Exhibit 3.26
ARTICLES OF ORGANIZATION OF
IOC HOLDINGS, L.L.C.
BE IT KNOWN, that on the date stated below, before me, the undersigned
Notary Public, duly commissioned and qualified in and for the jurisdiction named
below, personally came and appeared JAMES A. STUCKEY (the "Organizer") as
organizer of IOC HOLDINGS, L.L.C. (the "Company") and adopts the following
Articles of Organization of the Company pursuant to Title 12, Chapter 22 of the
Louisiana Revised Statutes, the Louisiana Limited Liability Company law (the
"LaLLCL").
1. Name. The name of the Company is IOC HOLDINGS, L.L.C.
2. Purpose. The purpose of the Company is to engage in any lawful
activity.
3. Management. The business of the Company shall be managed by or
under the authority of its member(s) or by one or more managers or directors
elected by its member(s)(who may but need not be a member(s)), as provided in
the operating agreement of the Company. The rights and duties, including any
restrictions thereof, of a member(s), if management is reserved to a member(s),
or the managers or directors, if management is vested in managers or directors,
shall be specified in the operating agreement.
4. Limitation of Liability. The member(s), managers or directors of
the Company shall not be personally liable for any monetary damages or breach of
any duty, as and to the extent provided in Section 1315 of the LaLLCL. If the
LaLLCL is amended to authorize any further elimination or limitation of the
personal liability of member(s), managers or directors, then the liability of
the member(s) managers or directors of the Company shall be eliminated or
limited to the fullest extent permitted by the LaLLCL, as so amended. Any repeal
or modification of this Article by the member(s) of the Company shall not
adversely affect any right or protection of a member, manager or director of the
Company under this Article with respect to any act or omission occurring prior
to the time of such repeal or modification.
5. Certificates of Authority. In accordance with Section 12:1305(C)(5)
of the LaLLCL, each of the members, the directors, the Secretary and the
Assistant Secretary is authorized to execute any certificate confirming the
membership of any member (including that of the certifying member), the
authenticity of any records of the Company or the identity of any member,
director, manager, person or entity authorized to take action on behalf of the
Company. Any person dealing with the Company may rely conclusively on any
certificate executed by a member, director, the Secretary or the Assistant
Secretary and shall not have any obligation to investigate or verify the
statements in the certificate or the member's, director's, the Secretary's or
the Assistant Secretary's authority to execute the certificate. This conclusive
right to rely applies even in the case of actions listed in Section 1318(B) of
the LaLLCL.
6. Indemnification. The Company shall have the power to provide in its
operating agreement for indemnification of its member(s), managers, directors,
employees and agents to the fullest extent permitted or required by Section 83
of the Louisiana Business Corporation Law, La. R.S. 12:83, as amended from time
to time, and it shall be assumed that an indemnitee shall be governed by such
law to the same extent as an officer or director of a Louisiana business
corporation. No amendment to the operating agreement limiting the right to
indemnification shall affect the entitlement of any person to indemnification
whose claim thereto results from conduct occurring prior to the date of such
amendment.
7. Organizer. The name and post office address of the Organizer is:
James A. Stuckey
Phelps Dunbar, L.L.P.
Canal Place, Suite 2000
365 Canal Street
New Orleans, Louisiana 70130-6534
THUS DONE AND PASSED, on this 23rd day of October, 2000, before me,
the undersigned Notary Public, duly commissioned and qualified in and for
Orleans Parish, Louisiana, by the personal appearance of James A. Stuckey as
Organizer, who acknowledged and declared under oath, in the presence of the two
undersigned witnesses, that he signed these Articles of Organization as his free
act and deed for the purposes stated herein.
/s/ Illegible /s/ James A. Stuckey
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Witness James A. Stuckey,
Organizer
/s/ Illegible
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Witness
/s/ DAWN M. RAWLS
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NOTARY PUBLIC
DAWN M. RAWLS
NOTARY PUBLIC
State of Louisiana
My Commission Is Issued For Life
INITIAL REPORT BY DOMESTIC LIMITED LIABILITY COMPANY OF
IOC HOLDINGS, L.L.C.
To: The Secretary of State of Louisiana
Baton Rouge, Louisiana
1. Initial Report Information. IOC HOLDINGS, L.L.C. (the "Company")
hereby makes its initial report of the following information in compliance with
Sections 1304 and 1305(E) of Title 12, Chapter 22 of the Louisiana Revised
Statutes, the Louisiana Limited Liability Company Law (the "LaLLCL"):
(a) The municipal address (or location) of the Company's Registered
Office is:
IOC HOLDINGS, L.L.C.
c/o Brian D. Wallace
Phelps Dunbar, L.L.P.
Canal Place, Suite 2000
365 Canal Street
New Orleans, Louisiana 70130-6534
(b) The name and municipal address (or location) of the Company's
Registered Agent is:
Brian D. Wallace
Canal Place, Suite 2000
365 Canal Street
New Orleans, Louisiana 70130-6534
(c) The name and municipal address (or location) of the Company's
initial member:
Isle of Capri Casinos, Inc.
1641 Popps Ferry Road, Suite B1
Biloxi, Mississippi 39532
(d) The name and municipal address (or location) of the Company's
initial directors in whom managerial authority of the Company is vested is:
Bernard Goldstein
1641 Popps Ferry Road, Suite B1
Biloxi, Mississippi 39532
John M. Gallaway
1641 Popps Ferry Road, Suite B1
Biloxi, Mississippi 39532
Allan B. Solomon
1641 Popps Ferry Road, Suite B1
Biloxi, Mississippi 39532
Executed, sworn to and subscribed in Orleans Parish, Louisiana, on this
23rd day of October, 2000, before the undersigned Notary Public.
/s/ James A. Stuckey
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James A. Stuckey,
Organizer
/s/ DAWN M. RAWLS
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NOTARY PUBLIC
DAWN M. RAWLS
NOTARY PUBLIC
State of Louisiana
My Commission is issued For Life
Acceptance by Registered Agent. In compliance with the LaLLCL, the
Registered Agent hereby acknowledges and accepts the appointment as Registered
Agent for and on behalf of the Company.
Executed, sworn to and subscribed in Orleans Parish, Louisiana, on this
23rd day of October, 2000, before the undersigned Notary Public.
/s/ Brian D. Wallace
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Brian D.Wallace,
Registered Agent
/s/ DAWN M. RAWLS
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NOTARY PUBLIC
DAWN M. RAWLS
NOTARY PUBLIC
State of Louisiana
My Commission is issued For Life