EX-3.138 139 dex3138.htm ARTICLES OF INCORPORATION OF HARRAH'S ALABAMA CORPORATION Articles of Incorporation of Harrah's Alabama Corporation

Exhibit 3.138

 

[STAMP]      

FILING FEE $125.00 T.N.

INVOICE #43385

CT CORPORATION

906 OLIVE STREET

ST. LOUIS, MO. 63101

ARTICLES OF INCORPORATION

OF

HARRAH’S ALABAMA CORPORATION

FIRST: The name of the corporation is

HARRAH’S ALABAMA CORPORATION

SECOND: Its registered office in the State of Nevada is located at One East First Street, Reno, Nevada 89501. The name of its resident agent at that address is The Corporation Trust Company of Nevada.

THIRD: The total number of shares which the corporation is authorized to issue is one hundred (100); all of such shares shall be without par value.

FOURTH: The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation.

The names and addresses of the first board of directors, which shall be two (2) in number, are as follows:

 

NAMES

  

ADDRESSES

Michael D. Rose    1023 Cherry Road
   Memphis, TN 38117
Philip G. Satre    1023 Cherry Road
   Memphis, TN 38117


FIFTH: The names and addresses of each of the incorporators signing the articles of incorporation are as follows:

 

NAMES

  

ADDRESSES

D. K. Ohlendorf    906 Olive Street
   St. Louis, MO 63101
K. L. Buss    906 Olive Street
   St. Louis, MO 63101
K. B. Lohnes    906 Olive Street
   St. Louis, MO 63101

SIXTH: No director or officer of the corporation shall be personally liable in the corporation or its stockholders for damages for breach of his fiduciary duty as a director or officer, except that this provision shall not eliminate or limit the liability of a director or officer for:

(a) Acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or

(b) The payment of distribution in violation of NRS 78.300.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these articles of incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands this 9th day of September, 1993.

 

/s/ D. K. Ohlendorf
D. K. Ohlendorf, Incorporator
/s/ K. L. Buss
K. L. Buss, Incorporator
/s/ K. B. Lohnes
K. B. Lohnes, Incorporator