EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
SILVER LEGACY CAPITAL CORP.
The undersigned do hereby associate themselves into a corporation, under
and by virtue of the Nevada Revised Statutes, Title 7, Chapter 78, as amended,
and do hereby certify and adopt the following Articles of Incorporation:
ARTICLE I
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The name of the corporation is Silver Legacy Capital Corp.
ARTICLE II
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The registered agent of the corporation is Sierra Corporate Services and
the location of the registered office of the corporation in the State of Nevada
is 241 Ridge Street, 4th Floor, Reno, Nevada. Branch offices may hereafter be
established at such other place or places, either within or without the State of
Nevada as may be determined from time to time by the Board of Directors.
ARTICLE III
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The purpose for which said corporation is formed is to engage in any lawful
activity. The corporation shall have all powers authorized by Title 7, Chapter
78, of the Nevada Revised Statutes, as amended, except as otherwise provided in
these Articles or subsequent amendments thereto.
ARTICLE IV
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The amount of the authorized capital stock of this corporation is 2,500
shares with no par value.
Any and all shares of stock of this corporation of any class shall be paid
in as the Board of Directors may designate and as provided by law, in cash, real
or personal property, option to purchase, or any other valuable right or thing,
for the uses and purposes of the corporation, and said shares of stock when
issued in exchange therefor shall thereupon and thereby become and be fully
paid, the same as though paid for in cash, and shall be nonassessable forever,
and the judgment of the Board of Directors of the corporation concerning the
value of the property, right or thing, acquired in purchase
or exchange for capital stock shall be conclusive. No stockholder shall have any
preemptive rights.
ARTICLE V
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Section 1. Directors
The members of the governing board of the Corporation shall be designated
as Directors. The board of directors shall consist of not less than one (1)
director nor more than five (5) directors, the exact number of directors to be
determined, from time to time, by resolution adopted by the Board of Directors.
The number of directors of the Corporation may be increased or decreased from
time to time as provided in the By-Laws of the Corporation.
Section 2. Personal Liability
Directors of the corporation shall not be personally liable to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director, except for (i) acts or omissions which involve intentional misconduct,
fraud, or a knowing violation of law; or (ii) the payment of dividends in
violation of the provisions of Chapter 78 of the Nevada Revised Statutes. If
Chapter 78 of the Nevada Revised Statutes is amended after approval by the
stockholders of this article to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the full extent
permitted by Chapter 78 of the Nevada Revised Statutes, as so amended.
Section 3. Indemnification
Each person who is or was a director of the corporation (including the
heirs, executors, administrators or estate of such person) shall be indemnified
by the corporation as of right to the full extent permitted by Chapter 78 of the
Nevada Revised Statutes against any liability, cost or expense asserted against
such director and incurred by such director by reason of the fact that such
person is or was a director. The expenses of directors, past or present,
incurred in defending a civil or criminal action, suit, or proceeding must be
paid by the corporation as 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 to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation.
Section 4. Indemnification and Insurance
The corporation to the full extent of its power to do so, shall indemnify
all directors, officers, employees, and/or agents in accordance with the
provisions the Nevada Revised Statutes. Further, the corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee, or agent or
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him in any such capacity or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of Nevada law.
Section 5. Modifications
Any repeal or modification of all or any portion of the provisions of this
Article by the stockholders of the corporation shall not adversely affect any
right or protection of an officer or director of the corporation existing at the
time of such repeal or modification.
ARTICLE VI
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The name and address of the first Board of Directors of the corporation are
as follows:
Gary L. Carano
P.O. Box 3920
Reno, Nevada 89505
Bruce Sexton
P.O. Box 3920
Reno, Nevada 89505
ARTICLE VII
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The stock of this corporation, after the amount of the subscription price,
or par value has been fully paid in, shall be nonassessable forever, and shall
not be subject to pay the debts of the corporation.
ARTICLE VIII
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The names and addresses of the incorporators signing these Articles of
Incorporation are as follows:
Alvin J. Hicks
241 Ridge Street, 4th Floor
Reno, Nevada 89501
ARTICLE IX
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The corporation is to have perpetual existence.
ARTICLE X
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A resolution, in writing, signed by all of the members of the Board of
Directors of the corporation, shall be and constitute action by the Board of
Directors to the effect therein expressed with the same force and effect as
though such resolution had been passed at a duly convened meeting, and it shall
be the duty of the Secretary to record every such resolution in the Minute Book
of the corporation under its proper date.
ARTICLE XI
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The Directors shall have the power to make and alter the Bylaws of the
corporation. Bylaws so made by the Directors under the power so conferred may be
altered, amended or repealed by the Directors or by the Stockholders at any
meeting called and held for that purpose.
IN WITNESS WHEREOF, I have hereunto set my hand and executed these Articles
of Incorporation this 17th day of August, 2001.
/s/ Alvin J. Hicks
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Alvin J. Hicks
STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this 17th day of August, 2001, personally appeared before the
undersigned, a Notary Public in and for the County of Washoe, State of Nevada,
Alvin J. Hicks, known to me to be the person described in and who executed the
foregoing instrument freely and voluntarily and for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Sarah Jo Smithson
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Notary Public
Sarah Jo Smithson
Notary Public - State of Nevada
Appointment Recorded in Washoe County
94-0236-2-Expires August 2, 2002