EXHIBIT 3.5
AMENDED AND RESTATED
ARTICLES OF ORGANIZATION
OF
BARDEN COLORADO GAMING, LLC
These Amended and Restated Articles of Organization were approved by a
vote of the sole Member of Barden Colorado Gaming, LLC on September 19, 2001.
From this date forward these Amended and Restated Articles of Organization
supersede the original Articles of Organization and all amendments and
supplements to those Articles (if any). These Amended and Restated Articles of
Organization correctly set forth the provisions of the Articles of Organization,
as amended.
ARTICLE I
NAME
The name of the limited liability company is:
Barden Colorado Gaming, LLC.
ARTICLE II
PRINCIPAL PLACE OF BUSINESS
The address of the company's principal place of business is 400 Renaissance
Center, Suite 2400, Detroit, Michigan 48243.
ARTICLE III
REGISTERED OFFICE AND AGENT
The street address and mailing address of the registered office of the
company is 1099 18th Street, Suite 2600, Denver, Colorado 80202. The name of the
registered agent at that address is Richard L. Nathan. Either the registered
office or the registered agent may be changed in the manner provided by law.
ARTICLE IV
MANAGEMENT
The management of the company is vested in its managers.
ARTICLE V
MANAGER
The name of the initial manager is Don H. Barden, and business address of
the manager is 400 Renaissance Center, Suite 2400, Detroit, Michigan 48243.
ARTICLE VI
VOTING SECURITIES
The company shall not issue any voting securities or other voting
interests except in accordance with the provisions of the Colorado Limited
Gaming Act and the regulations promulgated thereunder. The issuance of any
voting securities or other voting interests in violation thereof shall be void
and such voting securities or other voting interests in violation thereof shall
be void and such voting securities or other voting interests shall be deemed not
to be issued and outstanding until (i) the company ceases to be subject to the
jurisdiction of the Colorado Limited Gaming Control Commission, or (ii) the
Colorado Limited Gaming Control Commission shall, by affirmative action,
validate the issuance or waive any defect in issuance.
No voting securities or other voting interests issued by the company and
no interest, claim or charge therein or thereto shall be transferred in any
manner whatsoever, except in accordance with the provisions of the Colorado
Limited Gaming Act and the regulations promulgated thereunder. Any transfer in
violation thereof shall be void until (i) the company ceases to be subject to
the jurisdiction of the Colorado Limited Gaming Control Commission, or (ii) the
Colorado Limited Gaming Control Commission shall, by affirmative action,
validate said transfer or waive any defect in said transfer.
If the Colorado Limited Gaming Control Commission at any time determines
that a holder of voting securities or other voting interests of the company is
unsuitable to hold such securities or other voting interests, then the issuer of
such voting securities or other voting interests may, within sixty (60) days
after the finding of unsuitability, purchase the voting securities or other
voting interests of the unsuitable person at the lesser of (i) the cash
equivalent of that person's investment in the company; or (ii) the current
market price as of the date of the finding of unsuitability unless those voting
securities or other voting interests are transferred to a suitable person (as
determined by the Commission) within sixty (60) days after the finding of
unsuitability. Until those voting securities or other voting interests are owned
by persons found by the Commission to be suitable to own them, (1) the company
shall not be required or permitted to pay any dividend or interest with regard
to the voting securities or other voting interests; (2) the holder of those
voting securities or other voting interests shall not be entitled to vote on any
matter as the holder of the voting securities or other voting interests, and
those voting securities or other voting interests shall not for any purposes be
included in the voting securities or other voting interests of the company
entitled to vote; and (3) the company shall not pay any remuneration in any form
to the holder of the voting securities or other voting interests, except in
exchange for those voting securities or other voting interests as provided in
this paragraph.
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ARTICLE VII
ORGANIZER
The name of the organizer of the company is Richard L. Nathan, and his
address is 287 Century Circle, #201, Louisville, Colorado 80027.
On behalf of Barden Colorado Gaming, LLC, Don H. Barden, by his signature
as Manager below, confirms, under penalties of perjury, that the foregoing
Amended and Restated Articles of Organization of Barden Colorado Gaming, LLC
were adopted by the sole member of the company on September 19, 2001, constitute
the act and deed of Barden Colorado Gaming, LLC, and the facts stated in these
Articles are true.
Signed this 27th day of September, 2001.
BARDEN COLORADO GAMING, LLC
By: /s/ Don H. Barden
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Don H. Barden, Manager
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