EX-3.225 224 dex3225.htm ARTICLES OF ORGANIZATION OF HCAL, LLC Articles of Organization of HCAL, LLC

Exhibit 3.225

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PLAN OF CONVERSION OF HCAL CORPORATION

Plan of Conversion adopted for HCAL Corporation, a business corporation organized under the laws of the State of Nevada on February 2, 1994:

1. The name and address of the constituent entity is HCAL Corporation, One Harrah’s Court, Las Vegas, Nevada 89119, and it is governed by the laws of the State of Nevada

2. The name and address of the proposed resulting entity is HCAL, LLC, One Harrah’s Court, Las Vegas, Nevada 89119, and it will be governed by the laws of the State of Nevada.

3. HCAL Corporation shall, pursuant to the provisions of the laws of the State of Nevada, be converted to a limited liability company, to wit, HCAL, LLC, which shall be the resulting entity and which shall continue to exist as said resulting entity under the name “HCAL, LLC” pursuant to the provisions of the Nevada Revised Statutes. The separate existence of HCAL Corporation, which is sometimes referred to as the “constituent entity”, shall cease upon the effective date of the conversion pursuant to the provisions of the Nevada Revised Statutes.

4. The Articles of Organization of the resulting entity when the conversion becomes effective shall be the Articles of Organization of said resulting 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 Member of the resulting entity when the conversion becomes effective shall be the Member of the resulting entity.

6. At the effective time of the conversion and without any action on the part of the constituent entity or the resulting entity, each share of capital stock of the constituent entity shall be cancelled and retired and cease to exist and no consideration shall be delivered in exchange therefore.

7. The officers of the constituent 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 Plan of Conversion or of the conversion herein provided.

The effective time of the Plan of Conversion, and the time when the conversion therein agreed upon shall become effective, shall be December 31, 2004.


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