PLAZA & CASINO, L.L.C.
BE IT KNOWN, that on the 10th day of June, 1999, before me, Jay J. Harris,
notary public, duly commissioned and qualified in and for the aforesaid parish
and state, and in the presence of the undersigned competent witnesses,
personally came and appeared Cathy M. Ellis and Deborah M. Bond, who, acting
under the authority of Louisiana's Limited Liability Company Law, R.S. 12:1301
et seq., do hereby organize and constitute themselves into a Limited Liability
Company, for the objects and purposes and under the conditions and agreements of
the following Articles of Organization:
I. NAME
The name of this limited liability company is Houma Truck Plaza & Casino,
L.L.C., referred to hereinafter as "the company."
II. PURPOSE
The company's purpose is to engage in any lawful business activities for
which limited liability companies organized under Chapter 22 of Title 12 of the
Louisiana Revised Statutes (R.S. 12:1301 et seq.) may engage.
III. MANAGEMENT
The company shall be managed by its sole member, Claude M. Penn, Jr.
IV. RESTRICTIONS
Other than those restrictions imposed by law, there shall be no
restrictions on the authority of the company's manager to bind the company.
V. LIABILITY WAIVER AND INDEMNIFICATION
No member shall have any personal liability for monetary damages for breach
of any duty as set forth in R.S. 12:1314, or any activities performed in
connection with the management of the company. Further, each member shall be
fully indemnified by the company for any judgments, settlements, penalties,
fines or expenses incurred because of membership in the company. It is the
intention of this provision to afford members of the company the most complete
relief from liability and the most indemnification permitted by law, and
particularly afforded by R.S. 12:1315.
VI. OPERATING AGREEMENT
The company's operating agreement, if any, shall provide for the company's
status and operations, including questions of management, management rights,
finances, distributions, assignments of membership interests, dissolution and
other operational matters.
VII. NO OPERATING AGREEMENT; STATUTORY APPLICATION
In the absence of a written operating agreement, all questions concerning
the company's status and operations, including questions of management and
management rights, finance, distributions, assignment of membership interests
and dissolution shall, unless otherwise provided, be governed by the laws of the
State of Louisiana and particularly Title 12, Section 1301 et seq. of the
Revised Statutes of Louisiana.
VIII. MISCELLANEOUS
Unless and until amendment of these Articles by proper juridical act
properly filed in the office of the Louisiana Secretary of State, any person
dealing with the company may rely upon a certificate of Claude M. Penn, Jr.,
acting alone, to:
(1) establish the membership of any member of the company,
(2) establish the authenticity of any records of the company, or
(3) establish the authority of any person to act on behalf of the company,
including but not limited to the authority to take actions referred to
in Louisiana Revised Statutes Title 12, Section 1318(B), which actions
include:
a. The dissolution and winding up of the company;
b. The sale, exchange, lease, mortgage, pledge, or other transfers
of all or substantially all of the assets of the company;
c. The merger or consolidation of the company;
d. The incurrence of indebtedness by the company other than in the
ordinary course of its business;
e. The alienation, lease or encumbrance of any immovable of the
company; and
f. An amendment to the articles of organization.
THUS DONE AND SIGNED on the day and date set forth above at the City of
Denham Springs, Parish of Livingston, State of Louisiana, the parties hereto
having affixed their signatures, together with me, Notary, and the undersigned
competent witnesses, after due reading of the whole.
WITNESSES: APPEARERS:
/s/ Illegible /s/ Cathy M. Ellis
- ------------------------------------ -----------------------------------
CATHY M. ELLIS
/s/ Illegible /s/ Deborah M. Bond
- ------------------------------------ -----------------------------------
DEBORAH M. BOND
/s/ Jay J. Harris
---------------------------------------
JAY J. HARRIS, Notary Public
LIMITED LIABILITY COMPANY INITIAL REPORT
(R.S.12:1305 (e))
1. The name of this limited liability company is:
Houma Truck Plaza & Casino, L.L.C.
2. The location and municipal address, not a post office box only, of this
limited liability company's registered office:
1406 S. Range Avenue
Suite 2
Denham Springs, LA 70726
3. The full name and municipal address, not a post office box only, of each of
this limited liability company's registered agent(s) is/are:
Jay J. Harris
1406 S. Range Ave.,
Ste 2,
Denham Springs, LA 70726
4. The names and municipal addresses, not a post office box only, of the first
managers:
Claude M. Penn, Jr.
35059 Bend Road
Denham Springs, LA 70706
To be signed by each person who signed the articles of organization:
/s/ Cathy M. Ellis
---------------------------------
CATHY M. ELLIS
/s/ Deborah M. Bond
---------------------------------
DEBORAH M. BOND
AGENT'S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE
I hereby acknowledge and accept the appointment of registered agent for and
on behalf of Houma Truck Plaza & Casino, L.L.C.
Registered agent(s) signature(s):
/s/ Jay J. Harris
---------------------------------
JAY J. HARRIS
Sworn to and subscribed before me this 10th day of July, 1999
/s/ Charlotte A. Pugh
---------------------------------
CHARLOTTE A. PUGH, Notary Public
- ---------------------------------------------------------------------------------------
W. Fox McKeithen NOTICE OF CHANGE OF REGISTERED OFFICE
Secretary of State AND/OR CHANGE OF REGISTERED AGENT
[GRAPHIC] (R.S. 12:1308)
------------------------------------------------------------------
Domestic Limited Return to: Corporations Division
Liability Company P.O. Box 94125
Enclose $20.00 filing fee Baton Rouge, LA 70804-9125
Make remittance payable to Phone (504)925-4704
Secretary of State
Do not send cash
- ---------------------------------------------------------------------------------------
Limited Liability Company Name: Houma Truck Plaza & Casino, L.L.C.
CHANGE OF LOCATION OF REGISTERED OFFICE
Notice is hereby given that the above named limited liability company has
authorized a change in the location of its registered office, in accordance with
the articles of organization or operating agreement. The new registered office
is located at:
-----------------------------------------------------------------
- --------------------------------------------------------------------------------
-----------------------------------------
To be signed by a manager or member
CHANGE OF REGISTERED AGENT(S)
Notice is hereby given that the above named limited liability company has
authorized the change of its registered agent(s), in accordance with the
articles of organization or operating agreement. The name(s) and address(es) of
the new registered agent(s) is/are as follows: Ian M. Stewart
1003 S. Hugh Wallis, Suite D
LaFayette, LA 70508
/s/ Ian M. Stewart
--------------------------------------
To be signed by a manager or member
Ian M. Stewart, President/Manager
AGENT AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE
I hereby acknowledge and accept the appointment of registered agent(s) for and
on behalf of the above named limited liability company.
--------------------------------------
/s/ Ian M. Stewart
--------------------------------------
Registered Agent(s)
State of Virginia
County of New Kent: Ian M. Stewart
Sworn to and subscribed before me this 14th day of February, 2001
/s/ Illegible
--------------------------------------
Notary
My Commission Expires: August 31, 2004
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
W. Fox McKeithen NOTICE OF CHANGE OF REGISTERED OFFICE
Secretary of State AND/OR CHANGE OF REGISTERED AGENT
[GRAPHIC] (R.S. 12:1308)
----------------------------------------------------------------------
Domestic Limited Return to: Commercial Division
Liability Company P.O. Box 94125
Enclose $20.00 filing fee Baton Rouge, LA 70804-9125
Make remittance payable to Phone (225) 925-4704
Secretary of State Web Site: www.sec.state.la.us
Do Not Send Cash
- -------------------------------------------------------------------------------------------
Limited Liability Company Name: Houma Truck Plaza & Casino, LLC
CHANGE OF LOCATION OF REGISTERED OFFICE
Notice is hereby given that the above named limited liability company has
authorized a change in the location of its registered office, in accordance
with the articles of organization or operating agreement. The new registered
office is located at:
1003 S. Hugh Wallis, Suite D, Lafayette, LA 70508
/s/ Reid M. Smith 03/08/01
----------------------------------------------------
To be signed by a manager or member Date
CHANGE OF REGISTERED AGENT(S)
Notice is hereby given that the above named limited liability company has
authorized the change of its registerd agents(s), in accordance with the
articles of organization or operating agreement. The name(s) and address(es)
of the new registered agent(s) is/are as follows:
-------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
----------------------------------------------------
To be signed by a manager or member Date
AGENT AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE
I hereby acknowledge and accept the appointment of registered agent(s) for and
on behalf of the above named limited liability company.
----------------------------------------------------
----------------------------------------------------
Registered Agents(s)
Sworn to and subscribed before me, the undersigned Notary Public, on this date:
- ----------------
-----------------------------
Notary
- --------------------------------------------------------------------------------
Houma Truck Plaza & Casino, L.L.C.
1003 S. Hugh Wallis
Suite D
Lafayette, Louisiana 70508
March 7, 2001
Secretary of State
CORPORATIONS DIVISION
Post Office Box 94125
Baton Rouge, Louisiana 70804-9125
RE: Houma Truck Plaza & Casino, L.L.C.
Change in Members
Change in Managing Agents
Charter No.: 34802608K
To Whom It May Concern:
Please allow this letter to serve as notification of a change in the
members and managing agents of the Louisiana Limited Liability Company set forth
above.
The following member and manager has resigned from the limited liability
--------
company. As such, please amend your files to reflect his resignation.
Claude M. Penn, Jr.
Additionally, the following individuals have become members of the limited
liability company. As such, please amend your files to reflect these new
members.
Jeffrey P. Jacobs
Richard E. Jacobs
Finally, the following individuals have been designated as managing agents
of the limited liability company. As such, please amend your files to reflect
their designation.
Ian M. Stewart
Reid M. Smith
Thank you very much for your assistance with this matter.
Very truly yours,
/s/ Reid M. Smith
-----------------------------------------------
Reid M. Smith
Managing Agent
CHRISTOPHER G. YOUNG
A Professional Law Corporation
Suite 2A-210
701 Metairie Road
Metairie, Louisiana 70005
Telephone (504) 828-6900
Facsimile (504) 831-9930
March 13, 2001
VIA FACSIMILE TRANSMISSION
- --------------------------
(225) 922-0435
ATTN: Ms. Yvonne
CORPORATIONS DIVISION
Secretary of State
Baton Rouge, Louisiana
RE: Houma Truck Plaza & Casino, L.L.C.
Charter No.: 34802608K
Winner's Choice Casino, Inc.
Charter No.: 34434718D
Dear Ms. Yvonne
In accordance with our telephone discussion earlier today, following you
will find the addresses of the new members and managing agents of the limited
liability company set forth above:
Name Address Position
- ---- ------- --------
Jeffrey P. Jacobs 1001 N. U.S. Highway One #170 Member
Jupiter, Florida 33477
Richard E. Jacobs 12700 Lake Road Member
Lakewood, Ohio 44107
Ian M. Stewart 9258 Hunt Club Lane Managing Agent
Mechanicsville, Virginia 23111
Reid M. Smith 5313 Golf Villa Managing Agent
Glenn Allen Virginia 23059
Page Two
ATTN: Ms. Yvonne
March 13, 2001
Also enclosed find a copy of corporate of documents of Winner's Choice
Casino, Inc., a Louisiana Business Corporation, which were filed with your
office at the same time the Houma Truck Plaza & Casino, LLC documents were
submitted. Would you kindly provide the same addresses to the appropriate person
in your office?
Should you need any additional information, please do not hesitate to
contact me.
Thank you very much for your assistant
Very truly yours,
/s/ Christopher G. Young
--------------------------
Christopher G. Young
CGY/ted
Documents Included