Exhibit 3.21
ARTICLES OF ORGANIZATION
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OF
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PENN VENTURES, L.L.C.
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The undersigned, acting pursuant to the Louisiana Limited Liability Company
Law, R.S. 12:1301 et seq., adopts the following Articles of Organization:
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ARTICLE I
NAME
The name of the Limited Liability Company is PENN VENTURES, L.L.C.
ARTICLE II
PURPOSE
The purpose of the Company is to engage in any lawful activity for which
limited liability companies may be formed under the Louisiana Limited Liability
Company Law.
ARTICLE III
AUTHORITY TO BIND COMPANY
Any limitation on members to bind the Company are contained in a
written operating agreement.
ARTICLE IV
RELIANCE ON CERTIFICATE
Persons dealing with the Company may rely upon the certificate of Claude M.
Penn, Jr., acting alone, to establish the membership of any member, the
authenticity of any records of the Company, or the authority of any person to
act on behalf of the Company, including but not limited to the authority to take
the actions referred to in R.S. 12:1318(B).
WITNESSES:
/s/ Deborah M. Bond /s/ Claude M. Penn, Jr.
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CLAUDE M. PENN, JR.
Organizer
/s/ Illegible /s/ Janice Morris Penn
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JANICE MORRIS PENN
Organizer
ACKNOWLEDGMENT
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STATE OF LOUISIANA
PARISH OF LIVINGSTON
BEFORE ME, the undersigned authority, personally came and appeared:
CLAUDE M. PENN, JR.
and
JANICE MORRIS PENN
to me known to be the persons who signed the foregoing instrument as organizers,
and who, having been duly sworn, acknowledged and declared, in the presence of
the undersigned witnesses, that they signed such instrument as their free act
and deed for the purposes mentioned therein.
IN WITNESS WHEREOF, the appeares, witnesses and I have hereunto fixed our
hands on this 20th day of December, 1993, at Denham Springs, Louisiana.
WITNESSES:
/s/ Deborah M. Bond /s/ Claude M. Penn, Jr.
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CLAUDE M. PENN, JR.
Organizer
/s/ Illegible /s/ Janice Morris Penn
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JANICE MORRIS PENN
Organizer
/s/ Illegible
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NOTARY PUBLIC
LIMITED LIABILITY COMPANY INITIAL REPORT
(R.S. 12:1305 (e))
1. The name of this limited liability company is:
Penn Ventures, L.L.C.
2. The location and municipal address, not a post office box only, of this
limited liability company's registered office:
519 Florida Avenue SW
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
519 Florida Avenue SW
Denham Springs, LA 70726
4. The names and municipal addresses, not a post office box only, of the first
managers, or the members:
Claude M. Penn, Jr.
35059 Bend Road
Denham Springs, LA 70726
Janice Morris Penn
35059 Bend Road
Denham Springs, LA 70726
To be signed by each person who signed the articles of organization:
/s/ Claude M. Penn, Jr.
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Claude M. Penn, Jr.
/s/ Janice Morris Penn
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Janice Morris Penn
AGENT'S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE
I hereby acknowledge and accept the appointment of registered agent for and
on behalf of the above named limited liability company.
Registered agent(s) signature(s):
/s/ Jay J. Harris
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Jay J. Harris
Sworn to and subscribed before me this 20th day of December, 1993.
/s/ Illegible
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Notary
AMENDED ARTICLES OF ORGANIZATION
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OF
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PENN VENTURES, L.L.C.
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STATE OF LOUISIANA
PARISH OF LIVINGSTON
BEFORE ME, the undersigned notary public, and in the presence of the two
undersigned competent witnesses, personally came and appeared:
Claude M. Penn, Jr. duly authorized by virtue of Article IV of the Articles
of Organization of PENN VENTURES, L.L.C., herein appearing and acting for and on
behalf of PENN VENTURES, L.L.C., a limited liability company organized under the
laws of the State of Louisiana, by act before Jay J. Harris, Notary Public, who
declared that, pursuant to the unanimous written consent of the members of PENN
VENTURES, L.L.C., adopted at a meeting of said members held on the 26th day of
October, 1999, he now appears for the purpose of executing this act of
amendment, as passed by the unanimous vote of all members of PENN VENTURES,
L.L.C.
And, the appearer did further declare that it was resolved that Article I
of the Articles of Organization be amended to read, as follows:
"ARTICLE I
NAME
The name of the limited liability company is Lucky Magnolia Truck Stop and
Casino, L.L.C."
And, the appearer, having requested me, notary, to duly make note of the
aforesaid amendment in the form of this authentic act in order that the
amendment may be promulgated and recorded, and become part of the Articles of
Organization of Penn Ventures, L.L.C., I, notary, do hereby so note said
amendment and cause the same to be executed in authentic form as hereinabove set
forth.
Thus done and passed at Denham Springs, Parish of Livingston, State of
Louisiana, on this 26th day of October, 1999 in the presence of the two
undersigned competent witnesses, who signed with appearer, and me, notary, after
due reading of the whole.
WITNESSES:
/s/ Illegible /s/ Claude M. Penn
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CLAUDE M. PENN, JR., Member
/s/ Illegible
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/s/ Jay J. Harris
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JAY J. HARRIS, Notary Public
ACKNOWLEDGMENT
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STATE OF LOUISIANA
PARISH OF LIVINGSTON
BEFORE ME, the undersigned authority, personally came and appeared:
CLAUDE M. PENN, JR.
to me known to be the person who signed the foregoing Amended Articles of
Organization of PENN VENTURES, L.L.C. and who, having been duly sworn,
acknowledged and declared, in the presence of the undersigned witnesses, that he
signed such instrument as his free act and deed for the purposes mentioned
therein.
IN WITNESS WHEREOF, the appearer, witnesses and I have hereunto fixed our
hands on this 26th day of October, 1999, at Denham Springs, Louisiana.
WITNESSES:
/s/ Deborah M. Bond
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/s/ Cathy M. Ellis /s/ Claude M. Penn, Jr.
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CLAUDE M. PENN, JR., Member
/s/ Jay J. Harris
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JAY J. HARRIS, Notary Public
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W. Fox McKeithen NOTICE OF CHANGE OF REGISTERED OFFICE
Secretary of State AND/OR CHANGE OF REGISTERED AGENT
[GRAPHIC] (R.S. 12:1308)
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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
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Limited Liability Company Name: Lucky Magnolia Truck Stop and 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:
6865 Magnolia Beach Rd
Suite G'
Denham Springs, LA 70706
/s/ Claude M. Penn, Jr. 7/6/01
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To be signed by a manager or member Date
CLAUDE M. PENN, JR., Manager
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: Jay J. Harris
1532 S. Range Avenue
Denham Springs, LA 70726
/s/ Claude M. Penn, Jr. 7/6/01
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To be signed by a manager or member Date
CLAUDE M. PENN, JR., Manager
AGENT AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCCEPTANCE
I hereby acknowledge and accept the appointment of registered agent(s) for and
on behalf of the above named limited liability company.
/s/ Illegible
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Registered Agent(s)
Sworn to and subscribed before me, the undersigned Notary Public, on this date:
July 6th, 2001
/s/ Illegible
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Notary
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