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EXHIBIT 3.9
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APR 30 1996
No. 9692-96
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/s/ DEAN HELLER
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DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
AMERISTAR CASINO LAS VEGAS, INC.
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
NAME
The name of the corporation shall be AMERISTAR CASINO LAS VEGAS, INC.
ARTICLE II
REGISTERED OFFICE
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, Jones, Bernhard, Woloson & Godfrey, Chartered,
600 East Charleston Blvd., Las Vegas, Clark County, Nevada 89104. 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
CAPITAL STOCK
Section 1. Authorized Shares. The aggregate number of shares which the
corporation shall have authority to issue shall consist of fifty thousand
(50,000) shares of common stock at $.01 par value.
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Section 2. Consideration for Shares. The common stock authorized by
Section 1 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 this corporation,
after 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.
Section 4. Cumulative Voting For Directors. No stockholder of the
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 any preemptive rights.
ARTICLE IV
DIRECTORS AND OFFICERS
Section 1. Number of Directors. The members of the governing board of
the corporation are styled as directors. The Board of Directors of the
corporation shall consist of at least one (1) individual 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 name and post office box or street
address of the director constituting the first Board of Directors, which shall
be one (1) in number, is:
NAME ADDRESS
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Craig Neilsen 600 E. Charleston Blvd.
Las Vegas, NV 89104
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Section 3. Limitation of Personal Liability. No director or officer of
the 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.
Section 4. Payment of Expenses. In addition to any other rights of
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 or 4 above approved by the stockholders of the corporation shall be
prospective only. 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.
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ARTICLE V
INCORPORATOR
The name and post office box or street address of the incorporator
signing these Articles of Incorporation is:
NAME ADDRESS
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Kenneth A. Woloson, Esq. 600 East Charleston Boulevard
Las Vegas, Nevada 89104
IN WITNESS WHEREOF, I have executed these Articles of
Incorporation this 29th day of April, 1996.
/s/ KENNETH A. WOLOSON
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Kenneth A. Woloson, Esq.
State of Nevada )
) ss.
County of Clark )
This instrument was acknowledged before me on April 29, 1996 by Kenneth
A. Woloson, Esq. as Incorporator of Ameristar Casino Las Vegas, Inc.
/s/ ETHAN A. JONES
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Ethan A. Jones
Notary Public
(My commission expires: 3/16/99)
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[SEAL]
Notary Public - State Of Nevada
COUNTY OF CLARK
ETHAN A. JONES
My Commission Expires
March 16, 1999
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NEVADA REVISED STATUTES SECTION 78.039
WRITTEN ACKNOWLEDGED CONSENT
The undersigned "AMERISTAR CASINOS, INC" is a Nevada corporation
authorized to transact business in Nevada. Pursuant to Nevada Revised Statutes
Section 78.039(1), this will constitute the written acknowledged consent of the
undersigned to allow the firm of Schreck, Jones, Bernhard, Woloson & Godfrey,
Chtd. to to incorporate a new Nevada corporation by the name of "AMERISTAR
CASINO LAS VEGAS, INC."
DATED as of the 25 day of April, 1996.
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AMERISTAR CASINOS, INC., a Nevada
corporation
By: /s/ BRIAN E. KATZ
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Brian E. Katz
Its: Senior Vice President
STATE OF IDAHO )
:ss.
COUNTY OF TWIN FALLS )
This instrument was acknowledged before me on the 25th day of April,
1996, by Brian E. Katz as Senior Vice President of Ameristar Casinos, Inc.
[SEAL] /s/ PATRICIA J. FAHRENHOLZ
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Patricia J. Fahrenholz
Notary Public
Residing in Twin Falls County, Idaho
My Commission Expires:
6-30-98
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APR 30 1996
No. 9692-96
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/s/ DEAN HELLER
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Dean Heller, SECRETARY OF STATE
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
IN THE MATTER OF AMERISTAR CASINO LAS VEGAS, INC.
1. The undersigned, Schreck, Jones, Bernhard, Woloson & Godfrey,
Chartered, hereby certifies that on the 29th day of April, 1996, it accepted the
appointment as Resident Agent of the above corporation.
2. The registered office in this State is located at 600 East Charleston
Boulevard, City of Las Vegas, County of Clark, State of Nevada 89104.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of
April, 1996.
RESIDENT AGENT,
SCHRECK, JONES, BERNHARD,
WOLOSON & GODFREY, CHARTERED
By: /s/ KENNETH A. WOLOSON
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Kenneth A. Woloson, Esq.
Authorized Signatory
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