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FILED ARTICLES OF INCORPORATION
IN THE OFFICE OF THE OF
SECRETARY OF STATE OF THE
STATE OF NEVADA LAS VEGAS GAMING, INC.
APR 28 1998
No C9719-98
DEAN HELLER SECRETARY OF STATE
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, being at least eighteen (18) years of age and
acting as the incorporator of the
Corporation hereby being formed under and pursuant to the laws of the State
of Nevada, does hereby certify that:
Article I - NAME
The exact name of this corporation is:
LAS VEGAS GAMING, INC.
Article II- REGISTERED OFFICE AND RESIDENT AGENT
The registered office and place of business in the State of
Nevada of this corporation shall be located at 1850 E. Flamingo
Rd., Suite 111, Las Vegas, Nevada. The resident agent of the
corporation is DONALD J. STOECKLEIN, whose address is 1850 E.
Flamingo Rd., Suite 111, Las Vegas, Nevada 89119.
Article III - DURATION
The Corporation shall have perpetual existence.
Article IV - PURPOSES
The purpose, object and nature of the business for which this
corporation is organized are:
(a) To engage in any lawful activity, (b) To carry on such
business as may be necessary, convenient, or desirable to accomplish
the above purposes, and to do all other
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things incidental thereto which are not forbidden by law or by these
Articles of Incorporation.
Article V - POWERS
This Corporation is formed pursuant to Chapter 78 of the Nevada
Revised Statutes. The powers of the Corporation shall be those
powers granted by 78.060 and 78.070 of the Nevada Revised Statutes
under which this corporation is formed. In addition, the corporation
shall have the following specific powers:
(a) To elect or appoint officers and agents of the corporation
and to fix their compensation; (b) To act as an agent for any individual,
association, partnership, corporation or other legal entity; (c) To
receive, acquire, hold, exercise rights arising out of the ownership-or
possession thereof, sell, or otherwise dispose of, shares or other
interests in, or obligations of, individuals, association, partnerships,
corporations, or governments; (d) To receive, acquire, hold, pledge,
transfer, or otherwise dispose of shares of the corporation, but such
shares may only be purchased, directly or indirectly, out of earned
surplus; (e) To make gifts or contributions for the public welfare
or for charitable, scientific or educational purposes.
Article VI - CAPITAL STOCK
Section 1. Authorized Shares. The total number of shares which
this corporation is authorized to issue is 25,000,000 shares of Common
Stock of $.001 par value.
Section 2. Voting Rights of Stockholders. Each holder of the
Common Stock shall be entitled to one vote for each share of stock
standing in his name on the books of the corporation.
Section 3. Consideration for Shares. The Common Stock shall be
issued for such
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consideration, as shall be fixed from time to time by the Board of
Directors. In the absence of fraud, the judgment of the Directors as
to the value of any property or services received in full or partial
payment for shares shall be conclusive. When shares are issued upon
payment of the consideration fixed by the Board of Directors, such
shares shall be taken to be fully paid stock and shall be non-assessable.
The Articles shall not be amended in this particular.
Section 4. Stock Rights and Options. The corporation shall have
the power to create and issue rights, warrants, or options entitling
the holders thereof to purchase from the corporation any shares of
its capital stock of any class or classes, upon such terms and
conditions and at such times and prices as the Board of Directors
may provide, which terms and conditions shall be incorporated in
an instrument or instruments evidencing such rights. In the absence
of fraud, the judgment of the Directors as to the adequacy of
consideration for the issuance of such rights or options and the
sufficiency thereof shall be conclusive.
Article VII - MANAGEMENT
For the management of the business, and for the conduct of the affairs
of the corporation, and for the future definition, limitation, and
regulation of the powers of the corporation and its directors and
stockholders, it is further provided:
Section 1. Size of Board. The initial number of the Board of
Directors shall be three (3). Thereafter, the number of directors
shall be as specified in the Bylaws of the corporation, and such
number may from time to time be increased or decreased in such
manner as prescribed by the Bylaws. Directors need not be
stockholders.
Section 2. Powers of Board. In furtherance and not in limitation
of the powers conferred by the laws of the State of Nevada, the
Board of Directors is expressly authorized
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and empowered:
(a) To make, alter, amend, and repeal the Bylaws subject to the power
of the stockholders to alter or repeal the Bylaws made by the Board of
Directors;
(b) Subject to the applicable provisions of the Bylaws then in effect,
to determine, from time to time, whether and to what extent, and at what
times and places, and under what conditions and regulations, the accounts
and books of the corporation, or any of them, shall be open to stockholder
inspection. No stockholder shall have any right to inspect any of the
accounts, books or documents of the corporation, except as permitted by
law, unless and until authorized to do so by resolution of the Board of
Directors or of the stockholders of the Corporation;
(c) To authorize and issue, without stockholder consent, obligations
of the Corporation, secured and unsecured, under such terms and
conditions as the Board, in its sole discretion, may determine, and to
pledge or mortgage, as security therefore, any real or personal property
of the corporation, including after-acquired property;
(d) To determine whether any and, if so, what part of the earned
surplus of the corporation shall be paid in dividends to the
stockholders, and to direct and determine other use and disposition
of any such earned surplus;
(e) To fix, from time to time, the amount of the profits of the
corporation to be reserved as working capital or for any other lawful
purpose;
(f) To establish bonus, profit-sharing, stock option, or other types
of incentive compensation plans for the employees, including officers
and directors, of the corporation, and to fix the amount of profits
to be shared or distributed, and to determine the persons to participate
in any such plans and the amount of their respective participations.
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(g) To designate, by resolution or resolutions passed by a majority of
the whole Board, one or more committees, each consisting of two or more
directors, which, to the extent permitted by law and authorized by the
resolution or the Bylaws, shall have and may exercise the powers of the
Board;
(h) To provide for the reasonable compensation of its own members by
Bylaw, and to fix the terms and conditions upon which such compensation
will be paid;
(i) In addition to the powers and authority hereinbefore, or by
statute, expressly conferred upon it, the Board of Directors may
exercise all such powers and do all such acts and things as may be
exercised or done by the corporation, subject, nevertheless, to the
provisions of the laws of the State of Nevada, of these Articles of
Incorporation, and of the Bylaws of the corporation.
Section 3. Interested Directors. No contract or transaction between
this corporation and any of its directors, or between this corporation
and any other corporation, firm, association, or other legal entity
shall be invalidated by reason of the fact that the director of the
corporation has a direct or indirect interest, pecuniary or otherwise,
in such corporation, firm, association, or legal entity, or because the
interested director was present at the meeting of the Board of Directors
which acted upon or in reference to such contract or transaction, or
because he participated in such action, provided that: (1) the interest
of each such director shall have been disclosed to or known by the Board
and a disinterested majority of the Board shall have, nonetheless,
ratified and approved such contract or transaction (such interested
director or directors may be counted in determining whether a quorum
is present for the meeting at which such ratification or approval is
given); or (2) the conditions of N.R.S. 78.140 are met.
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Section 4. Names and Addresses. The name and post office address of
the first Board of Directors which shall consist of three (3) persons
who shall hold office until their successors are duly elected and
qualified, are as follows:
NAME ADDRESS
MARK VALENTI 1616 Sun Ridge Drive
Las Vegas, Nevada 89117
KENNETH MAUL 1616 Sun Ridge Drive
Las Vegas, Nevada 89117
RUSSELL ROTH 1616 Sun Ridge Drive
Las Vegas, Nevada 89117
Article VIII - PLACE OF MEETING; CORPORATE BOOKS
Subject to the laws of the State of Nevada, the stockholders and the
directors shall have power to hold their meetings, and the directors
shall have power to have an office or offices and to maintain the books
of the Corporation outside the State of Nevada, at such place or places
as may from time to time be designated in the Bylaws or by appropriate
resolution.
Article IX - AMENDMENT OF ARTICLES
The provisions of these Articles of Incorporation may be amended,
altered or repealed from time to time to the extent and in the manner
prescribed by the laws of the State of Nevada, and additional provisions
authorized by such laws as are then in force may be added. All rights
herein conferred on the directors, officers and stockholders are granted
subject to this reservation.
Article X - INCORPORATOR
The name and address of the incorporator signing these Articles of
Incorporation are as follows:
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NAME POST OFFICE ADDRESS
KENNETH MAUL 1616 Sun Ridge Drive
Las Vegas, Nevada 89117
Article XI - LIMITED LIABILITY OF OFFICERS AND DIRECTORS
Except as hereinafter provided, the officers and directors of the
corporation shall not be personally liable to the corporation or
its stockholders for damages for breach of fiduciary duty as a
director or officer. This limitation on personal liability shall
not apply to acts or omissions which involve intentional misconduct,
fraud, knowing violation of law, or unlawful distributions prohibited
by Nevada Revised Statutes Section 78.300.
IN WITNESS WHEREOF, the undersigned incorporator has executed
these Articles of Incorporation this 28th day of April, 1998.
/s/ Kenneth Maul
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KENNETH MAUL
STATE OF NEVADA )
) ss:
COUNTY OF CLARK )
On April 28, 1998, personally appeared before me, a Notary Public,
KENNETH MAUL, who acknowledged to me that he executed the foregoing
Articles of Incorporation.
/s/ Debra K. Amigone
___________________________________
NOTARY PUBLIC
NOTARY PUBLIC
STATE OF NEVADA
County of Clark
DEBRA K AMIGONE
MY Appointment Expires N0V. 3, 2001
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