EXHIBIT 3.11
ARTICLES OF ORGANIZATION
OF
BARDEN NEVADA GAMING, LLC
The undersigned, for the purpose of forming a limited-liability company
(the "Company"), pursuant to and by virtue of Chapter 86 of Nevada Revised
Statutes, hereby executes the following articles of organization.
ARTICLE I
NAME
The name of the Company is Barden Nevada Gaming, LLC.
ARTICLE II
REGISTERED OFFICE AND RESIDENT AGENT
The name of the initial resident agent and the initial address of the
registered office where process may be served in the State of Nevada is Schreck
Morris, 300 South Fourth Street, Suite 1200, Las Vegas, Nevada 89101. The
Company may, from time to time, in the manner provided by Nevada law, change the
resident agent and the registered office within the State of Nevada.
ARTICLE III
INDEMNIFICATION AND PAYMENT OF EXPENSES
Section 3.1 Indemnification and Payment of Expenses. In addition to any
other rights of indemnification permitted by the laws of the State of Nevada as
may be provided for by the Company in these articles of organization, the
Company's operating agreement or any other agreement, the expenses of members
and managers incurred in defending a civil or criminal action, suit or
proceeding, involving alleged acts or omissions of such member or manager in his
or her capacity as a member or manager of the Company, must be paid by the
Company, or through insurance purchased and maintained by the Company or through
other financial arrangements made by the Company as permitted by the laws of the
State of Nevada, as they are incurred and in advance of the final disposition of
the action, suit or proceeding, upon receipt of an unsecured undertaking by or
on behalf of the member or manager 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 Company.
Section 3.2 Repeal, Modification and Conflicts. Any repeal or
modification of Section 3.1 approved by the members of the Company shall be
prospective only. In the event of any conflict between Section 3.1 and any other
article of the Company's articles of organization, the terms and provisions of
Section 3.1 shall control.
ARTICLE IV
MANAGEMENT
Managing Members. The management of the Company shall be vested in its
member, whose name and address is as follows: Don H. Barden, 300 S. Fourth
Street, Ste. 1200, Las Vegas, NV 89101.
ARTICLE V
ORGANIZER
The name and post office box or street address of the organizer signing
these articles of organization is:
NAME ADDRESS
---- -------
Ellen L. Schulhofer 300 S. Fourth Street, Ste. 1200
Las Vegas, Nevada 89101
ARTICLE VI
PURPOSES
The character and general nature of the business to be conducted by the
Company is to distribute and sell gaming devices for use or play in Nevada or
for distribution outside of Nevada.
ARTICLE VII
RESTRICTIONS
Section 7.1 Transfer of Interest in the Company. Notwithstanding anything
to the contrary expressed or implied in these articles of organization, the
sale, assignment, transfer, pledge or other disposition of any interest in the
Company is ineffective unless approved in advance by the Nevada Gaming
Commission (the "Commission"). If at any time the Commission finds that a member
which owns any such interest is unsuitable to hold that interest, the Commission
shall immediately notify the Company of that fact. The Company shall, within ten
days from the date that it receives the notice from the Commission, return to
the unsuitable member the amount of his capital account as reflected on the
books of the Company. Beginning on the date when the Commission serves notice of
a determination of unsuitability, pursuant to the preceding sentence, upon the
Company, it is unlawful for the unsuitable member: (a) to receive any share of
the distribution of profits or cash or any other property of, or payments upon
dissolution of, the Company, other than a return of capital as required above;
(b) to exercise directly or through a trustee or nominee, any voting right
conferred by such interest; (c) to participate in the management of the business
and affairs of the
Company; or (d) to receive any remuneration in any form from the Company, for
services rendered or otherwise.
Section 7.2 Determination of Unsuitability. Any member that is found
unsuitable by the Commission shall return all evidence of any ownership in the
Company to the Company, at which time the Company shall, within ten days, after
the Company receives notice from the Commission, return to the member in cash,
the amount of his capital account as reflected on the books of the Company, and
the unsuitable member shall no longer have any direct or indirect interest in
the Company.
IN WITNESS WHEREOF, pursuant to Nevada Revised Statutes 86.151, I have
executed these articles of organization as of the 22nd day of November, 1999.
/s/ Ellen L. Schulhofer
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Ellen L. Schulhofer, Esq., Organizer