I hereby certify that the annexed copy has been compared with the
original document filed by the Department of State and that the same is a true
copy of said original.
Witness my hand and seal of the Department of
State on
JANUARY 20,
2004
[SEAL]
/s/ [ILLEGIBLE]
Secretary of State
DOS-200 (Rev. 03/02)
C T CORPORATION
CERTIFICATE OF CONVERSION OF PENALTY RECORDS
TO A LIMITED LIABILITY COMPANY OF
PENALTY RECORDS, L.L.C.
UNDER SECTION 1006 OF THE LIMITED LIABILITY COMPANY LAW
The undersigned, as the
organizer of Penalty Records, L.L.C., hereby adopts the following Articles of
Organization under Section 1006 of the New York Limited Liability Company Law.
In accordance with the provisions of Section 1006 of the New York
Limited Liability Company Law, the formerly known as “Penalty Records” was duly
converted to a limited liability company.
1. The name of the partnership was:
Penalty Records
NAME OF COMPANY
2. The name of the limited liability
company is Penalty Records, L.L.C, (the “Company”).
OFFICE
3. The county within this State in
which the office of the Company is to be located in the County of New York.
PERIOD OF DURATION
4. The latest date on which the
Company is to dissolve is April 30, 2026.
AGENT FOR SERVICE OF PROCESS
5. The Secretary of State (the
“Secretary”) is hereby designated as the agent of the Company for purposes of
service of process against the Company. In the event the Secretary receives
process on behalf of the Company, the Secretary may mail a copy of such process
to the following addresses.
CT
Corporation System
1633
Broadway
New York,
New York 10010
REGISTERED AGENT
6. The Company’s registered agent upon
whom process against the Company may be served is:
CT
Corporation System
1633
Broadway
New York,
New York 10019
MANAGEMENT
7. The limited liability company is to
be managed by 1 or more members.
LIABILITY OF MANAGERS
8. The Managers will be indemnified
and held harmless by the Company to the fullest extent permitted by law from
and against any and all losses, claims, damages, liabilities of expenses.
INDEMNIFICATION
9. The Company shall have the power to
indemnify, to the full extent permitted by the New York Limited Liability
Company Law, as amended from time to time, all persons whom it is permitted to
indemnify pursuant thereto.
IN WITNESS
WHEREOF, I have subscribed this certificate and do hereby affirm the foregoing
as true under the penalties of perjury this 30
th
day of April, 1996.
CT Corporation System by:
/s/ [ILLEGIBLE]
Organizer
Richard P. Borovoy, Asst. Secretary
State of New York
}
ss:
Department of State
}
I hereby
certify that the annexed copy has been compared with the original document
filed by the Department of State and that the same is a true copy of said
original.
Witness my
hand and seal of the Department of State on
JANUARY 20, 2004
[SEAL]
/s/ [ILLEGIBLE]
Secretary of State
DOS-200(Rev. 03/02)
STATE OF NEW YORK
}
ss:
County
of New York,
}
Anita G.
James, being duly sworn, says that she is the PRINCIPAL CLERK of the Publisher
of the
NEW YORK LAW JOURNAL,
a Daily
Newspaper; that the Advertisement hereto annexed has been published in the said
NEW YORK LAW JOURNAL
in each week for 6
successive weeks, commencing on the 30th day of July, 1996.
TO WIT: JULY
30, AUGUST 6, 13, 20, 27
SEPTEMBER 3
[ILLEGIBLE]
/s/ Anita G.
James
SWORN TO
BEFORE ME, this 3rd day
}
of
September, 1996.
}
[ILLEGIBLE]
/s/ Tracey E. Scannevin
Tracey E. Scannevin
Notary Public, State of New York
No. 01BL5031306
Qualified in Suffolk County
Commission Expires Aug 1, 1998
State of New York
}
ss:
Department of State
}
I hereby
certify that the annexed copy has been compared with the original document
filed by the Department of State and that the same is a true copy of said
original.
Witness my
hand and seal of the Department of State on
JANUARY 20, 2004
[SEAL]
/s/ [ILLEGIBLE]
Secretary of State
DOS-200 (Rev. 03/02)
STATE OF NEW
YORK
CITY OF NEW
YORK
COUNTY OF
NEW YORK
Mae Doris
Corrigan, being duly sworn says that she is the Principal clerk of the
Publisher of the THE WESTSIDER a weekly newspaper of general circulation in the
English Language in the County of New York, City of New York, State of New York;
that the advertisement hereto annexed has been regularly published in the
THE WESTSIDER
ONCE in each
for
SIX
consecutive weeks
commencing on
the 01 day of
AUGUST, 1996.
to wit:
AUGUST 1,
AUGUST 8,
AUGUST 15,
AUGUST 22,
AUGUST 29
and
SEPTEMBER 5,
1996
/s/ Mae Doris Corrigan
Principal Clerk
Sworn to
before me this, 10 day
of September, 1996
/s/ [ILLEGIBLE]
Notary Public
[ILLEGIBLE]
State of New York
}
ss:
Department of State
}
I hereby
certify that the annexed copy has been compared with the original document
filed by the Department of State and that the same is a true copy of said
original.
Witness my
hand and seal of the Department of State on
JANUARY 20, 2004
[SEAL]
/s/ [ILLEGIBLE]
Secretary of State
DOS-200 (Rev.03/02)
CERTIFICATE OF CHANGE
OF
PENALTY RECORDS, L.L.C.
Under Section 211-A of the Limited Liability Company Law
1.
The
name of the limited liability company is
PENALTY
RECORDS, L.L.C.
If applicable,
the original name under which it was formed is
PENALTY
RECORDS.
2.
The
date of filing of the original articles of organization by the Department of
State is 5/10/96.
3.
The
address of CT Corporation System as the registered agent of said limited
liability company is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY,
NEW YORK, NY 10019 to 111 Eighth Avenue, New York. New York 10011.
4.
The
address to which the Secretary of State shall mail a copy of process in any
action or proceeding against the limited liability company which may be served
on him is hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW
YORK, NY 10019 to c/o CT Corporation System, 111 Eighth Avenue, New York, New
York 10011.
5.
Notice
of the above changes was mailed to the limited liability company by CT
Corporation System not less than 30 days prior to the date of delivery of this
Certificate to the Department of State and such limited liability company has
not objected thereto.
6.
CT
Corporation System is both the agent of such limited liability company to whose
address the Secretary of State is required to mail copies of process and the
registered agent of such limited liability company.
CT
CORPORATION SYSTEM
By:
/s/ Kenneth
J. Uva
Kenneth J. Uva
Vice President
NY Domestic LLC agent/process
address
State of New York
}
ss:
Department of State
}
I herby
certify that the annexed copy has been compared with the original document
filed by the Department of State and that the same is a true copy of said
original.
Witness my
hand and seal of the Department of State on
JANUARY 20, 2004
[SEAL]
/s/ [ILLEGIBLE]
Secretary of State
DOS-200 (Rev. 03/02)
FILING
PERIOD
FEE
2028515
05/2000
$9.00
NYS
DEPARTMENT OF STATE
DIVISION OF
CORPORATIONS
41 State
Street
Albany, NY
12231 - 0002
Biennial Statement
Section 301 of the Limited
Liability Company Law requires limited liability companies to update and
provide a current service of process address to the Department of State every
two years. Please sign, review and complete this form as necessary and then
return the statement with the required fee. The following is the service of
process address currently on file with the Department of State:
C/O C. T.
CORPORATION SYSTEM
111 EIGHTH
AVENUE
NEW YORK, NY
10011
For: PENALTY
RECORDS, L.L.C.
Service of Process Address is
the address to which the Secretary of State will forward any legal papers
accepted on behalf of the limited liability company which commence a legal
action against the company.
o
THE
ADDRESS CURRENTLY ON FILE IS CORRECT.
Only
complete this box if the address presently set forth in the Department’s
records for the purpose is to be changed.
SERVICE OF
PROCESS
ADDRESS
SHOULD BE
CHANGED TO
/s/ Jeff Mead
PRINT OR
TYPE NAME OF SIGNER
/s/ [ILLEGIBLE]
SIGNATURE OF
MEMBER, MANAGER,
AUTHORIZED
PERSON OR ATTORNEY-IN-FACT
Controller
PRINT OR
TYPE THE TITLE
OR CAPACITY
OF SIGNER
IMPORTANT NOTICE
A New York
Limited Liability Company which is no longer conducting business must file a
Certificate of Dissolution pursuant to section 705 of the Limited Liability
Company Law, and a foreign Limited Liability Company no longer conducting
business in New York State should file a Surrender of Authority pursuant to
section 806 of the Limited Liability Company Law or a Termination of Existence
pursuant to section 807 of the Limited Liability Company Law. Questions
regarding the filing of these certificates should be directed to the NYS
Department of State, Division of Corporations, 41 State Street, Albany, NY
12231-0001 or by calling 518-473-8385.
Filing Period –
the filing period is the calendar month during which the original Articles of
Organization or Application for Authority was filed or the effective date that
limited liability company existence began, if stated in the Articles of
Organization.
Filling Fee:
The statutory filing fee is $9.00. Checks and money orders must be made payable
to the “Department of State”. DO NOT mail cash.
Return this
entire form, completed, with your $9.00 fee, in the self-mailer envelope, to
the Department of State. Division of Corporations, 41 State Street, Albany, NY
12231-0002.
Failure to
timely file this statement will be reflected in the Department’s records as
past due or delinquent.
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