EX-3.94 95 dex394.htm ARTICLES OF INCORPORATION OF BALLY'S TUNICA, INC. Articles of Incorporation of Bally's Tunica, Inc.

Exhibit 3.94

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Exhibit A

 

1. PREEMPTIVE RIGHTS

Each shareholder shall have preemptive rights to purchase any shares of any class of stock of the corporation hereafter issued or any securities exchangeable for or convertible into any such shares or any warrants or other instruments evidencing rights or options to subscribe for, purchase, or otherwise acquire any such shares. Any shares, securities, warrants or other instruments offered to shareholders of the corporation under their preemptive rights shall be offered to those shareholders in proportion to their holdings of stock of the corporation. Any shares, securities, warrants or other instruments offered to the shareholders under their preemptive rights and not purchased by any shareholder shall again be offered to those shareholders who have exercised their preemptive rights, in proportion to their stock ownership of the corporation. If the shareholders do not exercise their preemptive rights, the corporation may sell any such shares, securities, warrants or other instruments still unsold in any other manner permitted by these Articles of Incorporation and applicable Federal and State laws.

The provisions regarding preemptive rights set forth in these Articles of Incorporation are expressly intended to supersede the principles regarding preemptive rights set forth in §79-4-6.30(b) of the Mississippi Code of 1972, as amended.

 

2. RIGHTS OF SHAREHOLDERS TO AMEND BYLAWS

In accordance with the provisions of §79-4-10.20 of the Mississippi Code of 1972, as amended, the power to amend or repeal the corporation’s bylaws is reserved exclusively to the shareholders of the corporation. The bylaws of the corporation shall be altered, amended or repealed only upon the vote of the holders of at least two-thirds ( 2/3) of the outstanding shares of the corporation’s stock.

 

3. ELIMINATION OF CUMULATIVE VOTING

The shareholders of the corporation shall have no right to cumulate their votes for directors.

 

4. INDEMNIFICATION

The corporation shall indemnify its directors, officers, employees and agents to the extent set forth in §79-4-8.52 of the Mississippi Code of 1972, as amended (“Code”).


The corporation shall have the authority, but shall not be obligated, to further indemnify its directors, officers, employees and agents to the extent permitted by the Code, including §79-4-8.58 thereof.

The corporation shall have the authority to purchase and maintain insurance on behalf of any individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee or agent, whether or not the corporation would have the power to indemnify him against the same liability pursuant to the provisions of the Code.

As used herein, the term “director” shall have the meaning ascribed to such term in §79-4-8.50(2) of the Code.


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2. The name of the corporation is Bally Tunica, Inc.


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2. The name of the corporation is “Bally’s Tunica, Inc.”