Exhibit 3.38
ARTICLES OF INCORPORATION
TO: The Secretary of State of the State of Iowa:
The undersigned, acting as Incorporator of a corporation under the
Iowa Business Corporation Act, under Chapter 490 of the Iowa Code, adopts the
following Articles of Incorporation for such corporation:
I. The name of the corporation is:
Isle of Capri Marquette, Inc.
II. The period of its duration is perpetual.
III. The purpose or purposes for which the corporation is
organized are:
The purpose for which the corporation is organized is to transact any
or all lawful business for which corporations may be incorporated
under the Iowa Business Corporation Act.
IV. The aggregate number of shares which the corporation is
authorized to issue is 100,000 consisting of one class, without par value.
V. The address of the initial registered office of the
corporation is 220 N Main, Ste. 600, Davenport, IA 52801, and the name of its
initial registered agent at such address is Curtis E. Beason.
VI. The name and address of the incorporator is:
Name Address
---- -------
Curtis E. Beason 220 N Main, Ste. 600
Davenport, IA 52801
VII. The corporate existence shall commence on the date on which
the Secretary of State of the State of Iowa shall issue a Certificate of
Incorporation for the corporation.
VIII. A director of this corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of the law, (iii) for
any transaction from which the
director derived an improper personal benefit, or (iv) under Section 833 of the
Iowa Business Corporation Act. No amendment to or repeal of this Article shall
apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal. The directors of
this corporation have agreed to serve as directors in reliance upon the
provisions of this Article.
DATED this 16th day of December, 1999.
/s/ Curtis E. Beason
--------------------------------
Curtis E. Beason, Incorporator
STATE OF IOWA )
) ss:
COUNTY OF SCOTT )
On this 16th day of December, 1999 before me, the undersigned, a
Notary Public in and for 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.
============================ /s/ Kendra L. Beck
[LOGO] KENDRA L. BECK --------------------------------
MY COMMISSION EXPIRES Notary Public in and for
OCTOBER 28, 2000 said County and State
============================
(Notary Seal)
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No. W00232895
Date: 03/07/2000
IOWA
SECRETARY OF STATE
490 DP-000235140
ISLE OF CAPRI MARQUETTE, INC.
ACKNOWLEDGMENT OF DOCUMENT FILED
The Secretary of State acknowledges receipt of the following document:
Articles of Merger
The document was filed on March 1, 2000, at 03:25 PM, to be effective as of
March 1, 2000, at 03:25 PM.
The amount of $50.00 was received in full payment of the filing fee.
/s/ CHESTER J. CULVER
----------------------------------------
CHESTER J. CULVER SECRETARY OF STATE
[GRAPHIC]
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ARTICLES OF MERGER
OF
ISLE OF CAPRI MARQUETTE, INC.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to Sections 490.1107 and 490.1105 of the Iowa Code, the
undersigned, being duly authorized agents of the merging companies, adopt the
following articles of merger:
1. the parties to the merger are Isle of Capri Marquette, Inc., an
Iowa corporation ("Isle"), and Lady Luck Marquette, Inc., a Delaware
corporation ("LL");
2. LL shall merge into Isle with the surviving corporation being,
Isle. Upon the effective date of the merger, each share of stock of LL
shall be cancelled, and the shareholder of LL shall receive the same number
of shares of Isle stock. Each issued and outstanding share of stock of Isle
shall continue to be issued and outstanding. All the assets and liabilities
of LL shall be assigned and assumed by Isle;
3. the Articles of Incorporation of Isle shall not be amended as a
result of this merger;
4. the effective date of this merger shall be upon filing;
5. Isle has one class of stock with 1,000 shares outstanding each
entitled to one vote on this matter. All 1,000 shares approved this merger
and that is sufficient for approval.
ISLE OF CAPRI MARQUETTE, INC.
By:/s/ Bernard Goldstein
--------------------------
Bernard Goldstein, C.E.O.
LADY LUCK MARQUETTE, INC.
By:/s/ Bernard Goldstein
--------------------------
Bernard Goldstein, C.E.O.
STATE OF IOWA )
) SS:
COUNTY OF SCOTT )
On this 1st day of March 2000, before me, the undersigned, a Notary Public
in and for said State, personally appeared Bernard Goldstein, to me personally
known, who, being by me duly sworn, did say that he is the C.E.O. of Isle of
Capri Marquette, Inc.; that said corporation has no seal; that said instrument
was signed on behalf of said corporation by authority of its Board of Directors;
and that the said C.E.O. as such officer acknowledged the execution of said
instrument to be the voluntary act and deed of said corporation, by it and by
him voluntarily executed.
-----------------------------
CURITS E. BEASON /s/ Illegible
[GRAPHIC] MY COMMISSION EXPIRES -----------------------------
July 15, 2002 Notary Public in and for said
----------------------------- County and State
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STATE OF IOWA )
) SS:
COUNTY OF SCOTT )
On this 1st day of March 2000, before me, the undersigned, a Notary Public
in and for said State, personally appeared Bernard Goldstein, to me personally
known, who, being by me duly sworn, did say that he is the C.E.O. of Lady Luck
Marquette, Inc.; that said corporation has no seal; that said instrument was
signed on behalf of said corporation by authority of its Board of Directors; and
that the said C.E.O. as such officer acknowledged the execution of said
instrument to be the voluntary act and deed of said corporation, by it and by
him voluntarily executed.
-------------------------------
CURITS E. BEASON /s/ Illegible
[GRAPHIC] MY COMMISSION EXPIRES -----------------------------
July 15, 2002 Notary Public in and for said
------------------------------- County and State
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AGREEMENT OF MERGER
AGREEMENT OF MERGER, dated this 1st, day of March, 2000, pursuant to
Section 252 of the General Corporation Law of the State of Delaware and Section
490.1107 of the Iowa Code, by and between Lady Luck Marquette, Inc., a Delaware
corporation, and Isle of Capri Marquette, Inc., an Iowa corporation:
WHEREAS, all of the constituent corporations desire to merge into a single
corporation.
NOW, THEREFORE, the corporations, parties to this Agreement, in
consideration of the mutual covenants, agreements and provisions hereinafter
contained, do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:
FIRST: Lady Luck Marquette, Inc. ("LL") hereby merges into Isle of Capri
Marquette, Inc. ("Isle") and Isle shall be and hereby is merged with LL, with
Isle being the surviving corporation.
SECOND: The Articles of Incorporation of Isle as heretofore amended and as
in effect on the date of the merger provided in this Agreement, shall continue
in full force and effect as the Articles of Incorporation of the corporation
surviving this merger.
THIRD: The manner of converting the outstanding shares of the capital stock
of each of the constituent corporations into shares or other securities of the
surviving corporation shall be as follows:
(a) Each share of common stock of the surviving corporation, which shall be
issued and outstanding on the effective date of this Agreement shall remain
issued and outstanding.
(b) Each share of common stock of the merged corporation, which shall be
outstanding on the effective date of this Agreement, shall forthwith be changed
and converted into one share of common stock of the surviving corporation.
(c) After the effective date of this Agreement each holder of an
outstanding certificate representing shares of common stock of the merged
corporation shall surrender the same to the surviving corporation and each such
holder shall be entitled upon such surrender to receive the number of shares of
common stock of the surviving corporation on the basis provided herein. Until so
surrendered, the outstanding shares of stock of the merged corporation to be
converted into the stock of the surviving corporation as provided herein, may be
treated by the surviving corporation for all corporate purposes as evidencing
the ownership of shares of the surviving corporation as though said surrender
and exchange had taken place. After the effective date of this Agreement, each
registered owner of any uncertificated shares of common stock of the merged
corporation shall have said shares cancelled and said registered owner shall be
entitled to the number of common shares of the surviving corporation on the
basis provided herein.
FOURTH: The terms and conditions of the merger are as follows:
(a) The by-laws of the surviving corporation as they shall exist on the
effective date of this Agreement shall be and remain the by-laws of the
surviving corporation until the same shall be altered, amended and repealed as
therein provided.
(b) The directors and officers of the surviving corporation shall continue
in office until the next annual meeting of stockholders and until their
successors shall have been elected and qualified.
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(c) This merger shall become effective upon filing of the Articles of
Merger with the Iowa Secretary of State. For accounting and permit purposes,
this merger shall be effective at 11:59:59 p.m. CST on March 1, 2000.
(d) Upon the merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of the merged corporation shall be
transferred to, vested in and devolve upon the surviving corporation without
further act or deed and all property, rights, and every other interest of the
surviving corporation and the merged corporation shall be as effectively the
property of the surviving corporation as they were of the surviving corporation
and the merged corporation respectively. The merged corporation hereby agrees
from time to time, as and when requested by the surviving corporation or by its
successors or assigns, to execute and deliver or cause to be executed and
delivered all such deeds and instruments and to take or cause to be taken such
further or other action as the surviving corporation may deem to be necessary or
desirable in order to vest in and confirm to the surviving corporation title to
and possession of any property of the merged corporation acquired or to be
acquired by reason of or as a result of the merger herein provided for and
otherwise to carry out the intent and purposes hereof and the proper officers
and directors of the merged corporation and the proper officers and directors of
the surviving corporation are fully authorized in the name of the merged
corporation or otherwise to take any and all such action.
FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this
Agreement may be terminated and abandoned by the Board of Directors or any
constituent corporation at any time prior to the time that this Agreement was
filed with the Secretary of State or becomes effective. This Agreement may be
amended by the
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Board of Directors of its constituent corporations at any time prior to the time
that this Agreement is filed with the Secretary of State or becomes effective,
provided that an amendment made subsequent to the adoption of the Agreement by
the stockholders of any constituent corporation shall not (1) alter or change
the amount or kind of shares, securities, cash, property and/or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof such constituent corporation, (2) alter or change any
term of the Articles of Incorporation of the surviving corporation to be
effected by the merger, or (3) alter or change any of the terms and conditions
of the Agreement if such alteration or change would adversely affect the holders
of any class or series thereof of such constituent corporation.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval
and authority duly given by resolutions adopted by their respective Board of
Directors have caused these presents to be executed by the President of each
party hereto as the respective act, deed and agreement of said corporation on
this 1st day of March, 2000.
LADY LUCK MARQUETTE, INC.
By: /s/ Bernard Goldstein
-------------------------
Bernard Goldstein, C.E.O.
ISLE OF CAPRI MARQUETTE, INC.
By: /s/ Bernard Goldstein
-------------------------
Bernard Goldstein, C.E.O.
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I, Allan B. Solomon, Secretary of Lady Luck Marquette, Inc., a corporation
organized and existing under the laws of the State of Delaware, hereby certify,
as such Secretary that the Agreement of Merger to which this certificate is
attached, after having been first duty signed on behalf of the said corporation
and having been signed on behalf of Isle of Capri Marquette, Inc., a corporation
of the State of Iowa, was duly adopted pursuant to Section 228 of Title 8 of the
Delaware Code by the unanimous written consent of the stockholders holding 100
shares of the capital stock of the corporation. The same being all of the shares
issued and outstanding having voting power, which Agreement of Merger was
thereby adopted as the act of the stockholders of said Lady Luck Marquette, Inc.
and the duly adopted agreement and act of the said corporation.
WITNESS my hand on this 1st day of March 2000.
/s/ Allan B. Solomon
-----------------------------
Allan B. Solomon, Secretary
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