ARTICLES OF INCORPORATION

OF

MONARCH CASINO & RESORT, INC.

 

The undersigned incorporator hereby executes these Articles of Incorporation for the purpose of forming a corporation under Chapter 78 of the Nevada Revised Statutes.

 

ARTICLE I

NAME

 

The name of the corporation is:  MONARCH CASINO & RESORT, INC. (the "Corporation").

 

ARTICLE II

RESIDENT AGENT

 

The name and address of the Corporation's resident agent is Vargas & Bartlett, 3800 Howard Hughes Parkway, 7th Floor, Las Vegas, Nevada 89109.

 

ARTICLE III

PURPOSE

 

The Corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada.

 

ARTICLE IV

STOCK

 

Section 4.01U  Authorized Capital Stock.  The total number of shares of stock this corporation is authorized to issue shall be forty million (40,000,000) shares.  This stock shall be divided into two classes to be designated as "Common Stock" and "Preferred Stock."

 

Section 4.02.  Common Stock.  Thirty million (30,000,000) shares of the authorized stock have a par value of one cent ($0.01) per share and are designated Common Stock.  Each share of Common Stock, when issued, shall have one (1) vote on all matters presented to the stockholders.

 

Section 4.03.  Preferred Stock.  Ten million (10,000,000) shares of the authorized stock have a par value of one cent ($0.01) per share and are designated Preferred Stock. The Board of Directors shall have the authority to authorize the issuance of the Preferred Stock from time to time in one or

 

more classes or series, and to state in the resolution or resolutions from time to time adopted providing for the issuance thereof the following:

 

Whether or not the class or series shall have voting rights, full or limited, the nature and the qualifications, limitations and restrictions on those rights, or whether the class or series will be without voting rights; The number of shares to constitute the class or series and the designation thereof;

 

The preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations, or restrictions thereof, if any, with respect to any class or series;

 

Whether or not the shares of any class or series shall be redeemable and if redeemable the redemption price or prices, and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

 

Whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and if such retirement or sinking funds be established, the amount and the terms and provisions thereof;

 

The dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividend shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

 

The preferences, if any, and the amounts thereof which the holders of any class or series thereof are entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;

 

Whether or not the shares of any class or series is convertible into, or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and Such other rights and provisions with respect to any class or series as may to the Board of Directors seem advisable.

 

The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any respect. The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any other class or series. The Board of Directors may decrease the number of shares of the Preferred Stock designated for any existing class or series of the Preferred Stock and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock.

 

Section 4.04.  Once fully paid, the stock of the Corporation shall not be subject to assessment.

 

ARTICLE V

DIRECTORS AND INCORPORATORS

 

Section 5.01.  Governing Board of Directors.  The governing board shall be styled "Board of Directors" and the first Board of Directors shall consist of three (3) directors.  Provided that the Corporation has at least one director, the number of directors may at any time or times be increased or decreased as provided in the bylaws.  The bylaws may provide for the classification of directors as to their respective terms of office.

 

Section 5.02.  Initial Number of Directors.  The names and post office addresses of the members of the first Board of Directors are as follows:

 

John Farahi 3840 Baker Lane Reno, Nevada  89509

 

Bahram Farahi 3840 Baker Lane Reno, Nevada  89509

 

Behrouz Farahi 3840 Baker Lane Reno, Nevada  89509

 

These individuals shall serve as directors until the first annual meeting of stockholders or until their successors are elected and qualified.

 

Section 5.03.  Incorporator.  The name and post office address of the incorporator signing these Articles of Incorporation is as follows:

 

Sherwood N. Cook Vargas & Bartlett Seventh Floor 3800 Howard Hughes Parkway Las Vegas, Nevada 89109

 

ARTICLE VI SALE OF ASSETS; MERGERS

 

The affirmative vote of voting shares necessary to approve a sale, lease or exchange of property or assets of this Corporation, or a merger or exchange of shares involving this Corporation, shall be 66-2/3% of the voting power of the outstanding shares entitled to vote thereon.

 

ARTICLE VII

AMENDMENT

 

The affirmative vote of voting shares necessary to approve an amendment to the Articles of Incorporation of this Corporation shall be 66-2/3% of the voting power of the outstanding shares entitled to vote thereon.

 

ARTICLE VIII

DIRECTORS' AND OFFICERS' LIABILITY

 

No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer.  However, the foregoing provision shall not eliminate or

 

limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

 

ARTICLE IX

INDEMNITY

 

Section 9.01.  Right to Indemnity.  Every person who was or is a party, or is threatened to be made party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorney's fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article.

 

Section 9.02.  Expenses Advanced.  Expenses of directors and officers incurred in defending a civil or criminal action, suit or proceeding by reason of any act or omission of such director or officer acting as a director or officer shall be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation.

 

Section 9.03.  Bylaws; Insurance.  Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, to the fullest extent permitted by the laws of the State of Nevada, whether or not the Corporation would have the power to indemnify such person.

 

The indemnification and advancement of expenses provided in this Article shall continue for a person who has ceased to be a director, officer, employee or agent, and inures to the benefit of the heirs, executors and administrators of such a person.

 

ARTICLE X

REDEMPTION OF CONTROL SHARES

 

The Corporation, at the discretion of the Board of Directors, may call for redemption the control shares (as defined in NRS 78.3781 to 78.3788, inclusive) as provided in NRS 78.3792, as amended from time to time.

 

Executed this 11th day of June, 1993.

 

/s/ Sherwood N. Cook

 

SHERWOOD N. COOK

Incorporator

 

STATE OF NEVADA )

: ss.

COUNTY OF CLARK )

 

On this 11th day of June, 1993, there personally appeared before me a Notary Public, SHERWOOD N. COOK, who acknowledged that he executed the foregoing Articles of Incorporation.

 

/s/ Pamela Bouchard

 

NOTARY PUBLIC