EX-3.222 221 dex3222.htm ARTICLES OF ORGANIZATION OF HARRAH'S SHREVEPORT MANAGEMENT COMPANY, LLC Articles of Organization of Harrah's Shreveport Management Company, LLC

Exhibit 3.222

 

LOGO

  

DEAN HELLER

Secretary of State

 

101 North Carson Street, Suite 3

Carson City, Nevada 89701-4786

(775) 684 5708

  

 

Limited-Liability

Company

 

Articles of Organization

(PURSUANT TO NRS 86

 

  

Office Use Only

Important: Read attached instructions before completing

 

 

1. Name of Limited-

    LiabilityCompany:

 

   Harrah’s Shreveport Management Company, LLC

 

 

2. Resident Agent Name and Street Address:

    (Mustbe a Nevada address where process may be served)

   NAME

CSC Services of Nevada, Inc.

 

STREET ADDRESS

 

502 E. John Street

 

  

CITY

 

        Carson City

 

       

ZIP

 

NEVADA 89706

 

 

3. Dissolution Date:

    (Optional- see instructions)

 

   Latest date upon which the company is to dissolve (if existence is not perpetual) :    Perpetual     

 

4. Management

    (Checkone)

 

   Company shall be managed by    ¨Manager(s)    OR    þMembers

 

    
 

 

    Names,Addresses,

    ofManager(s) or Members:

    (Attachadditional pages as necessary)

   1. NAME Harrah’s Operating Company, lnc.

 

     
   STREET ADDRESS    CITY    STATE    ZIP
   One Harrah’s Court            Las Vegas    Nevada    89119-4312
  

 

2. NAME

        
  

 

STREET ADDRESS

   CITY    STATE    ZIP
  

 

3. NAME

        
  

 

STREET ADDRESS

   CITY    STATE    ZIP
  

 

4. NAME

        
  

 

STREET ADDRESS

   CITY    STATE    ZIP

 

5. Other Matters:

    (Seeinstructions)

 

   Number of additional pages attached:

 

         
    

 

Harrah’s Operating Company, Inc.

   /s/ Brad L. Kerby                       

 

6. Names, Addresses

    and Signatures of

    Organizer(s):

    (ifmore than two

    incorporators,please attach

    additionalpages)

 

   NAME

STREET ADDRESS

One Harrah’s Court

  

 

CITY

         Las Vegas

   Signature Brad L. Kerby, Asst. Secretary

                                  STATE

Nevada

  

 

ZIP

89119-4312

               
         Signature   
     NAME

STREET ADDRESS

 

  

CITY

 

   STATE

 

  

ZIP

 

 

7. Certificate of Acceptance of Appointment of Resident Agent:

  

 

I, CSC Services of Nevada, Inc.

  
      hereby accept appointment as Resident Agent for the above named corporation.
     By:    LOGO  

        _____________________________

  
     Signature of Resident Agent    Date 12-18-00        


CONSENT TO USE SIMILAR NAME

I, Dennis Gallagher, Assistant Secretary of Harrah’s Shreveport Management Company, Inc., hereby consent to the use of the name Harrah’s Shreveport Management Company, LLC.

 

HARRAH’S SHREVEPORT

MANAGEMENT COMPANY, INC.

BY:   /s/ Dennis Gallagher
  Dennis Gallagher, Assistant Secretary

 

STATE OF NEVADA

      )
      ) SS.

COUNTY OF CLARK

      )

Sworn to and subscribed before me

this 15 day of December, 2000.

 

/s/ Michelle Gardner

            Notary Public
My Commission Expires:
        10/23/01                                 

 

    

 

OFFICIAL SEAL

OF

    

MICHELLE GARDNER

    

NOTARY PUBLIC

STATE OF NEVADA

 

COUNTY OF CLARK

 


ARTICLES OF MERGER

OF

HARRAH’S SHREVEPORT MANAGEMENT COMPANY, INC.

AND

HARRAH’S SHREVEPORT MANAGEMENT COMPANY, LLC

To the Secretary of State

State of Nevada

Pursuant to the provisions of Chapter 92A, Nevada Revised Statutes, the constituent domestic corporations herein named do hereby submit the following Articles of Merger.

1. Annexed hereto as Exhibit A and made a part hereof is the Plan of Merger for merging Harrah’s Shreveport Management Company, Inc., a business corporation organized under the laws of the State of Nevada, with and into Harrah’s Shreveport Management Company, LLC, a limited liability company organized under the laws of the State of Nevada. The said Plan of Merger has been adopted by the Board of Directors of Harrah’s Shreveport Management Company, Inc. and by the Member of Harrah’s Shreveport Management Company, LLC.

2. The said Plan of Merger was approved by the unanimous written consent of stockholders of Harrah’s Shreveport Management Company, Inc. pursuant to the provisions of Chapter 92A, Nevada Revised Statutes.

3. The said Plan of Merger was approved by the unanimous written consent of the Members of Harrah’s Shreveport Management Company, LLC pursuant to the provisions of Chapter 92A, Nevada Revised Statutes.

4. No amendments to the Articles of Organization of Harrah’s Shreveport Management Company, LLC are effected by the merger provided for herein.

5. The merger provided for herein shall become effective on January 31, 2001.

Signed on this 26 day of January, 2001.

 

HARRAH’S SHREVEPORT     HARRAH’S SHREVEPORT
MANAGEMENT COMPANY, INC.     MANAGEMENT COMPANY, LLC

By:

 

/s/ COLIN V. REED

    By:   HARRAH’S OPERATING
  Colin V. Reed, Executive Vice President       COMPANY, INC., Sole Member

 

By:

 

/s/ DENNIS GALLAGHER

      By:  

/s/ WILLIAM L. BUFFALO

  Dennis Gallagher, Assistant Secretary         William L. Buffalo, Vice President
     
        By:  

/s/ BRAD L. KERBY

          Brad L. Kerby, Assistant Secretary


EXHIBIT A

Plan of Merger adopted for Harrah’s Shreveport Management Company, Inc., a business corporation organized under the laws of the State of Nevada, by resolution of its Board of Directors on January 22, 2001, and adopted for Harrah’s Shreveport Management Company, LLC, a limited liability company organized under the laws of the State of Nevada, by resolution of Members on January 22, 2001.

1. The address of Harrah’ s Shreveport Management Company, Inc. is One Harrah’s Court, Las Vegas, Nevada 89119, its place of organization is the State of Nevada, and its governing law is the Nevada Revised Statutes.

2. The address of Harrah’s Shreveport Management Company, LLC is One Harrah’s Court, Las Vegas, Nevada 89119, its place of organization is the State of Nevada, and its governing law is the Nevada Revised Statutes.

3. Harrah’s Shreveport Management Company, Inc. and Harrah’s Shreveport Management Company, LLC, shall, pursuant to the provisions of the laws of the State of Nevada, be merged with and into a single corporation, to wit, Harrah’s Shreveport Management Company, LLC, which will survive the merger when the merger becomes effective and which is sometimes hereinafter referred to as the “surviving entity”, and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the Nevada Revised Statutes. The separate existence of Harrah’s Shreveport Management Company, Inc. which is sometimes referred to as the “merging entity”, shall cease upon the effective date of the merger pursuant to the provisions of the Nevada Revised Statutes.

4. The Articles of Organization of the surviving entity when the merger becomes effective shall be the Articles of Organization of said surviving entity and said Articles of Organization shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Nevada Revised Statutes.

5. The present Operating Agreement of the surviving entity shall be the Operating Agreement of said surviving entity and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Nevada Revised Statutes.

6. The Member of the surviving entity when the merger becomes effective shall be the Member of the surviving entity.

7. All of the stock held by the sole shareholder of the merging entity when the merger takes effect shall be converted into a one hundred percent membership interest of the surviving entity.

8. The Plan of Merger herein made and adopted shall be submitted to the stockholders of the merging entity and to the Member of the surviving entity for their approval or rejection in the manner prescribed by the provisions of the Nevada Revised Statutes.


9. In the event that the Plan of Merger shall have been fully adopted by the stockholders of the merging entity and the Member of the surviving entity in the manner prescribed by the Nevada Revised Statutes, the merging entity and the surviving entity agree that they will cause to be executed and filed and recorded any document or documents prescribed by the laws of the State of Nevada, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger herein provided.

5. The officers of the merging entity and the Member of the surviving entity are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Agreement of Merger or of the merger herein provided.

The effective time of the Plan of Merger, and the time when the merger therein agreed upon shall become effective, shall be January 31, 2001.