Exhibit 3.1
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4288
(774) 684-6708
Website: secretaryofstate.biz
Articles of Organization
Limited-Liability Company
(PURSUANT TO NRS 86.221)
Important: Read attached instructions before completing form ABOVE SPACE IS FOR OFFICE USE ONLY
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1. Name of Limited-Liability Company COLONY LVH ACQUISITIONS, LLC
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2. Resident Agent PAUL A. BIBLE
Name and Street Address: Name
(must be a Nevada
address where process may 201 W. LIBERTY STREET, THIRD FLOOR RENO NEVADA 89501
be served) Physical Street Address City State Zip
SAME
Additional Mailing Address City State Zip
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3. Dissolution Date: Latest date upon which the company is to dissolve
(OPTIONAL - see (if existence is not perpetual): PERPETUAL
instructions)
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4. Management: Company shall be managed by [_] Manager(s) OR [_] Members
(check one)
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5. Names Address, of NICHOLAS L. RIBIS
Manager(s) or Members: Name
(attach additional pages
as necessary) 660 MADISON AVENUE, SUITE 1600 NEW YORK NY 10021
Address City State Zip
Name
Address City State Zip
Name
Address City State Zip
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6. Names, Address and PAUL A. BIBLE
Signatures of Organizers: Name Signature /s/ Paul A. Bible
(if more than one --------------------
organizer attach additional
page 201 W. LIBERTY STREET, THIRD FLOOR RENO NEVADA 89501
Address City State Zip
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7. Certificate of Acceptance I hereby accept appointment as Resident/Agent for
of Appointment of Resident Agent: the above named limited-liability company.
/s/ Paul A. Bible
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Authorized Signature of R.A. or One Behalf of R.A. Company Date
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ATTACHMENT TO
ARTICLES OF ORGANIZATION FOR
COLONY LVH ACQUISITIONS, LLC
1. Purpose. The character and general nature of the business to be conducted
by the limited liability company is to operate, manage, and conduct gaming
in a gaming casino on or within the premises located at 3000 Paradise Road,
Las Vegas, Nevada.
2. Nevada Gaming Commission Approval. Notwithstanding anything to the contrary
expressed or implied in these articles, the sale, assignment, transfer,
pledge or other disposition of any interest in the limited liability
company is ineffective unless approved in advance by the Nevada Gaming
Commission (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 limited liability company of that
fact. The limited liability company shall, within 10 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
limited liability company. Beginning on the date when the Commission serves
notice of a determination of unsuitability, pursuant to the preceding
sentence, upon the limited liability company it is unlawful for the
unsuitable member: (a) to receive any share of the distribution of profits
or cash for any other property of, or payments upon dissolution of, the
limited liability 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 limited liability company; or (d) to
receive any remuneration in any form from the limited liability company for
services rendered or otherwise.
Any member that is found unsuitable by the Commission shall return all
evidence of any ownership in the limited liability company to the limited
liability company, at which time the limited liability company shall,
within 10 days after the limited liability 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 limited liability company and the
unsuitable member shall no longer have any direct or indirect interest in
the limited liability company.
3. Indemnity.
The Company shall indemnify any person who is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the
right of the Company, by reason of the fact that the person is or was a
manager, member, employee, agent and/or organizer of the Company
(Indemnitee), or is or was serving at the request of the Company as a
manager, member, employee or agent of another limited liability company,
corporation, partnership joint venture, trust or other enterprise against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by Indemnitee in connection
with any action, suit or proceeding if Indemnitee acted in good faith and
in a manner which he reasonably believed to be in or not opposed to the
best interests of the company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful, to
the maximum extent permitted by Nevada law.
DEAN HELLER FILED #___________
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4288
(774) 684-6708
Website: secretaryofstate.biz
Amendment to
Articles of Organization
(PURSUANT TO NRS 86.221)
Important: Read attached instructions before completing form ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Organization
For a Nevada Limited-Liability Company
(Pursuant to NRS86.221)
1. Name of limited-liability company:
Colony Resorts LVH Acquisitions, LLC
2. The company is managed by (check one): [X] managers or [_] members
3. The articles have been amended as follows (provide articles numbers, if
available):
Article 5 is amended to change the Managers to the following:
NICHOLAS L. RIBIS, 660 MADISON AVENUE, SUITE 1600, NEW YORK, NY 10021
THOMAS J. BARRACK, JR., 1999 AVENUE OF THE STARS, SUITE 1200, LOS ANGELES, CA
90067
Except as amended above, all remaining provisions of the Articles of
Organization of the Limited Liability Company shall remain in full force and
effect.
4. Signature (must be signed by at least one manager or by a managing member).
/s/ Nicholas Ribis
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Signature
1) If amending company name, it must contain the words "Limited-Liability
Company," "Limited Company," or "Limited" or the abbreviations "Ltd.," "LLC," or
"L.C.," or "LLC" or "LC." The word "Company" may be abbreviated as "Co."
2) If adding managers, provide names and addresses
FILING FEE: $175.00
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
DEAN HELLER FILED #___________
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4288
(774) 684-6708
Website: secretaryofstate.biz
Amendment to
Articles of Organization
(PURSUANT TO NRS 86.221)
Important: Read attached instructions before completing form ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Organization
For a Nevada Limited-Liability Company
(Pursuant to NRS86.221)
1. Name of limited-liability company:
Colony LVH Acquisitions, LLC
2. The company is managed by (check one): [X] managers or [_] members
3. The articles have been amended as follows (provide articles numbers, if
available):
Article 1 is amended to change the name of the company to:
COLONY RESORTS LVH ACQUISITIONS, LLC.
Except as amended above, all remaining provisions of the Articles of
Organization of the Limited Liability Company shall remain in full force and
effect.
4. Signature (must be signed by at least one manager or by a managing member).
/s/ Nicholas Ribis
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Signature
1) If amending company name, it must contain the words "Limited-Liability
Company," "Limited Company," or "Limited" or the abbreviations "Ltd.," "LLC," or
"L.C.," or "LLC" or "LC." The word "Company" may be abbreviated as "Co."
2) If adding managers, provide names and addresses
FILING FEE: $175.00
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.