<PAGE>   1
                           ARTICLES OF INCORPORATION
                                       OF
                        FITZGERALDS BLACK HAWK II, INC.


     The undersigned, an individual, does hereby act as incorporator in
adopting the following Articles of Incorporation for the purpose of organizing
a business corporation, pursuant to the provisions of the Colorado Business
Corporation Act.

     FIRST:    The corporate name for the corporation (hereinafter called the
"corporation") is FITZGERALDS BLACK HAWK II, INC.

     SECOND:   The number of shares which the corporation is authorized to
issue is two million five hundred thousand (2,500,000), all of which are of a
par value of $.01 each and are of the same class and are Common shares.

     THIRD:    The street address of the initial registered office of the
corporation in the State of Colorado is 1560 Broadway, Denver, Colorado 80202.

     The name of the initial resident agent of the corporation at said
registered office is Corporation Service Company.

     FOURTH:   The address of the corporation's initial principal office is 101
Main Street, Black Hawk, Colorado 80422.

     FIFTH:    The name and address of the incorporator is:

<TABLE>
<CAPTION>
            Name                          Address
---------------------------   -------------------------------
<S>                           <C>
Zarvart A. Karaccusian        350 S. Grand Avenue, 36th Floor
                              Los Angeles, California 90071
</TABLE>
<PAGE>   2
     SIXTH:    The purposes for which the corporation is organized, which shall
include the authority of the corporation to engage in any lawful business, are
as follows:

          To have all the general powers granted to corporations organized under
          the Colorado Business Corporation Act, whether granted by specific
          statutory authority or by construction of law.

     SEVENTH:  No holder of any of the shares of any class of the corporation
shall be entitled as of right to subscribe for, purchase, or otherwise acquire
any shares of any class of the corporation which the corporation proposes to
issue or any rights or options which the corporation proposes to grant for the
purchase of shares of any class of the corporation or for the purchase of any
shares, bonds, securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights to subscribe
for, purchase, or otherwise acquire shares of any class of the corporation; and
any and all of such shares, bonds, securities, or obligations of the
corporation, whether now or hereafter authorized or created, may be issued, or
may be reissued if the same have been reacquired and if their reissue is not
prohibited, and any and all of such rights and options may be granted by the
Board of Directors to such individuals and entities, and for such lawful
consideration, and on such terms, as the Board of Directors to such individuals
and entities, and for such lawful consideration, and on such terms, as the
Board of Directors in its discretion may determine, without first offering the
same, or any thereof, to any said holder.

     EIGHTH:   The corporation shall, to the fullest extent permitted by the
provisions of the Colorado Business Corporation Act, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by


                                      -2-
<PAGE>   3
said provisions, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaws, vote of shareholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administration of such a person.

     NINTH: The personal liability of the directors of the corporation is
eliminated to the fullest extent permitted by the provisions of the Colorado
Business Corporation Act, as the same may be amended and supplemented.

     TENTH: The duration of the corporation shall be perpetual.

     ELEVENTH: Cumulative voting is not desired in the election of directors.

Signed on July 30, 1997

                                     /s/ ZARVART A. KARACCUSIAN
                                     ----------------------------------------
                                         Zarvart A. Karaccusian, Incorporator


               CONSENT OF INITIAL REGISTERED AGENT TO APPOINTMENT
               --------------------------------------------------

     The undersigned person hereby consents to appointments as the initial
registered agent of the corporation named in Article FIRST of the annexed
Articles of Incorporation.

                              Corporation Service Company


                              By:        [SIG]
                                  ----------------------------
                                  Authorized Signature



                                      -3-
<PAGE>   4

         STATE OF COLORADO
        DEPARTMENT OF STATE

I hereby certify that this is a true and
complete copy of the document filed in
this office and admitted to record in
File    971121877
--------------------------------------

--------------------------------------                 [SEAL]
    DATED Dec 22 1997

              [SIG]
--------------------------------------
       Secretary of State

By            [SIG]
--------------------------------------
<PAGE>   5


                                     BYLAWS
                                       OF
                        FITZGERALDS BLACK HAWK II, INC.

                              ARTICLE I - Offices

        1.1     Principal Office. The principle offices of the corporation shall
initially be at 101 Main Street, Black Hawk, Colorado 80422, but the board of
directors, in its discretion, may keep and maintain offices wherever the
business of the corporation may require.

        1.2     Registered Office and Agent. the corporation shall have and
continuously maintain a registered office, which may be the same as its
principal office in the State of Colorado, and a registered agent whose business
office is identical with such registered office. The initial registered office
and the initial registered agent are specified in the Articles of Incorporation.
the corporation may change its registered office or change its registered agent,
or both, upon filing a statement as specified by law in the office of the
Secretary of State of Colorado.

                     ARTICLE II - Meetings of Shareholders

        2.1     Time and Place. Any meeting of the shareholders may be held at
such time and place, within or outside of the State of Colorado, as may be fixed
by the board of directors or as shall be specified in the notice of the meeting
or waiver of notice of the meeting.

        2.2     Annual Meeting. The annual meeting of the shareholders shall be
held at the principal offices of the corporation on the 1st day of August of
each year, beginning in the year 1998, or at such other place or date as the
board of directors may determine.

        2.3     Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, may be called by the president, the board of directors, or
the holders of not less than one tenth of all of the shares entitled to vote at
the meeting.

        2.4     Record Date. For the purpose of determining shareholders
entitled to notice of, or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose, the board
of directors may fix in advance a date as the record date for any such
determination of shareholders. The record date may not be fixed more than fifty
and, in the case of a meeting of the shareholders, not less than ten days before
the date of the proposed action, except when it is proposed that the authorized
shares be increased in which case the record date shall be set no less than
thirty days before the date of such action.


<PAGE>   6
     2.5  Voting List. At least ten days before each meeting of shareholders,
the secretary of the corporation shall made a complete list of the shareholders
entitled to vote at such meeting, or any adjournment of such meeting, which
list shall be arranged in alphabetical order and shall contain the address of
and number of shares held by each shareholder. This list shall be kept on file
at the principal office of the corporation for a period of ten days prior to
such meeting, shall be produced and kept open at the meeting, and shall be
subject to inspection by any shareholder for any purpose germane to the meeting
during usual business hours of the corporation and during the whole time of the
meeting.

     2.6  Notices. Written notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten nor more than fifty
days before the date of the meeting unless it is proposed that the authorized
shares be increased in which case at least thirty days notice shall be given.
Notice shall be given either personally or by mail, by or at the direction of
the president, the secretary, or the officer or person calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail, postage prepaid, addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation. If delivered
personally, such notice shall be deemed to be delivered when handed to the
shareholder or deposited at his address as it appears on the stock transfer
books of the corporation.

     2.7  Quorum. Except as otherwise provided by law, a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of the shareholders. If a quorum shall not be present or
represented, the shareholders present in person or by proxy may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, for a period not to exceed sixty days at any one adjournment, until
the number of shares required for a quorum shall be present. At any such
adjourned meeting at which a quorum is represented, any business may be
transacted which might have been transacted at the meeting originally called.
The shareholders present or represented at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of a number of shareholders resulting in less than a quorum.

     2.8  Voting. Except as otherwise provided by law, all matters shall be
decided by a vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter. Each outstanding share shall be
entitled to one vote on such matters submitted to a vote of the shareholders. A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. Such proxy shall be
filed with the secretary of the corporation before or at



                                       2
<PAGE>   7
the time of the meeting. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided by the proxy. Voting shall
be oral, except as otherwise provided by law, but shall be by written ballot if
such written vote is demanded by any shareholder present in person or by proxy
and entitled to vote.

     2.9  Waiver.  Whenever the law or these by-laws require a notice of a
meeting to be given, a written waiver of notice signed by a shareholder
entitled to notice, whether before, at, or after the time stated in the notice,
shall be equivalent to the giving of notice. Attendance of a shareholder in
person or by proxy at a meeting constitutes a waiver of notice of a meeting,
except where a shareholder attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened.

     2.10  Action by Shareholders Without a Meeting.  Any action required to or
which may be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to such action.
Such consent may be executed in counterparts and shall be effective as of the
date of the last signature thereon.

                            ARTICLE III - Directors

     3.1  Authority of Board of Directors.  The business and affairs of the
corporation shall be managed by a board of directors which shall exercise all
the powers of the corporation, except as otherwise provided by Colorado law
or the articles of incorporation of the corporation.

     3.2  Number.  The Board of Directors of the Corporation shall consist of
two (2) members. The number of directors may be increased or decreased by
amendment to these Bylaws, subject to limits in the Articles of Incorporation.
At each annual meeting of shareholders, the shareholders shall elect directors
to hold office until the next succeeding annual meeting. A director shall hold
office for the term elected, and until a successor shall be elected and
qualified.

     3.3  Qualification.  Directors shall be natural persons at the age of
eighteen years or older, but need not be residents of the State of Colorado or
shareholders of the corporation.

     3.4  Election.  The board of directors shall be elected at the annual
meeting of the shareholders or at a special meeting called for that purpose.


                                       3
<PAGE>   8
     3.5   Term.   Each director shall be elected to hold office until the next
annual meeting of shareholders and until his successor shall have been elected
qualified.

     3.6   Removal and Resignation.   Any director may be removed at a meeting
expressly called for that purpose, with or without cause, by a vote of the
holders of the majority of shares entitled to vote at an election of directors.
Any director may resign at any time by giving written notice to the president or
to the secretary, and acceptance of such resignation shall not be necessary to
make it effective unless the notice so provides.

     3.7   Vacancies.   Any vacancy occurring on the board of directors and any
directorship to be filled by reason of an increase in the size of the board of
directors shall be filled by the affirmative vote of the majority, though less
than a quorum, of the remaining directors. A director elected to fill a vacancy
shall hold office during the unexpired term of his predecessor in office. A
director elected to fill a position resulting from an increase in the board of
directors shall hold office until the next annual meeting of shareholders and
until his successor shall have been elected and qualified.

     3.8   Meetings.   A regular meeting of the board of directors shall be held
immediately after, and at the same place as, the annual meeting of shareholders.
No notice of this meeting of the board of directors need be given. The board of
directors, or any committee designated by the board of directors, may, by
resolution, establish a time and place for additional regular meeting which may
thereafter be held without further notice. Special meetings of the board of
directors, or any committee designated by the board of directors, may be called
by the president or any two members of the board or directors or of such
committee.

     3.9   Notices.   Notice of a special meeting of the board of directors
stating the date, hour and place of such meeting shall be given to each member
of the board of directors, or committee of the board or such committee calling
the meeting. The notice may be deposited in the United States mail at least
seven days before the meeting addressed to the director at the last address he
has furnished to the corporation for this purpose, and any notice so mailed
shall be deemed to have been given at the time it is mailed. Notice may also be
given at least two days before the meeting in person, or by telephone, prepaid
telegram, telex, facsimile, cablegram or radiogram, and such notice shall be
deemed to have been given at the time when the personal or telephone
conversation occurs, or when the telegram, facsimile, telex, cablegram or
radiogram is either personally delivered to the director or delivered to the
last address of the director furnished to the corporation by him for this
purpose.


                                       4





<PAGE>   9
     3.10 Quorum.    Except as provided in Section 3.7 of these Bylaws, a
majority of the number of directors fixed in accordance with these Bylaws shall
constitute a quorum for the transaction of business at all meetings of the board
of directors. The act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directs, except as
otherwise specifically required by law.

     3.11 Waiver.   A written waiver of notice signed by a director entitled to
notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of notice. Attendance of a director at a meeting
constitutes a waiver of notice of such meeting, except where a director attends
a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.

     3.12 Attendance by Telephone. Members of the board of directors or any
committee designated by the board of directors may participate in a meeting of
the board or committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time. Such participation shall constitute presence
in person at the meeting.

     3.13 Action by Directors Without a Meeting.  Any action required to or
which may be taken at a meeting of the board of directors, executive committee,
or other committee of the directors may be taken without am meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the
directors, executive or other committee members entitled to vote with respect to
the proposed action. such consent may be executed in counterparts and shall be
effective as of the date of the last signature thereon.

                            ARTICLE IV - Committees

     4.1  Executive and Other Committees Authorized.   The board of directors by
resolution adopted by a majority of the entire board of directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in the resolution, shall have all of the
authority of the board of directors. The board of directors may provide by
resolution such powers, limitation, and procedures for such committees as the
board deems advisable. However, no such executive or other committee shall have
the authority of the board of directors in amending the articles of
incorporation, adopting a plan of merger or consolidation, recommending to the
shareholders the sale, lease, exchange, or other disposition of all or
substantially all of the property and assets of the corporation otherwise than
in the usual and regular course of its business, recommending to the
shareholders a voluntary dissolution of the corporation or a revocation thereof,
amending these Bylaws, or other action which


                                       5
<PAGE>   10
cannot be legally delegated to such committee by the board of directors under
applicable law.

                              ARTICLE V - Officers

     5.1  Number and Election. The officer of the corporation shall be a
president, a secretary and a treasurer, who shall be elected by the board of
directors. In addition, the board of directors may elect one or more vice
presidents and the board of directors or the president may appoint one or more
assistant secretaries or assistant treasurers, and such other subordinate
officers as he shall deem necessary, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the president. Any two or more offices may be
held by the same person, except the offices of president and secretary. The
officers of the corporation shall be natural persons of the age of eighteen
years or older.

     5.2  President. The president shall be the chief executive officer of the
corporation and shall preside at all meetings of shareholders and of the board
of directors. Subject to the direction and control of the board of directors, he
shall have general and active management of the business of the corporation and
shall see that all orders and resolutions of the board of directors are carried
into effect. He may execute contracts, deeds and other instruments on behalf of
the corporation as is necessary and appropriate. He shall perform such
additional functions and duties as are appropriate and customary for the office
of president and as the board of directors may prescribe from time to time.

     5.3  Vice President. The vice president, or, if there shall be more than
one, the vice presidents in the order determined by the board of directors,
shall be the officer(s) next in seniority after the president. Each vice
president shall also perform such duties and exercise such powers as are
appropriate and as are prescribed by the board of directors or president. Upon
the death, absence or disability of the president, the vice president, or, if
there shall be more than one, the vice presidents in the order determined by
the board of directors, shall perform the duties and exercise the powers of the
president.

     5.4  Secretary. The secretary shall give, or cause to be given, notice of
all meetings of the shareholders and special meetings of the board of
directors, keep the minutes of such meetings, have charge of the corporate seal
and stock records, to be responsible for the maintenance of all corporate
records an files and the preparation and filing of reports to governmental
agencies, other than tax returns, have authority to affix the corporate seal to
any instrument requiring it (and, when so affixed, it may be attested by his
signature), and perform such other functions and duties as are appropriate and
customary for the



                                       6
<PAGE>   11

office of secretary as the board of directors or the president may prescribe
from time to time.

     5.5  Assistant Secretary. The assistant secretary, or, if there shall be
more than one, the assistant secretaries in the order determined by the board
of directors of the president, shall, in the death, absence or disability of
the secretary or in case such duties are specifically delegated to him by the
board of directors, president or secretary, perform the duties and exercise the
powers of the secretary and shall, under the supervision of the secretary,
perform such other duties and have such other powers as may be prescribed from
time to time by the board of directors or the president.

     5.6  Treasurer. The treasurer shall have control of the funds and the care
and custody of all stocks, bonds and other security owned by the corporation
and shall be responsible for the preparation and filing of tax returns. He
shall receive all moneys paid to the corporation and shall have authority to
give receipts and vouchers, to sign and endorse checks and warrants in its name
and on its behalf, and give full discharge for the same. He shall also have
charge of disbursement of the funds of the corporation, shall keep full and
accurate records of the receipts and disbursements, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as shall be designated by the board of
directors. The corporation's principal banking depositories shall be at
Colorado banking institutions which provide federally insured accounts. The
Treasurer shall perform such other duties and have such other powers as are
appropriate and customary for the office of treasurer as the board of directors
or president may prescribe from time to time.

     5.7  Assistant Treasurer. The assistant treasurer, or, if there shall be
more than one, the assistant treasurers in the order determined by the board of
directors or the president, shall in the death, absence or disability of the
treasurer or in case such duties are specifically delegated to him by the board
of directors, president or treasurer, perform the duties and exercise the
powers of the treasurer, and shall, under the supervision of the treasurer,
perform such other duties and have such other powers as the board of directors
or the president may prescribe from time to time.

     5.8  Removal and Resignation. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any officer may resign at any time by
giving written notice of his resignation to the president or to the secretary.
Any vacancy occurring in any office, the election or appointment to which is
made by the board of directors, shall be filled by the board of directors.


                                       7
<PAGE>   12
        5.9     Compensation. Officers shall receive such compensation for their
services as may be authorized or ratified by the board of directors. Election or
appointment of an officer shall not of itself create a contract right to
compensation for services performed as such officer.

                               ARTICLE VI - Stock

        6.1     Certificates. Certificates representing shares of the capital
stock of the corporation shall be in such form as may be approved by the board
of directors and shall be signed by the president or any vice president and by
the secretary or an assistant secretary. All certificates shall be consecutively
numbered and the names of the owners, the numbers of the shares and the date of
issue shall be entered on the books of the corporation. Each certificate
representing shares shall state upon its face (a) that the corporation is
organized under the laws of the State of Colorado, (b) the name of the person to
whom issued, (c) the value, if any, of each share represented by the
certificate, and (e) any restrictions placed upon the transfer of the shares
represented by the certificate.

        6.2     Facsimile Signatures. Where a certificate is signed (1) by a
transfer agent other than the corporation or its employee, or (2) by a registrar
other than the corporation or its employee, any other signature on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed, or whose facsimile signature or signatures have been placed
upon, any certificate, shall cease to be such officer, transfer agent, or
registrar, whether because of death, resignation or otherwise, before the
certificate is issued by the corporation, it may nevertheless be issued by the
corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

        6.3     Transfer of Stock. Transfer of shares shall be made on the books
of the corporation only upon presentation of the certificate or certificates
representing such shares properly endorsed by the person or persons appearing
upon the face of such certificate to the owner, or accompanied by the proper
transfer or assignment separate from the certificate, except as may otherwise be
expressly provided by the statutes of the State of Colorado or by order of a
court of competent jurisdiction. The officers or transfer agents of the
corporation may, in their discretion, require a signature guaranty before making
any transfer. The corporation shall be entitled to treat the person in whose
name any shares are registered for all purposes, and shall not be bound to
recognize any equitable or other claim or interest in the shares on the part of
any other person, whether or not the corporation shall have notice of such claim
or interest.


                                       8









<PAGE>   13
                          ARTICLE VII - Miscellaneous

     7.1  Corporate Seal. The board of directors may adopt a seal which shall
be circular in form and shall bear the name of the corporation and the words
"SEAL" and "COLORADO" which, when adopted, shall constitute the corporate seal
of the corporation. The seal may be used by causing it or a facsimile thereof
to be impressed, affixed, manually reproduced, or rubber stamped with indelible
ink.

     7.2  Fiscal Year. The board of directors may, by resolution, adopt a
fiscal year for this corporation.

     7.3  Insider Employer. No contract or other transaction between the
corporation and one or more of its directors or any other corporation, firm,
joint venture, association, or entity in which one or more of its directors are
directors or officers or are financially interested shall be either void or
voidable solely because of such relationship or interest or solely because such
directors are present at the meeting of the board of directors or a committee
thereof which authorizes, approves, or ratifies such contract or transaction or
solely because their votes are counted for such purpose if: (a) the fact of
such relationship or interest is disclosed or known to the board of directors
or committee which authorizes, approves, or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting
the votes or consents of such interested director; or (b) the fact of such
relationship or interest is disclosed or known to the shareholders entitled to
vote and they authorize, approve, or ratify such contract or transaction by
vote or written consent; or (c) the contract or transaction is fair and
reasonable to the corporation. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
a committee thereof which authorizes, approves, or ratifies such contract or
transaction.

     7.4  Amendment of Bylaws: These Bylaws may at any time and from time to
time be amended, supplemented or repealed by the board of directors.

              ARTICLE VIII - DIRECTOR LIABILITY AND INDEMNIFICATION

     8.1  No Director of the Corporation shall be liable to the Corporation or
its shareholders for monetary damages for breach of fiduciary duty as a
Director, except that this provision shall not eliminate or limit the liability
of a Director to the Corporation or its shareholders for monetary damages for
(i) any breach of Director's duty of loyalty to the Corporation or its
shareholders, (ii) acts or omissions not in good faith which involve
intentional misconduct or a knowing violation of law, (iii) acts specified in
Section 7-108-403, C.R.S., or (iv) any transaction from which the Director
derived an improper personal benefit.

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<PAGE>   14
     8.2  The Corporation shall indemnify and hold any Director harmless from
any loss or damage incurred by her or him by reason of any act performed by her
or him in good faith for or on behalf of the Corporation and in furtherance of
the Corporation's business or objectives.

                                       10