Exhibit 3.44
ARTICLES OF INCORPORATION
OF
LL HOLDING CORPORATION
The undersigned, for the purpose of forming a corporation pursuant to and
by virtue of Chapter 78 of the Nevada Revised Statutes, hereby adopts, executes
and acknowledges the following Articles of Incorporation.
ARTICLE I
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NAME
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The name of the corporation shall be LL Holding Corporation.
ARTICLE II
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REGISTERED OFFICE
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The name of the initial resident agent and the street address of the
initial registered office in the State of Nevada where process may be served
upon the corporation is Schreck Morris, 300 South Fourth Street, Suite 1200, Las
Vegas, Clark County, Nevada 89101. The corporation may, from time to time, in
the manner provided by law, change the resident agent and the registered office
within the State of Nevada. The corporation may also maintain an office or
offices for the conduct of its business, either within or without the State of
Nevada.
ARTICLE III
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CAPITAL STOCK
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Section 1. Authorized Shares. The aggregate number of shares which the
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corporation shall have authority to issue shall consist of one thousand (1,000)
shares of common stock without par value.
Section 2. Consideration for Shares. The common stock authorized by Section
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I of this Article shall be issued for such consideration as shall be fixed, from
time to time, by the board of directors.
Section 3. Assessment of Stock. The capital stock of the corporation, after
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the amount of the subscription price has been fully paid in, shall not be
assessable for any purpose, and no stock issued as fully paid shall ever be
assessable or assessed. No stockholder of the corporation is individually liable
for the debts or liabilities of the corporation.
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Section 4. Cumulative Voting For Directors. No stockholder of the
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corporation shall be entitled to cumulative voting of his shares for the
election of directors.
Section 5. Preemptive Rights. No stockholder of the corporation shall have
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any preemptive rights.
ARTICLE IV
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DIRECTORS AND OFFICERS
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Section 1. Number of Directors. The members of the governing board of the
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corporation are styled as directors. The board of directors of the corporation
shall consist of at least one (1) and not more than ten (10) individuals who
shall be elected in such manner as shall be provided in the bylaws of the
corporation. The number of directors may be changed from time to time in such
manner as shall be provided in the bylaws of the corporation.
Section 2. Initial Directors. The names and post office box or street
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addresses of the initial directors constituting the first board of directors,
are:
NAME ADDRESS
- ---- -------
Bernard Goldstein 2200 Corporate Blvd. N.W., Ste. 310
Boca Raton, FL 33431
John M. Gallaway 711 Dr. Martin Luther King Blvd.
Biloxi, MS 39530
Allan B. Solomon 2200 Corporate Blvd. N.W., Ste. 310
Boca Raton, FL 33431
Section 3. Limitation of Personal Liability. No director or officer of the
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corporation shall be personally liable to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer; provided,
however, that the foregoing provision does not eliminate or limit the liability
of a director or officer of the corporation for.
(a) Acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law; or
(b) The payment of distributions in violation of Nevada Revised
Statutes 78,300.
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Section 4. Payment of Expenses. In addition to any other rights of
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indemnification permitted by the law of the State of Nevada as may be provided
for by the corporation in its bylaws or by agreement, the expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding, involving alleged acts or omissions of such officer or director in
his or her capacity as an officer or director of the corporation, must be paid,
by the corporation or through insurance purchased and maintained by the
corporation or through other financial arrangements made by the corporation, as
they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
corporation.
Section 5. Repeal And Conflicts. Any repeal or modification of Sections 3
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or 4 above approved by the stockholders of the corporation shall be prospective
only, and shall not adversely affect any limitation on the personal liability of
a director or officer of the corporation existing as of the time of such repeal
or modification. In the event of any conflict between Sections 3 or 4 of this
Article and any other Article of the corporation's Articles of Incorporation,
the terms and provisions of Sections 3 or 4 of this Article shall control. If
the Nevada Revised Statutes hereafter are amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by such
amended laws.
ARTICLE V
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INCORPORATOR
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The name and post office box or street address of the incorporator signing
these Articles of Incorporation is:
NAME ADDRESS
- ---- -------
Ellen Schulhofer, Esq. 300 S. Fourth Street, Ste. 1200
Las Vegas, Nevada 89101
IN WITNESS WHEREOF, I have executed these Articles of Incorporation this
22nd day of November, 1999.
/s/ Ellen Schulhofer
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Ellen Schulhofer, Esq.
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