EX-3.14(A) 20 d46094a1exv3w14xay.htm AMENDED AND RESTATED ARTICLES OF ORGANIZATION exv3w14xay
 

Exhibit 3.14(a)
CERTIFICATE OF
AMENDED AND RESTATED
ARTICLES OF ORGANIZATION
OF
COLUMBIA PROPERTIES TAHOE, LLC
     William J. Yung, pursuant to and by virtue of Chapter 86 of the Nevada Revised Statutes, hereby certifies that:
     (i) He is the President of Wimar Tahoe Corporation (“Wimar”), which is the sole member of Columbia Properties Tahoe, LLC, a Nevada limited liability company (the “Company”);
     (ii) The Articles of Organization of the Company were filed with the Nevada Secretary of State on April 19, 2005;
     (iii) In order to comply with the Nevada Gaming Act, the Articles of Organization of the Company shall be amended and restated in their entirety as follows by substituting Article VI as below for Article VI as contained in the original articles, and adding new Article VII:
“AMENDED AND RESTATED
ARTICLES OF ORGANIZATION
OF
COLUMBIA PROPERTIES TAHOE, LLC
ARTICLE I
NAME
     Section 1.1. The name of the Company is Columbia Properties Tahoe, LLC.
ARTICLE II
TERM
     Section 2.1. Unless earlier dissolved in accordance with the laws of the State of Nevada, the Company shall have perpetual existence.

 


 

ARTICLE III
RESIDENT AGENT AND REGISTERED OFFICE
     Section 3.1. The name of the initial resident agent and the initial address of the registered office where process may be served in the State of Nevada is The Corporation Trust Company of Nevada. The Company may, from time to time, in the manner provided by the laws of the State of Nevada, change the resident agent and the registered office within the State of Nevada.
ARTICLE IV
ORGANIZER
     Section 4.1. The name and address of the organizer signing these Articles of Organization is:
     
Name   Address
 
   
Tedd H. Friedman
  255 E. Fifth Street, Ste. 2400
Cincinnati, OH 45202
ARTICLE V
MANAGEMENT
     Section 5.1. Management by Member. The management of the Company is reserved to the Member.
     Section 5.2. Name and Address of Member. The name and address of the Member of the Company is:
     
Name   Address
 
   
Wimar Tahoe Corporation
  207 Grandview Drive
Fort Mitchell KY 41047
     Section 5.3. Rights of the Member. The Member shall have the right to contract debts on behalf of the Company and to execute, acknowledge and deliver instruments and documents providing for the acquisition, mortgage, encumbrance, or disposition of real and personal property, and do all acts in the name of and on behalf of the Company.
ARTICLE VI
GAMING PURPOSE
     Section 6.1. The character and general nature of the business to be conducted by the Company shall include the operation of the casino and hotel currently known as Caesar’s Tahoe Hotel & Casino in Stateline, Nevada.

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ARTICLE VII
GAMING RESTRICTION
     Section 7.1. Notwithstanding anything to the contrary expressed or implied in these articles, the sale, assignment, transfer, pledge or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (“Commission”). If at any time the Commission finds that a member who owns an interest is unsuitable to hold that interest, the Commission shall immediately notify the Company of that fact. The Company shall, within 10 days from the date that it receives notice from the Commission, return to the unsuitable member the amount of his capital account as reflected on the books of the Company. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to the preceding sentence, upon the Company, it is unlawful for the unsuitable member: (a) To receive 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 as required above; (b) To exercise directly or through a trustee or nominee, any voting right conferred by such interest; (c) To participate in the management of the business and affairs of the Company; or (d) To receive any remuneration in any form from the Company, 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, at which time the Company shall within 10 days, after the Company receives notice from the Commission, return to the member in cash, the amount of his capital account as reflected on the books of the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.
ARTICLE VIII
PRINCIPAL PLACE OF BUSINESS
     Section 8.1. The Company shall be authorized to maintain its principal place of business in any of the states of the United States of America, the District of Columbia, the territories of the United States and any foreign country, to the extent permitted by the laws of such jurisdiction.
ARTICLE IX
INDEMNIFICATION AND PAYMENT OF EXPENSES
     Section 9.1. 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 its operating agreement or by any other agreement, the expenses of the member, or any of the member’s stockholders, directors, officers, employees or agents, incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such member, or any of the member’s stockholders, directors, officers, employees or agents, in his or its capacity as such and acting on behalf of the Company, must be paid by the Company, or through insurance purchased and maintained by the Company or the member, or through other financial arrangements made by the Company or the member 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 member to repay the

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amount if it is ultimately determined by a court of competent jurisdiction that he or it is not entitled to be indemnified by the Company.
     Section 9.2. Repeal, Modification and Conflicts. Any repeal or modification of Section 9.1 approved by the member or members of the Company shall be prospective only. In the event of any conflict between Section 9.1 and any other article of the Company’s articles of organization, the terms and provisions of Section 9.1 shall control.”
     (iv). The foregoing Amended and Restated Articles of Organization have been duly approved by Wimar as the sole the member of the Company.
DATED this 29th day of April, 2005.
         
  WIMAR TAHOE CORPORATION
 
 
  By:   /s/ William J. Yung    
    William J. Yung   
    President   
 
STATE OF KENTUCKY
COUNTY OF KENTON
This instrument was acknowledged before me on this 29th day of April, 2005 by William J. Yung as President of Wimar Tahoe Corporation.
         
     
  /s/ MICHELLE STALLMEYER    
  MICHELLE STALLMEYER   
  Notary Public, Kentucky State at Large
My Commission Expires Oct 24, 2008 
 
 

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