ARTICLE III
NATURE OF BUSINESS
1.
GENERAL POWERS.
THE COMPANY MAY ENGAGE
IN ANY LAWFUL BUSINESS PERMITTED BY THE ACT OR THE LAWS OF ANY JURISDICTION IN
WHICH THE COMPANY MAY DO BUSINESS.
THE COMPANY SHALL HAVE THE AUTHORITY TO DO
ALL THINGS NECESSARY OR CONVENIENT TO ACCOMPLISH ITS PURPOSE AND OPERATE ITS
BUSINESS AS DESCRIBED IN THE AGREEMENT AND THIS ARTICLE III.
NOTWITHSTANDING
THE FOREGOING, THE COMPANY EXISTS ONLY FOR THE PURPOSE SPECIFIED IN SECTION 2 OF
THIS ARTICLE III, AND MAY NOT CONDUCT ANY OTHER BUSINESS WITHOUT THE UNANIMOUS
CONSENT OF THE MEMBERS.
2.
THE BUSINESS OF THE COMPANY.
THE
COMPANY'S BUSINESS (THE "BUSINESS") MAY INCLUDE, BUT SHALL NOT BE LIMITED TO,
THE LICENSING, DEVELOPMENT, CONSTRUCTION AND OPERATION OF A RIVERBOAT GAMING
FACILITY AND RETAIL DEVELOPMENT LOCATED IN THE CITY OF ROCKAWAY BEACH, MISSOURI,
TOGETHER WITH ALL OF THE NORMAL ANCILLARY FUNCTIONS AND FACILITIES ASSOCIATED
THEREWITH SUCH AS GAMING OPERATIONS AND RESTAURANTS, TOGETHER WITH THE OPERATION
OF OTHER ANCILLARY BUSINESSES SUCH AS NIGHTCLUBS, A HOTEL AND SUCH OTHER
ACTIVITIES AS MAY BE PERMITTED BY LAW FROM TIME TO TIME.
ARTICLE IV
ACCOUNTING AND RECORDS
1.
RECORDS TO BE MAINTAINED.
THE COMPANY
SHALL MAINTAIN THE FOLLOWING RECORDS AT ITS PRINCIPAL OFFICE:
1.1
A CURRENT LISTS OF THE NAMES AND LAST KNOWN
BUSINESS, RESIDENCE OR MAILING ADDRESS OF ALL MEMBERS AND MANAGERS (SET FORTH IN
ALPHABETICAL ORDER);
1.2
A COPY OF THE ARTICLES AND ALL AMENDMENTS
THERETO, TOGETHER WITH EXECUTED COPIES OF ANY POWERS OF ATTORNEY PURSUANT TO
WHICH ANY ARTICLES HAVE BEEN EXECUTED;
1.3
COPIES OF THE COMPANY'S FEDERAL, STATE AND
LOCAL INCOME TAX RETURNS AND REPORTS FOR THE THREE (3) MOST RECENT YEARS, OR IF
SUCH RETURNS AND REPORTS WERE NOT PREPARED FOR ANY REASON, COPIES OF THE
INFORMATION AND RECORDS PROVIDED TO, OR WHICH SHOULD HAVE BEEN PROVIDED TO, THE
MEMBERS TO
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ENABLE THEM TO PREPARE THEIR FEDERAL, STATE AND LOCAL TAX RETURNS FOR SUCH
PERIOD;
1.4
COPIES OF THIS AGREEMENT, INCLUDING ALL
AMENDMENTS THERETO; AND
1.5
ANY FINANCIAL STATEMENTS OF THE COMPANY FOR
THE SEVEN (7) MOST RECENT YEARS.
2.
REPORTS TO MEMBERS.
2.1
AS SOON AS PRACTICABLE AFTER THE END OF EACH
FISCAL YEAR, AND IN ANY EVENT WITHIN NINETY (90) DAYS AFTER THE END OF EACH SUCH
FISCAL YEAR, THE BOARD SHALL PROVIDE TO THE MEMBERS AN INCOME STATEMENT OF THE
COMPANY FOR SUCH FISCAL YEAR, CONSOLIDATED BALANCE SHEETS OF THE COMPANY AS OF
THE END OF SUCH FISCAL YEAR, AND CONSOLIDATED STATEMENTS OF OPERATIONS AND
CONSOLIDATED STATEMENTS OF CASH FLOWS AND MEMBERS' EQUITY OF THE COMPANY FOR
SUCH YEAR, IN EACH CASE PREPARED IN ACCORDANCE WITH GAAP AND IN THE FORM
REQUIRED BY THE MISSOURI GAMING COMMISSION, ALL IN REASONABLE DETAIL AND AUDITED
AND CERTIFIED BY A NATIONAL ACCOUNTING FIRM SELECTED BY THE BOARD AND REASONABLY
ACCEPTABLE TO THE MEMBERS; PROVIDED, HOWEVER, THAT IF A MEMBER REQUIRES SUCH
INFORMATION BE PROVIDED EARLIER THAN NINETY (90) DAYS AFTER THE END OF ANY
FISCAL YEAR IN ORDER FOR SUCH MEMBER TO SATISFY FEDERAL,