Exhibit 3.24
ARTICLES OF INCORPORATION STATE OF LOUISIANA
OF
JACE, INC. PARISH OF LAFOURCHE
BE IT KNOWN, that on the 8th day of September, in the year of our Lord
Nineteen Hundred and Ninety-Two (1992).
BEFORE ME, Daniel A. Cavell, a Notary Public duly commissioned and
qualified in and for the Parish of Lafourche, State of Louisiana, personally
came and appeared the persons whose names are hereunto subscribed, who declared
that, availing themselves of the benefits and provisions of the Constitution and
the laws of the State of Louisiana, and particularly R.S. 12:201, et seq,
inclusive, as amended, they do by these presents contract, agree, bind and
obligate themselves to form, organize and constitute himself, as well as all
such other persons who may hereafter join or become associated with them or
their successors, into a business corporation for the objects and purposes and
under the conditions, convenants, stipulations and agreements of the articles
following:
ARTICLE - I.
The name of corporation is and shall be:
JACE, INC.
ARTICLE - II.
The objectives and purposes of this corporation is to engage in any lawful
activities for which this corporation may be formed under the Business
Corporation Laws of Louisiana.
ARTICLE - III.
The name and address of the incorporators are:
Albert J. Waquespack, Jr. Cindy I. Waquespack
Post Office Box 326 P.O. Box 326
Thibodaux, La. 70301 Thibodaux, LA. 70301
John Corbin Angela Corbin
400 St. George Road 400 St. George Road
Schriever, La. 70395 Schriever, La. 70395
Carl A. Sandlin Mary Ellen Sandlin
1133 Abadie Street 1133 Abadie Street
Vacherie, La. 70090 Vacherie, La. 70090
ARTICLE - IV.
The corporation has authority to issue 10,000 shares of common stock with
a no par value. The capital stock of this corporation shall consist of only one
class, that being common stock may be issued pursuant to and in accordance with
Internal Revenue Code, Section 1244, as amended, and the regulations pertaining
thereto.
ARTICLE - V.
Shareholders shall have pre-emptive rights.
ARTICLE - VI.
Any corporate action of shareholders, including specifically, but not by
way of limitation, adoption of amendments to the Articles, and approval thereof
by class vote, approval of merger and consolidation agreements and authorization
of voluntary disposition of all of substantially all of the corporate assets,
may be taken on affirmative vote of a majority of the voting power present.
ARTICLE - VII.
Cash, property or share dividends, share issuable to shareholders in
connection with the reclassification of stock and the redemption price of
redeemed shares, which are not claimed by the shareholders entitled thereto
within one year after the dividend or redemption price became payable, or the
shares became issuable, despite reasonable efforts by the corporation to pay
the dividend or redemption price or to deliver the certificates for the shares
to such shareholder within such time, shall, at the expiration of such time
revert in full ownership to the corporation, and the corporation's obligation to
pay such dividend or redemption price or issue such shares, as the case may be,
shall thereupon cease; provided, that the Board of Directors may, at any time,
for any reason satisfactory to it, but need to, authorize (a) payment of the
amount of cash or property dividend or redemption price or (b) issuance of any
share, ownership of which has reverted to
the corporation, to the entity who or which would be.
ARTICLE - VIII.
Any director absent from a meeting of the Board or any committee thereof
may be represented by any other director or shareholder who may cast the absent
director's both according to his written instructions, general or special.
ARTICLE - IX.
The Board of Directors has authority to make or alter by-laws.
ARTICLE - X.
All officers shall be elected by the directors.
ARTICLE - XI.
Authority to create and issue rights to convert shares of obligations into
shares of any class may be exercised only by shareholders.
ARTICLE - XII.
Proper allowance for depletion of wasting assets and for amortization of
the cost of property having a limited life, shall be made in computing surplus.
ARTICLE - XIII.
Special meeting of shareholders may be called by the President or by the
Secretary or by a majority of the Board of Directors or upon the written request
of a shareholder or shareholders holding in the aggregate twenty (20%) per cent
of the total voting power of this corporation.
ARTICLE - XIV.
The corporation shall not confer voting power upon holders of obligations
issued by it.
ARTICLE - XV.
Consents in writing to corporate action may be signed by the shareholders
having that proportion of the total voting power which would be required to
authorize or constitute such action at a meeting of shareholders.
ARTICLE - XVI.
Any director may be removed from office only by vote of two
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:
Colonial 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:
233 West Park Avenue 233 West Park Avenue
Thibodaux, LA 70301 Thibodaux, LA 70341
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
Suite 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 70726
To be signed by each person who signed the articles of organization:
/s/ Cathy M. Ellis
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CATHY M. ELLIS
/s/ Deborah M. Bond
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DEBORAH M. BOND
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 Colonial Truck Plaza and Casino, L.L.C.
Registered agent(s) signature(s):
/s/ Jay J. Harris
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JAY J. HARRIS
Sworn to and subscribed before me this 26th day of January, 2000.
/s/ Charlotte A. Pugh
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CHARLOTTE A. PUGH
Notary Public
INITIAL REPORT OF JACE, INC.
We, the undersigned, being the sole incorporators of JACE, INC. pursuant to
the provisions of LSA-R.S. 12:1, et seq, inclusive, as amended, do hereby file
the following initial report:
I.
The corporation's registered office is located at 400 St. George Road,
Schriever, Louisiana 70395, and its mailing address is 400 St. George Road,
Schriever, Louisiana 70395.
II.
Its registered agents for service of process or otherwise are:
Albert J. Waguespack, Jr. John Corbin
Post Office Box 326 400 St. George Road
997 W. Thibodaux By Pass Schriever, La. 70395
Thibodaux, La. 70302
III.
The first officers of the corporation are as follows:
John Corbin Mary Ellen Sandlin
400 St. George Road 1133 Abadie Street
Schriever, La. 70395 Vacherie, La. 70090
President Vice-President
Albert J. Waguespack, Jr.
Post Office Box 326 - 997 W, Thibodaux By Pass
Thibodaux, La. 70302
Secretary/Treasurer
IV.
The first directors of the corporation are as follows:
Albert J. Waguespack, Jr. Cindy I. Waguespack
Post Office Box 326 Post Office Box 326
Thibodaux, La. 70302 Thibodaux, La. 70302
(997 W. Thibodaux By Pass)
John Corbin Angela Corbin
400 St. George Road 400 St. George Road
Schriever, La. 70395 Schriever, La. 70395
Carl Sandlin Mary Ellen Sandlin
1133 Abadie Street 1133 Abadie Street
Vacherie, La 70090 Vacherie, La 70090
/s/ Albert J. Waguespack, Jr. /s/ Cindy I. Waguespack
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Albert J. Waguespack, Jr. Cindy I. Waguespack
/s/ John Corbin /s/ Angela Corbin
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John Corbin Angela Corbin
/s/ Carl A. Sandlin /s/ Mary Ellen Sandlin
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Carl A. Sandlin Mary Ellen Sandlin
6
THUS DONE AND SIGNED in the Parish of Lafourche, State of Louisiana, on
this 8th day of September , 1992.
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/s/ Illegible
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NOTARY PUBLIC
AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
STATE OF LOUISIANA
PARISH OF LAFOURCHE
BE IT KNOWN on this 8th day of September 1992, before me, Notary Public in
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and for the State and Parish aforesaid, personally came and appeared Albert J.
Waguespack, Jr. and John Corbin who are to me known to be the persons, and after
being duly sworn, acknowledged to me that they do hereby accept the appointment
as the Registered Agents for JACE, INC., a domestic corporation authorized to do
and in doing business in the State of Louisiana pursuant to the provisions of
LSA R.S.12:101 et. seq.
/s/ Albert J. Waguespack, Jr.
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Albert J. Waguespack, Jr.
/s/ John Corbin
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John Corbin
SUBSCRIBED AND SWORN before me on this 9th day of September, 1992.
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/s/ Illegible
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NOTARY PUBLIC