ARTICLES OF ORGANIZATION
OF
CORPUS CHRISTI DAY CRUISES, LLC
These Articles of Organization are made for the purpose of organizing a
Nevada Limited Liability Company pursuant to Chapter 86 of the Nevada Revised
Statutes.
ARTICLE I
NAME
The name of this Limited Liability Company is CORPUS CHRISTI DAY
CRUISES, LLC (the "Company").
ARTICLE II
ADDRESS
The Company's mailing address and street address of the principal
office of the Company is 3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV
89109.
ARTICLE III
DURATION
The period of duration for the Company shall be perpetual.
ARTICLE IV
REGISTERED AGENT AND OFFICE
The name of the initial Registered Agent of the Company is The
Corporation Trust Company of Nevada. The street address of the initial
Registered Agent of the Company is 6100 Neil Road, Suite 500, Reno, Nevada
89511.
ARTICLE V
MANAGEMENT
The Company shall be managed by Viva Gaming and Resorts, Inc. The
address of the Manager is 3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV
89109. Thereafter, the Company shall be managed by at least one Manager who
shall be elected as provided in the Operating Agreement of the Company.
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ARTICLE VI
ADMISSION OF ADDITIONAL MEMBERS
Additional Members of the Company may be admitted by unanimous written
consent of the Members or in the manner provided in the Operating Agreement of
the Company.
ARTICLE VII
MEMBERS RIGHTS TO CONTINUE BUSINESS
If a Member of the Company dies, retires, resigns, is expelled, is
dissolved, experiences bankruptcy, or upon the occurrence of any other event
which terminates the continued Membership of a Member in the Company, the
remaining Members may continue the business of the Company in the manner
provided in the Operating Agreement of the Company.
ARTICLE VIII
OPERATING AGREEMENT
The Members may adopt, alter, amend, or repeal Operating Agreement of
the Company containing provisions for the regulation and management of the
affairs of the Company.
ARTICLE IX
DATE OF EXISTENCE OF THE COMPANY
The existence of the Company shall commence on the date of filing the
Articles of Organization by the Nevada Department of State.
ARTICLE X
ORGANIZER
These Articles of Organization are hereby executed by the undersigned
this 20th day of March, 2000. The street address of the Organizer is 6100 Neil
Road, Suite 500, Reno, Nevada 89511.
The Corporation Trust Company of Nevada
BY: /s/ V. Miller
-----------------
V. Miller (Plantation)
Assistant Secretary
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CERTIFICATE OF DESIGNATION OF
REGISTERED AGENT/REGISTERED OFFICE
PURSUANT TO THE PROVISIONS OF SECTIONS 86.121 AND 86.125 OF THE NEVADA REVISED
STATUTES, THE UNDERSIGNED LIMITED LIABILITY COMPANY SUBMITS THE FOLLOWING
STATEMENT TO DESIGNATE A REGISTERED OFFICE AND REGISTERED AGENT IN THE STATE OF
NEVADA.
1. The name of the Limited Liability Company is:
CORPUS CHRISTI DAY CRUISES, LLC
2. The name and the Nevada address of the Registered Agent are:
The Corporation Trust Company of Nevada
6100 Neil Road, Suite 500, Reno, Nevada 89511
Having been named as Registered Agent and to accept service of process for the
above stated Limited Liability Company at the place designated in this
certificate, I hereby accept the appointment as Registered Agent and agree to
act in this capacity. I further agree to comply with the provisions of all
statutes relating to the proper and complete performance of my duties, and I am
familiar with and accept the obligations of my position as Registered Agent.
The Corporation Trust Company of Nevada
By /s/ V. Miller
----------------
Agent for Service of Process V. Miller
(Plantation)
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SECRETARY OF STATE
STATE OF NEVADA
LIMITED-LIABILITY COMPANY CHARTER
I, DEAN HELLER, the Nevada Secretary of State, do hereby certify that
CORPUS CHRISTI DAY CRUISES, LCC did on March 20, 2000, file in this office the
Articles of Organization for a Limited-Liability Company, that said Articles are
now on file and of record in the office of the Nevada Secretary of State, and
further, that said Articles contain the provisions required by the laws
governing Limited-Liability Companies in the State of Nevada.
IN WITNESS WHEREOF, I
have hereunto set my
hand and affixed the
Great Seal of State,
at my office in
Carson City, Nevada,
on March 20, 2000.
/s/ Dean Heller
[SEAL]
Secretary of State
By /s/
Certification Clerk
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