Exhibit 3.22
STATE OF LOUISIANA
PARISH OF LIVINGSTON
ARTICLES OF ORGANIZATION
OF
BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C.
BE IT KNOWN, that on the 19th day of November, 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 Elaine E. McLean, 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 Bayou Vista Truck Plaza and
Casino, L.L.C., referred to hereinafter as "tile 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 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/ Elaine E. Mclean
- ------------------------- ---------------------------------
ELAINE E. MCLEAN
/s/ Jay J. Harris
--------------------------------
JAY J. HARRIS, Notary Public
LIMITED LIABILITY COMPANY INITIAL REPORT
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(R.S.12:1305(e))
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1. The name of this limited liability company is:
Bayou Vista Truck Plaza and Casino, L.L.C
2. The location and municipal address, not a post office box only, of this
limited liability company's registered office:
Municipal Address: Mailing Address:
1829 Hwy 90 West P.O. Box 339
Bayou Vist, LA 75703 Amite, LA 70422
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 Avenue
Suit 2
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 70706
To be signed by each person who signed the articles of organization:
/s/ Cathy M. Ellis
---------------------------------
CATHY M. ELLIS
/s/ Elaine E. Mclean
---------------------------------
ELAINE E. MCLEAN
AGENT'S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE
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I hereby acknowledge and accept the appointment of registered agent for and
on behalf of Bayou Vista Truck Plaza and Casino, L.L.C.
Registered agent(s) signature(s):
/s/ Jay J. Harris
---------------------------------
JAY J. HARRIS
Sworn to and subscribed before me this 19th day of November, 1999.
/s/ Illegible
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Notary Public