**Exhibit 3.85**

 

**LIMITED LIABILITY COMPANYAGREEMENT**

** **

**OF**

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**DIAMONDHEAD REAL ESTATE, LLC**

** **

The undersigned, the solemember of Diamondhead Real Estate, LLC, a Delaware limited liability company(the “Company”), does hereby execute this Limited Liability Company Agreementof the Company effective the 3rd day of April, 2008, under the name of theCompany.  The Company was organized on April 3rd, 2008, under and pursuant to the provisions of the Delaware LimitedLiability Company Act (as amended from time to time, the “Act”).

 

**I**

**Office; Registered Agent**

 

The registered office of theCompany in the State of Delaware shall be located at The Corporation TrustCompany, Corporation Trust Center, 1209 Orange Street, Wilmington, New CastleCounty, Delaware 19801.  The registeredagent of the Corporation in the State of Delaware is The Corporation TrustCompany and the address of the registered agent of the Company in the State ofDelaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209Orange Street, Wilmington, New Castle County, Delaware 19801.

 

**II**

**Purpose and Powers**

 

The purpose for which theCompany is organized is to conduct any lawful business purpose as set forth in Section 106of the Act.  The Company shall have thepower and authority to do all things necessary to carry out its purpose,including, without limitation, the powers set forth in Section 106 of theAct.

 

**III**

**Duration of the Company**

 

The Company shall commenceimmediately, upon the effective date of this Limited Liability Company Agreement,and shall continue in perpetuity thereafter unless terminated sooner byoperation of law or by decision of the Member.

 

**IV**

**Member**

 

Jacobs Entertainment, Inc. shall be, and is,hereby admitted to the Company as the sole member of the Company (the “Member”).  The Member hereby authorizes James T. Milamto act as the Authorized Representative solely for purposes of forming thisentity in Delaware and appointing the registered agent for service of process.  All actions taken and all things done and allexpenditures made by the Authorized Representative of the Company in connectionwith its organization and qualification are hereby ratified, approved andconfirmed in all respects.

 

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**V**

**Capital Contributions**

 

The Member has contributed all of the capital of theCompany and may in the future contribute any additional capital deemednecessary by the Member for the operation of the Company.  The Member owns a 100% undivided MembershipInterest in the Company.  The Member mayloan funds to the Company on such terms and conditions as the Member maydesire.  All capital contributions andloans made by the Member and any future Members shall be recorded on the booksand records of the Company.

 

**VI**

**Management**

 

The Company shall be managed by a Manager, whichneed not be a Member of the Company.  TheManager shall be responsible for the establishment of Company proceduresrespecting the business affairs of the Company and the day-to-day operation ofthe Company’s business.  The Managershall be authorized to carry out all day-to-day activities related to any andall business of the Company.  The Managershall have the power and authority to take any actions not prohibited under theAct or which are otherwise conferred or permitted by law, which he believes arenecessary, proper, advisable or convenient to the discharge of his duties underthis Limited Liability Company Agreement or applicable law to conduct thebusiness and affairs of the Company, including, but not limited to, the powerand authority to execute agreements and other documents on behalf of theCompany.

 

Lew Humphrey is hereby appointed as Manager of theCompany.  The Manager may be removed atany time, with or without cause, by the Member. The Manager may resign at any time by giving written notice to the Member(the “Resignation Notice”).  Theresignation of the Manager shall take effect thirty (30) days after theResignation Notice is given or at such earlier time as accepted by the Member;and, unless otherwise specified therein, the acceptance of such resignationshall not be necessary to make it effective. If a Manager shall die, be adjudged incompetent, dissolve, refuse toserve, be removed or resign, or if no one is serving as Manager for any reason,then a new Manager shall be elected by the Member.

 

**VII**

**Indemnification**

 

The Company shall indemnify and hold harmless theMember, the Manager and any officer, and may indemnify and hold harmless anyemployee or agent of the Company, from and against any and all claims anddemands whatsoever to the full extent permitted by the Act. Any indemnity willbe paid from, and only to the extent of, assets of the Company.  The indemnification provided by this Article VIIshall not be deemed exclusive of any other limitation on liability or rights towhich those seeking indemnification may be entitled under any statute,agreement, vote of the Member or otherwise.

 

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**VIII**

**Banking**

 

All funds of the Company shall be deposited in oneor more Company checking accounts as shall be designated by the Manager, andthe Manager or his designee is authorized to sign any such checks or withdrawalforms.

 

Company is and the Manager is authorized anddirected to open one or more bank accounts in the name of and on behalf of theCompany in such bank or banks or trust company or trust companies as theManager may select and to prepare, execute and deliver in the name of and onbehalf of the Company such documents or instruments as may be necessary to opensuch account or accounts, and if in connection with the foregoing anyparticular form of resolution shall be required, such resolution shall bedeemed hereby adopted, provided that a copy of such resolution shall beinserted in the minute book of the Company.

 

**IX**

**Books**

 

The Company books shall bemaintained at the principal office of the Member, which may or may not belocated in the State of Delaware.  Thebooks shall be kept on a calendar year basis, and shall be closed and balancedat the end of each such calendar year.

 

**X**

**Authorization to Qualifyto do Business as Foreign Limited Liability Company**

 

The Manager is herebyauthorized, where it is necessary or expedient for the Company to transactbusiness, to appoint and substitute all necessary agents or attorneys forservice of process, to designate and change the location of all necessarystatutory offices and to execute and file all necessary certificates, reports,powers of attorney and other instruments as may be required by the laws of suchstate, territory, dependency or country to authorize the Company to transactbusiness therein, and whenever it is expedient for the Company to cease doingbusiness therein and withdraw therefrom, to revoke any appointment of agent orattorney for service of process, and to execute and file such certificates,reports, revocations of appointment or surrenders of authority as may benecessary to terminate the authority of the Company to do business in any suchstate, territory, dependency or country.

 

**XI**

**Transfers of Interests inthe Company**

 

Interests in the Companyshall be freely transferable.

 

IN WITNESS WHEREOF, theMember has hereunto set its****hand effectivethe day and year first above written.

 
|   | JACOBS ENTERTAINMENT, INC.                     |
|--------|------------------------------------------------|
|   |                                           |
|   |    /s/ Stanley Politano         |   |
|   | By:  Stanley Politano                |   |
|   | Its:   Executive Vice President |   |

 

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