Exhibit 3.36
ARTICLES OF ORGANIZATION
OF
ISLE OF CAPRI BETTENDORF, L.C.
TO: THE IOWA SECRETARY OF STATE
Pursuant to Section 490A.301 of the Iowa Limited Liability Company
Act, the undersigned hereby adopts the following Articles of Organization for
the limited liability company:
ARTICLE I
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Name
----
The name of the limited liability company is Isle of Capri Bettendorf,
L.C.:
ARTICLE II
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Initial Registered Agent and Registered Office
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The name of the limited liability company's initial registered agent
and the street address of the limited liability company's initial registered
office are:
Curtis E. Beason
220 N Main Street, Ste. 600
Davenport, IA 52801
ARTICLE III
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Principal Office
----------------
The street address of the limited liability company's principal office
is:
1777 Lady Luck Parkway
Bettendorf, Iowa 52722
ARTICLE IV
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Period of Duration
------------------
The limited liability company's existence shall commence upon the
acceptance of these Articles of Organization the Iowa Secretary of State under
the Iowa Limited Liability Company Act and shall continue, unless dissolved
sooner in accordance with the terms of the Operating Agreement or by operation
of law, for a period of thirty (30) years.
ARTICLE V
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Liability
---------
No Member or Manager shall be personally liable for acts or debts of
the limited liability company.
ARTICLE VI
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Manager
-------
The business affairs of the limited liability company shall be
conducted by a Manager as provided in the Operating Agreement. No Member shall
have any authority to bind the limited liability company except as authorized by
the Manager. The Manager of the limited liability company shall not be
personally liable to the Company or its Members for any monetary damages, for
breach of fiduciary duties as Manager, except liability (i) for any breach of
the Manager's duty of loyalty to the Company or its Members; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; or (iii) for a transaction from which the Manager derive an
improper personal benefit or a wrongful distribution in violation of Iowa Code
Section 490A.807.
ARTICLE VII
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Indemnification
---------------
1. Each person who is or has been a Manager of the Company (and the
agents, employees, successors and assigns of such person) who was or is made
party to or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise,
by reason of the fact that such person is or has been
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Manager of the Company or is or was serving at the request of the company as a
manager, director, officer, partner, trustee, employee or agent of another
limited liability company, corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (the "Indemnitee"), shall be
indemnified and held harmless by the Company to the fullest extent permitted by
applicable law. In addition to the indemnification conferred in this Article,
the indemnitee shall also be entitled to have paid directly by the Company, the
expenses reasonably incurred in defending any such proceeding against the
Indemnitee in advance of its final disposition, to the fullest extent authorized
by applicable law.
2. The Company may, by action of its Manager, provide indemnification
to such officers, employees and agents of the Company to such extent and to such
effect as the Manager shall determine to be appropriate and authorize by
applicable law.
3. The rights conferred in this Article shall not be exclusive of any
other rights under any statute, provision of the Articles of Organization or
Operating Agreement of the Company, agreement, vote of the Members of the
Company or otherwise.
4. Any repeal or amendment of this Article by the Company shall not
adversely affect any right to indemnification existing at the time of such
repeal or amendment.
ARTICLE VIII
------------
Organizer
---------
Curtis E. season
Lane & Waterman
220 North, Main, Ste. 660
Davenport, IA 52801
ARTICLE IX
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Existence
---------
The Company's existence shall commence on the date in which the
Secretary of State of the State of Iowa shall issue a Certificate of
Organization for the Company.
Dated this 16th day of December, 1999.
/s/ Curtis E. Beason
---------------------------
Curtis E. Beason
(Attorney), Organizer
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STATE OF IOWA )
) SS:
COUNTY OF SCOTT )
On this 16 th day of December, 1999, before me, the undersigned, a
Notary Public in and for said County and said State personally appeared Curtis
E. Beason, to me known to be the identical person named in and who executed the
foregoing instrument, and acknowledged that he executed the same as his
voluntary act and deed of said limited liability company.
/s/ Illegible
--------------------------------
Notary Public in and for said
county and state
- --------------------------------
[GGRAPHIC] KENDRAL BECK
MY COMMISSION EXPIRES
October 28,2000
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IOWA No. W00232894
Date: 03/07/2000
SECRETARY OF STATE
490DLC-000235137
ISLE OF CAPRI BETTENDORF, L.C.
ACKNOWLEDGMENT OF DOCUMENT FILED
The Secretary of State acknowledges receipt of the following document:
Articles of Merger
The document was filed on March l, 2000, at 03:21 PM, to be effective as of
March 1, 2000, at 03:21 PM.
The amount of $50.00 was received in full payment of the filing fee.
[GRAPHIC] /s/ CHESTER J. CULVER
------------------------------------
CHESTER J. CULVER, SECRETARY OF STATE
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ARTICLES OF MERGER
OF
ISLE OF CAPRI BETTENDORF, L.C.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to section 490A.1204 of the Iowa Limited Liability Company Act,
the undersigned, being duly authorized managers of the two merging limited
liability companies, adopts the following Articles of Merger.
1. The parties to the merger are Lady Luck Bettendorf, L.C., an Iowa
limited liability company ("LLB"), and Isle of Capri Bettendorf, L.C., an
Iowa limited liability company ("ICB").
2. LLB shall merge into ICB with the surviving entity being ICB. Upon
the effective date of the merger, the membership interests of LLB shall be
cancelled, in return the members of LLB shall receive proportionate
membership interests in ICB.
3. The Articles of Organization of LLB shall be cancelled and the
Articles of Organization of ICB shall be amended to reflect this merger.
4. The effective date of this merger shall be upon filing.
5. The Plan of Merger was duly authorized and unanimously approved by
each entity in accordance with Iowa Code Section 490A.1203 of the Iowa
Limited Liability Company Act.
Dated this 1st day of March, 2000.
LADY LUCK BETTENDORF, L.C.
By: /s/ Bernard Goldstein
--------------------------------
Bernard Goldstein, Manager
ISLE OF CAPRI BETTENDORF, L.C.
By: /s/ Bernard Goldstein
--------------------------------
Bernard Goldstein, Manager
2
PLAN OF MERGER
THIS PLAN OF MERGER is made this 1st day of March, 2000, by and between
Lady Luck Bettendorf, L.C. ("LLB"), a limited liability company organized under
the laws of the State of Iowa, and Isle of Capri Bettendorf, L.C. ("ICB"), a
limited liability company organized under the laws of the State of Iowa. Said
entities are hereinafter jointly referred to as the "Merging Businesses".
WHEREAS, the respective members of the Merging Businesses desire that LLB
be merged into ICB, in accordance with the laws of the State of Iowa.
NOW, THEREFORE, in consideration of the mutual convents and agreements set
forth below, the Merging Businesses hereby agree to merge and become one entity
in accordance with the terms and conditions set forth below:
1. Merger.
The Merging Businesses hereby agree that LLB shall be merged into ICB.
2. Name of Surving Business.
The name of the merged entity shall be "Isle of Capri Bettendorf, L.C."
3. Equity Interests.
LLB currently has two (2) members and ICB currently has one (1) member.
4. Manner of Converting Interests.
The means of effecting the merger provided for in this Plan, and the manner
of converting the Membership Interests of LLB into ICB membership interests
shall be as follows:
As of the Merger Date (as defined below), each membership interest of ICB
and LLB shall be cancelled, and in return Bettendorf Riverfront Development
Company, L.C. and Lady Luck Quad Cities, Inc. shall each receive a 50%
membership interest in ICB. Whereas Lady Luck Gaming Corporation's subsidiary,
Lady Luck Quad Cities, Inc., will receive a 50% membership interest, Lady Luck
Gaming Corporation's membership interest in ICB shall not be reissued.
5. Merger Date.
The Merger provided for in this Plan shall become effective upon filing of
the Articles of Merger with the Iowa Secretary of State ("Merger Date").
6. Articles of Organization and Operating Agreement.
The Articles of Organization of ICB shall not be amended as a result of
this Plan, and the Articles of Organization in effect prior to the Merger Date
shall continue to be the Articles of Organization for ICB. The Operating
Agreement for ICB, a copy of which is attached hereto as Exhibit A, shall
continue to be the Operating Agreement for ICB following the Merger Date.
7. Authorization.
This Plan and the merger transaction contempled by this Plan have been
approved by the members of both ICB and LLB.
2
8. Articles of Merger.
The parties shall prepare Articles of Merger in accordance with Section
490A.1204 of the statutes of the State of Iowa. Said articles shall be filed
with the Iowa Secretary of State on or before the Merger Date.
IN WITNESS WHEREOF, the Merging Businesses, being duly authorized, have
executed this Plan of Merger as of the day and year first above written.
LADY LUCK BETTENDORF, L.C.
By /s/ Bernard Goldstein
---------------------------------
Bernard Goldstein, Manager
ISLE OF CAPRI BETTENDORF, L.C.
By /s/ Bernard Goldstein
--------------------------------
Bernard Goldstein, Manager
RESTATED ARTICLES OF ORGANIZATION
OF
LADY LUCK BETTENDORF, L.C.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to Section 490A of the Iowa Code, the undersigned company adopts
the following Restated Articles of Organisation.
1. The name or the company is LADY LUCK BETTENDORF, L. C..
2. The following amendment of the Articles of Organization was adopted by the
membership of the company on December 13, 1994 in the manner prescribed
by Section 490A of the Iowa Code:
"ARTICLE V. Members
-------
The initial members are:
Lady Luck Quad Cities, Inc.
and
Bettendorf Riverfront Development company, L.C."
3. The duly adopted Restated Articles of Organization supersede the original
Articles of organization and all amendments to them.
4. The Restated Articles or Organization amend the Articles of Organization
requiring membership approval. The Restated Articles of Organization were
approved unanimously by the members. The number of members, number of votes
entitled to be cast on the Restated Articles of Organisation is as follows:
VOTES ENTITLED VOTES
NUMBER OF TO BE CAST ON REPRESENTED
MEMBERS AMENDMENT AT MEETING
2 2 2
4A. The total number of undisputed votes cast for the Restated Articles of
Organisation by the membership was:
VOTES VOTES
FOR AGAINST
2 0
ARTICLES OF DISSOLUTION
OF
BETTENDORF RIVERFRONT DEVELOPMENT COMPANY, L.C.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to the provisions of the Iowa Limited Liability Company Act, the
undersigned limited liability company adopts the following Articles of
Dissolution for the purpose of dissolving the company:
1. The name of the company is Bettendorf Riverfront Development Company,
L.C.
2. The Articles of Organization of the company were filed with the office
of the Iowa Secretary of State on May 16, 1994. Restated Articles of
Organization were filed on July 28, 1994.
3. The reason for these Articles of Dissolution is that the sole member
has determined that the company is no longer necessary and wishes to
have the company's remaining assets distributed to the member and the
company dissolved.
4. The Articles of Dissolution shall take effect upon filing with the
Secretary of State.
Dated , 2000.
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BETTENDORF RIVERFRONT
DEVELOPMENT COMPANY, L.C.
By /s/ John M. Gallaway
---------------------------------
John M. Gallaway, Manager
AGREEMENT AND PLAN OF LIQUIDATION
AGREEMENT AND PLAN OF LIQUIDATION made this day of March 2000,
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between ISLE OF CAPRI CASINOS, INC., a Delaware corporation (hereinafter called
the Member), and BETTENDORF RIVERFRONT DEVELOPMENT COMPANY, L.C., an Iowa
limited liability company (hereinafter called the Company).
WHEREAS, the Member owns 100% of the membership interests of the
Company; and
WHEREAS, the Member wishes to approve, authorize, and consent to the
voluntary dissolution of the Company in accordance with the Iowa Limited
Liability Company Act.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The Member approves, authorizes, and consents to the voluntary
dissolution of the Company, such dissolution to be effected as promptly as
possible and in accordance with the plan of liquidation set forth in this
Agreement.
2. The Member hereby authorizes the manager of the Company to file
Articles of Dissolution with the Secretary of State of the State of Iowa.
3. The Member hereby resolves that after payment of the Company's
debts, or provision is made therefor, the manager of the Company shall
distribute all of the remaining property of the Company in complete cancellation
or redemption of the Member's membership interests, such distribution to be made
as promptly as practicable.
4. The parties intend that to the extent Internal Revenue Code Section
332 is applicable to this Agreement and the transactions contemplated hereunder,
this Agreement and said transactions shall be a tax free liquidation under
Internal Revenue Code Section 332.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Plan of Liquidation to be executed by their respective duly authorized officer
and manager as of the day and year first above written.
BETTENDORF RIVERFRONT ISLE OF CAPRI CASINOS, INC.
DEVELOPMENT COMPANY, L.C.
By: /s/ John M. Gallaway By: /s/ John M. Gallaway
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John M. Gallaway, Manager John M. Gallaway, President