EX-3.84 82 a2215428zex-3_84.htm EX-3.84

Exhibit 3.84

 

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

LLC15299-2003-001

 

Articles of Organization

 

4 Pages/1 Copies

20110440957-33

 

Amendment

 

2 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

 



 

 

 

FILED # LLC15299.03

 

 

 

ARTICLES OF ORGANIZATION

 

OF

OCT 07 2003

SC MICHIGAN, LLC

 

 

IN THE OFFICE OF

 

 

[ILLEGIBLE]

 

 

DEAN [ILLEGIBLE] SECRETARY OF STATE

 

The undersigned, for the purpose of forming a limited liability company pursuant to and by virtue of Chapter 86 of Nevada Revised Statutes, hereby signs the following articles of organization.

 

ARTICLE I

NAME

 

The name of the company is SC Michigan, LLC (the “Company”).

 

ARTICLE II

REGISTERED OFFICE AND RESIDENT AGENT

 

The Company’s resident agent and the address of the registered office where process may be served in the State of Nevada shall be Schreck Brignone, 300 South Fourth Street, Suite 1200, Las Vegas, Nevada 89101, or such other resident agent and registered office as the managers shall, from time to time, determine.

 

ARTICLE III

INDEMNIFICATION AND PAYMENT OF EXPENSES

 

In addition to any other rights of indemnification permitted by the laws of the State of Nevada as may be provided for by the Company in these articles of organization, the Company’s operating agreement or any other agreement, the expenses of members and managers incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such members or managers in their capacities as members or managers of the Company, must be paid by the Company, or through insurance purchased and maintained by the Company or through other financial arrangements made by the Company as permitted by the laws of the State of Nevada, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an unsecured undertaking by or on behalf of the members or managers to repay the amount if it is ultimately determined by a court of competent jurisdiction that they are not entitled to be indemnified by the Company.

 

Any repeal or modification of this Article III approved by the members of the Company shall be prospective only. In the event of any conflict between this Article III and any other article of the Company’s articles of organization, the terms and provisions of Article III shall control.

 

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ARTICLE IV

MANAGEMENT

 

The management of the Company shall be vested in its managers in the manner prescribed by the Company’s operating agreement The names and addresses of the persons who are to serve as the initial managers of the Company are:

 

Glenn C. Christenson

2411 West Sahara Avenue

Las Vegas, Nevada 89102

 

Scott M Nielson

2411 West Sahara Avenue

Las Vegas, Nevada 89102

 

The managers may designate or authorize, by provision either in the Company’s operating agreement or in another writing, one or more persons, officers or employees of the Company who may, in the name of the Company, and in lieu of or in addition to the managers, contract debts and incur liabilities, and sign contracts or agreements (including, without limitation, instruments and documents providing for the acquisition, mortgage or disposition of property of the Company), and may authorize the use of facsimile signatures of any such persons.

 

ARTICLE V

ORGANIZER

 

The name and post office box or street address of the organizer signing these articles of organization is:

 

Ellen Schulhofer, Esq.

300 S. Fourth Street Suite 1200

Las Vegas, Nevada 89101

 

IN WITNESS WHEREOF, pursuant to Nevada Revised Statutes 86.151, I have signed these articles of organization as of the 7th day of October, 2003.

 

 

 

 

/s/ Ellen Schulhofer

 

 

Ellen Schulhofer, Esq., Organizer

 

2



 

WAIVER OF ORGANIZER

 

The undersigned, being the sole organizer named in the Articles of Organization of SC Michigan, LLC (the “Company”), a Nevada limited liability company, which Articles of Organization have been filed in the office of the Secretary of State of the State of Nevada, hereby waives all right, title and interest in and to any interest in or assets or property of the Company and any right in and to the management thereof as of the date of said filing.

 

Dated as of said day and year of filing.

 

 

 

/s/ Ellen Schulhofer

 

 

Ellen Schulhofer, Esq.

 


 

ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Filed in the office of Document Number [ILLEGIBLE] 20110440957-33 Filing Date and Time Ross Miller 06/14/2011 12:19 PM Secretary of State Entity Number State of Nevada LLC15299-2003 Amendment to Articles of Organization (PURSUANT TO NRS 86.221) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Organization For a Nevada Limited-Liability Company (Pursuant to NRS 86.221) 1. Name of limited-liability company: SC Michigan, LLC 2. The company is managed by: Managers OR Members (check only one box) 3. The articles have been amended as follows (provide articles numbers, if available)*: Articles 4 and 5 of the Articles of Organization are hereby amended as set forth below: Article 4. Management: “The Company shall be managed by Member(s).” Article 5. Name(s) and address(es) of each Member: Name: NP Opco LLC Address: 1505 South Pavilion Center Drive, Las Vegas. NV 89135 *** See attachment for provision re effective date of this Certificate of Amendment.*** 4. Signature (must be signed by at least one manager or by a managing member): [ILLEGIBLE] Manager Signature * 1) If amending company name, it must contain the words “Limited-Liability Company,” “Limited Company,” or “Limited,” or the abbreviations “Ltd.,” “L.L.C.,” or “L.C.,” “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. This form must be accompanied by appropriate fees Novada Secretary of State AM 86.221 Amend 2007 Revised on: 01/01/07 SEE ATTACHMENT

 

 

 

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT

 

BY RESIDENT AGENT

FILED # LLC15299.03

 

IN THE MATTER OF

 

 

 

OCT 07 2003

 

SC MICHIGAN, LLC

 

 

 

IN THE OFFICE OF

 

 

[ILLEGIBLE]

 

 

DEAN [ILLEGIBLE] SECRETARY OF STATE

 

1. The undersigned, Schreck Brignone, hereby certifies that on the 7th day of October, 2003, it accepted its appointment as resident agent of the above-referenced limited liability company.

 

2. The registered office in this State is located at 300 South Fourth Street, Suite 1200, County of Clark, City of Las Vegas, State of Nevada.

 

IN WITNESS WHEREOF, the undersigned has hereunto set its hand this 7th day of October, 2003.

 

 

 

RESIDENT AGENT,

 

 

 

 

 

SCHRECK BRIGNONE

 

 

 

 

 

 

 

 

By:

/s/ Ellen Schulhofer

 

 

 

Ellen Schulhofer, Esq.

 

 

 

Authorized Signatory

 

1



 

ATTACHMENT TO

CERTIFICATE OF AMENDMENT

TO ARTICLES OF ORGANIZATION OF

SC MICHIGAN, LLC

 

The Certificate of Amendment to Articles of Organization of SC Michigan, LLC consists of the preceding page and the following additional provision:

 

EFFECTIVE DATE OF CERTIFICATE OF AMENDMENT

 

Pursuant to NRS 86.226(2), the effective date of this Certificate of Amendment to Articles of Organization is: June 15, 2011.

 

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