EX-3.58 56 a2215428zex-3_58.htm EX-3.58

Exhibit 3.58

 

STATE OF NEVADA

 

ROSS MILLER
Secretary of State

SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

 

OFFICE OF THE

SECRETARY OF STATE

 

Certified Copy

 

 

 

January 30, 2013

 

 

Job Number:

C20130130-0478

 

Reference Number:

00003797535-69

 

Expedite:

 

 

Through Date:

 

 

 

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

 

Document Number(s)

Description

Number of Pages

20100687338-48

Articles of Organization

2 Pages/1 Copies

20100698516-38

Certificate of Correction

1 Pages/1 Copies

 

Respectfully,

 

/s/ Ross Miller

ROSS MILLER

Secretary of State

 

 

 

 

Certified By: Christine Rakow

 

Certificate Number: C20130130-0478

 

You may verify this certificate

 

online at http://www.nvsos.gov/

 

 

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

 

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ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100687338-48 Filing Date and Time Ross Miller 09/13/2010 11:00 AM Secretary of State Entity Number State of Nevada E0440552010-3 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP RIVER CENTRAL LLC Check box if a Series Limited-Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] September 13, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. PLEASE SEE ATTACHEMENT Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

*050101*

 

 

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP RIVER CENTRAL LLC

 

The Articles of Organization of NP RIVER CENTRAL LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

 

8.                                              Compliance with Gaming Laws.

 

(a)                                         The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

 

(b)                                         The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

 

(c)                                          Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

 

1

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ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100698516-38  Filing Date and Time Ross Miller 09/16/2010 2:12 PM Secretary of State Entity Number State of Nevada E0440552010-3 Certificate of Correction (PURSUANT TO NRS CHAPTERS 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89, AND 92A) USE BLACK INK ONLY-DO NOT HIGHLIGHT Certificate of Correction ABOVE SPACE IS FOR OFFICE USE ONLY (Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A) 1. The name of the entity for which correction is being made: NP RIVER CENTRAL LLC 2. Description of the original document for which correction is being made: Articles of Organization - Section 8a to Attachment thereof. 3. Filing date of the original document for which correction is being made: September 13, 2010 4. Description of the inaccuracy or defect. Section 8a of the Attachment to the Attachment to Articles of Organization refers to Clark County. Nevada as the only jurisdiction where the LLC is authorized to own operate, manage and conduct gaming in a hotel/casino. 5. Correction of the inaccuracy or defect. The Section 8a is hereby amended and restated in its entirety to read as follows: 8a. The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada or Washoe County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada. 6. Signature: [ILLEGIBLE] Authorized Signature of Member September 15, 2010 Authorized Signature Title * Date Frank J. Fertitta, III • If entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director if stock has not been issued; a limited-liability company, by a manager or managing members: a limited partnership or limited-liability limited partnership, by a general partner: a limited-liability partnership, by a managing partner; a business trust, by a trustee. IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary of State Correction Revised: 3-26-09 [ILLEGIBLE] CT System Online