Exhibit 3.23
STATE OF LOUISIANA
PARISH OF LIVINGSTON
ARTICLES OF ORGANIZATION
OF
BAYOU LAND TRUCK PLAZA AND CASINO, L.L.C.
BE IT KNOWN, that on the 13th day of June, 2000, 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 Becky F. Rougon 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 Land Truck Plaza and
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 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
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 Land 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:
Municipal Address: Mailing Address:
109 S. Service Road 109 S. Service Road
Raceland, LA 70394 Raceland, LA 70394
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
1532 S. Range Avenue
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
To be signed by each person who signed the articles of organization:
/s/ Becky F. Rougon
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BECKY F. ROUGON
/s/ Elaine E. Mclean
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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 Land 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 13th day of June, 2000.
/s/ Illegible
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Notary Public
AMENDED ARTICLES OF ORGANIZATION
--------------------------------
OF
--
BAYOU LAND TRUCK PLAZA AND CASINO, 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 VIII of the
Articles of Organization of Bayou Land Truck Plaza and Casino, L.L.C., herein
appearing and acting for and on behalf of Bayou Land Truck Plaza and Casino,
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 written consent of the sole member of Bayou Land Truck Plaza and
Casino, L.L.C., adopted at a meeting of said member held on the 27th day of
June, 2000, he now appears for the purpose of executing this act of amendment,
as passed by the vote of the sole member of Bayou Land Truck Plaza and Casino,
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:
"I. NAME
The name of this limited liability company is Raceland Truck Plaza and
Casino, L.L.C., referred to hereinafter as "the company."
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 Bayou Land Truck Plaza and Casino, 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 27th day of June, 2000, in the presence of the two
undersigned competent witnesses, who signed with appearer, and me, notary,
after due reading of the whole.
WITNESSES: BAYOU LAND TRUCK PLAZA AND
CASINO, L.L.C.
/s/ Deborah M. Bond
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/s/ Illegible By: /s/ Claude M. Penn
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CLAUDE M. PENN, JR.,Manager
/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 Bayou Land Truck Plaza and Casino, 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 27th day of June, 2000, at Denham Springs, Louisiana.
WITNESSES:
/s/ Deborah M. Bond
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/s/ Illegible /s/ Claude M. Penn
- ------------------------- --------------------------------
CLAUDE M. PENN, JR.
/s/ Illegible
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JAY J. HARRIS, Notary Public