Exhibit 3.3
ARTICLES OF : UNITED STATES OF AMERICA
INCORPORATION : STATE OF FLORIDA
CSNO, INC. : COUNTY OF PALM BEACH
BE IT KNOWN, that on this 17th day of November 1992,
BEFORE ME, the undersigned, a Notary Public in and for the County of Palm
Beach, State of Florida, personally appeared ALLAN B. SOLOMON, who declared to
me, Notary, in the presence of the undersigned competent witnesses, that
availing himself of the provisions of the Louisiana Business Corporation Law, he
does hereby form a corporation under and in accordance with the following
Articles of Incorporation:
ARTICLE I
NAME
The name of the Corporation is: CSNO, INC.
ARTICLE II
PURPOSE
The purpose of the Corporation is to engage in any lawful activity for
which corporations may be formed under the Business Corporation Law, including
but not limited to the operation of a casino style boat and/or boats and a dock
or mooring facility, or land based facilities with electronic gaming devices as
permitted by law.
ARTICLE III
CAPITAL
This corporation has authority to issue an aggregate of one thousand
(1,000) shares of stock, all of which are designated common stock having par
value per share of One Dollar ($1.00).
ARTICLE IV
PREEMPTIVE RIGHTS
Shareholders shall have preemptive rights.
ARTICLE V
CUMULATIVE VOTING
In the election of Directors, each shareholder of record shall have the
right to multiply the number of votes to which he is entitled by the number of
Directors to be elected, and to cast all such votes for one candidate, or
distribute them among any two or more candidates.
ARTICLE VI
CORPORATION ACTION OF SHAREHOLDERS
If shareholder action or approval is required by law in connection with the
amendment of these Articles or any merger, consolidation, transfer of corporate
assets or dissolution of or involving the corporation, such action or approval
shall be taken or given only upon the affirmative vote of not less than fifty-
one percent (51%) of the number of shares entitled to vote on the particular
question.
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ARTICLE VII
SHAREHOLDERS' CONSENT
Wherever the affirmative vote of shareholders is required to authorize or
constitute corporate action, the consent in writing to such action signed only
by shareholders holding that proportion of the total voting power on the
question which is required by law or by these Articles of Incorporation,
whichever requirement is higher, shall be sufficient for the purpose, without
necessity for a meeting of shareholders.
ARTICLE VIII
DIRECTORS
Section 1. Number of Directors. The number of Directors of the
Corporation shall be such number, not less than one (1) or more than (10), as
shall be elected from time to time by the shareholder(s).
Section 2. Director's Proxies. Any Director absent from a meeting of the
Board of Directors or any committee thereof, may be represented by any other
Director, shareholder, or their designee, who may cast the vote of the absent
Director according to the written instructions, general or special, of the
absent Director.
ARTICLE IX
REVERSION
Cash, property or share dividends, shares issuable to shareholders in
connection with a 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
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redemption price or deliver the certificates for the share to such shareholders
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 not, authorize (a) a payment of the amount
of any cash or property dividend or redemption price or (b) issuance of any
shares, ownership of which has reverted to the Corporation pursuant to this
Article IX to the entity who or which would be entitled thereto had such
reversion not occurred.
ARTICLE X
INCORPORATOR
The name and post office address of the Incorporator is: Allan B. Solomon,
7777 Glades Road, Suite 300, Boca Raton, Florida 33434.
THUS DONE AND PASSED in triplicate originals, in my office in the City of
Boca Raton, County of Palm Beach, State of Florida, on the day, month and year
hereinabove set forth, in the presence of the undersigned competent witnesses
and me, Notary, after due reading of the whole.
WITNESSES:
/s/ Rose L. Hayes /s/ Allan B. Solomon
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/s/ Valerie D. Baker
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/s/ Elaine M. Hulan
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NOTARY
(Notary Seal)
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