EX-3.18 26 dex318.txt ARTICLES OF ORGANIZATION OF HOUMA TRUCK PLAZA Exhibit 3.18 STATE OF LOUISIANA PARISH OF LIVINGSTON ARTICLES OF ORGANIZATION OF HOUMA TRUCK PLAZA & CASINO, L.L.C. BE IT KNOWN, that on the 10th day of June, 1999, before me, Jay J. Harris, notary public, duly commissioned and qualified in and for the aforesaid parish and state, and in the presence of the undersigned competent witnesses, personally came and appeared Cathy M. Ellis and Deborah M. Bond, who, acting under the authority of Louisiana's Limited Liability Company Law, R.S. 12:1301 et seq., do hereby organize and constitute themselves into a Limited Liability Company, for the objects and purposes and under the conditions and agreements of the following Articles of Organization: I. NAME The name of this limited liability company is Houma Truck Plaza & Casino, L.L.C., referred to hereinafter as "the company." II. PURPOSE The company's purpose is to engage in any lawful business activities for which limited liability companies organized under Chapter 22 of Title 12 of the Louisiana Revised Statutes (R.S. 12:1301 et seq.) may engage. III. MANAGEMENT The company shall be managed by its sole member, Claude M. Penn, Jr. IV. RESTRICTIONS Other than those restrictions imposed by law, there shall be no restrictions on the authority of the company's manager to bind the company. V. LIABILITY WAIVER AND INDEMNIFICATION No member shall have any personal liability for monetary damages for breach of any duty as set forth in R.S. 12:1314, or any activities performed in connection with the management of the company. Further, each member shall be fully indemnified by the company for any judgments, settlements, penalties, fines or expenses incurred because of membership in the company. It is the intention of this provision to afford members of the company the most complete relief from liability and the most indemnification permitted by law, and particularly afforded by R.S. 12:1315. VI. OPERATING AGREEMENT The company's operating agreement, if any, shall provide for the company's status and operations, including questions of management, management rights, finances, distributions, assignments of membership interests, dissolution and other operational matters. VII. NO OPERATING AGREEMENT; STATUTORY APPLICATION In the absence of a written operating agreement, all questions concerning the company's status and operations, including questions of management and management rights, finance, distributions, assignment of membership interests and dissolution shall, unless otherwise provided, be governed by the laws of the State of Louisiana and particularly Title 12, Section 1301 et seq. of the Revised Statutes of Louisiana. VIII. MISCELLANEOUS Unless and until amendment of these Articles by proper juridical act properly filed in the office of the Louisiana Secretary of State, any person dealing with the company may rely upon a certificate of Claude M. Penn, Jr., acting alone, to: (1) establish the membership of any member of the company, (2) establish the authenticity of any records of the company, or (3) establish the authority of any person to act on behalf of the company, including but not limited to the authority to take actions referred to in Louisiana Revised Statutes Title 12, Section 1318(B), which actions include: a. The dissolution and winding up of the company; b. The sale, exchange, lease, mortgage, pledge, or other transfers of all or substantially all of the assets of the company; c. The merger or consolidation of the company; d. The incurrence of indebtedness by the company other than in the ordinary course of its business; e. The alienation, lease or encumbrance of any immovable of the company; and f. An amendment to the articles of organization. THUS DONE AND SIGNED on the day and date set forth above at the City of Denham Springs, Parish of Livingston, State of Louisiana, the parties hereto having affixed their signatures, together with me, Notary, and the undersigned competent witnesses, after due reading of the whole. WITNESSES: APPEARERS: /s/ Illegible /s/ Cathy M. Ellis ------------------------------------ ----------------------------------- CATHY M. ELLIS /s/ Illegible /s/ Deborah M. Bond ------------------------------------ ----------------------------------- DEBORAH M. BOND /s/ Jay J. Harris --------------------------------------- JAY J. HARRIS, Notary Public LIMITED LIABILITY COMPANY INITIAL REPORT (R.S.12:1305 (e)) 1. The name of this limited liability company is: Houma Truck Plaza & Casino, L.L.C. 2. The location and municipal address, not a post office box only, of this limited liability company's registered office: 1406 S. Range Avenue Suite 2 Denham Springs, LA 70726 3. The full name and municipal address, not a post office box only, of each of this limited liability company's registered agent(s) is/are: Jay J. Harris 1406 S. Range Ave., Ste 2, Denham Springs, LA 70726 4. The names and municipal addresses, not a post office box only, of the first managers: Claude M. Penn, Jr. 35059 Bend Road Denham Springs, LA 70706 To be signed by each person who signed the articles of organization: /s/ Cathy M. Ellis --------------------------------- CATHY M. ELLIS /s/ Deborah M. Bond --------------------------------- DEBORAH M. BOND AGENT'S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE I hereby acknowledge and accept the appointment of registered agent for and on behalf of Houma Truck Plaza & Casino, L.L.C. Registered agent(s) signature(s): /s/ Jay J. Harris --------------------------------- JAY J. HARRIS Sworn to and subscribed before me this 10th day of July, 1999 /s/ Charlotte A. Pugh --------------------------------- CHARLOTTE A. PUGH, Notary Public --------------------------------------------------------------------------------------- W. Fox McKeithen NOTICE OF CHANGE OF REGISTERED OFFICE Secretary of State AND/OR CHANGE OF REGISTERED AGENT [GRAPHIC] (R.S. 12:1308) ------------------------------------------------------------------ Domestic Limited Return to: Corporations Division Liability Company P.O. Box 94125 Enclose $20.00 filing fee Baton Rouge, LA 70804-9125 Make remittance payable to Phone (504)925-4704 Secretary of State Do not send cash ---------------------------------------------------------------------------------------
Limited Liability Company Name: Houma Truck Plaza & Casino, L.L.C. CHANGE OF LOCATION OF REGISTERED OFFICE Notice is hereby given that the above named limited liability company has authorized a change in the location of its registered office, in accordance with the articles of organization or operating agreement. The new registered office is located at: ----------------------------------------------------------------- -------------------------------------------------------------------------------- ----------------------------------------- To be signed by a manager or member CHANGE OF REGISTERED AGENT(S) Notice is hereby given that the above named limited liability company has authorized the change of its registered agent(s), in accordance with the articles of organization or operating agreement. The name(s) and address(es) of the new registered agent(s) is/are as follows: Ian M. Stewart 1003 S. Hugh Wallis, Suite D LaFayette, LA 70508 /s/ Ian M. Stewart -------------------------------------- To be signed by a manager or member Ian M. Stewart, President/Manager AGENT AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named limited liability company. -------------------------------------- /s/ Ian M. Stewart -------------------------------------- Registered Agent(s) State of Virginia County of New Kent: Ian M. Stewart Sworn to and subscribed before me this 14th day of February, 2001 /s/ Illegible -------------------------------------- Notary My Commission Expires: August 31, 2004 -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- W. Fox McKeithen NOTICE OF CHANGE OF REGISTERED OFFICE Secretary of State AND/OR CHANGE OF REGISTERED AGENT [GRAPHIC] (R.S. 12:1308) ---------------------------------------------------------------------- Domestic Limited Return to: Commercial Division Liability Company P.O. Box 94125 Enclose $20.00 filing fee Baton Rouge, LA 70804-9125 Make remittance payable to Phone (225) 925-4704 Secretary of State Web Site: www.sec.state.la.us Do Not Send Cash -------------------------------------------------------------------------------------------
Limited Liability Company Name: Houma Truck Plaza & Casino, LLC CHANGE OF LOCATION OF REGISTERED OFFICE Notice is hereby given that the above named limited liability company has authorized a change in the location of its registered office, in accordance with the articles of organization or operating agreement. The new registered office is located at: 1003 S. Hugh Wallis, Suite D, Lafayette, LA 70508 /s/ Reid M. Smith 03/08/01 ---------------------------------------------------- To be signed by a manager or member Date CHANGE OF REGISTERED AGENT(S) Notice is hereby given that the above named limited liability company has authorized the change of its registerd agents(s), in accordance with the articles of organization or operating agreement. The name(s) and address(es) of the new registered agent(s) is/are as follows: ------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ---------------------------------------------------- To be signed by a manager or member Date AGENT AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named limited liability company. ---------------------------------------------------- ---------------------------------------------------- Registered Agents(s) Sworn to and subscribed before me, the undersigned Notary Public, on this date: ---------------- ----------------------------- Notary -------------------------------------------------------------------------------- Houma Truck Plaza & Casino, L.L.C. 1003 S. Hugh Wallis Suite D Lafayette, Louisiana 70508 March 7, 2001 Secretary of State CORPORATIONS DIVISION Post Office Box 94125 Baton Rouge, Louisiana 70804-9125 RE: Houma Truck Plaza & Casino, L.L.C. Change in Members Change in Managing Agents Charter No.: 34802608K To Whom It May Concern: Please allow this letter to serve as notification of a change in the members and managing agents of the Louisiana Limited Liability Company set forth above. The following member and manager has resigned from the limited liability -------- company. As such, please amend your files to reflect his resignation. Claude M. Penn, Jr. Additionally, the following individuals have become members of the limited liability company. As such, please amend your files to reflect these new members. Jeffrey P. Jacobs Richard E. Jacobs Finally, the following individuals have been designated as managing agents of the limited liability company. As such, please amend your files to reflect their designation. Ian M. Stewart Reid M. Smith Thank you very much for your assistance with this matter. Very truly yours, /s/ Reid M. Smith ----------------------------------------------- Reid M. Smith Managing Agent CHRISTOPHER G. YOUNG A Professional Law Corporation Suite 2A-210 701 Metairie Road Metairie, Louisiana 70005 Telephone (504) 828-6900 Facsimile (504) 831-9930 March 13, 2001 VIA FACSIMILE TRANSMISSION -------------------------- (225) 922-0435 ATTN: Ms. Yvonne CORPORATIONS DIVISION Secretary of State Baton Rouge, Louisiana RE: Houma Truck Plaza & Casino, L.L.C. Charter No.: 34802608K Winner's Choice Casino, Inc. Charter No.: 34434718D Dear Ms. Yvonne In accordance with our telephone discussion earlier today, following you will find the addresses of the new members and managing agents of the limited liability company set forth above: Name Address Position ---- ------- -------- Jeffrey P. Jacobs 1001 N. U.S. Highway One #170 Member Jupiter, Florida 33477 Richard E. Jacobs 12700 Lake Road Member Lakewood, Ohio 44107 Ian M. Stewart 9258 Hunt Club Lane Managing Agent Mechanicsville, Virginia 23111 Reid M. Smith 5313 Golf Villa Managing Agent Glenn Allen Virginia 23059 Page Two ATTN: Ms. Yvonne March 13, 2001 Also enclosed find a copy of corporate of documents of Winner's Choice Casino, Inc., a Louisiana Business Corporation, which were filed with your office at the same time the Houma Truck Plaza & Casino, LLC documents were submitted. Would you kindly provide the same addresses to the appropriate person in your office? Should you need any additional information, please do not hesitate to contact me. Thank you very much for your assistant Very truly yours, /s/ Christopher G. Young -------------------------- Christopher G. Young CGY/ted Documents Included