Exhibit 3.1(aa)
RI SOS Filing Number: 201063645300 Date: 06/21/2010 9:27 AM
Filing Fee: $50,00 |
| ID Number: 000098241 |
(See footnote below) |
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STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State
Corporations Division
148 W. River Street
Providence, Rhode Island 02904-2615
LIMITED LIABILITY COMPANY
ARTICLES OF AMENDMENT TO
ARTICLES OF ORGANIZATION
Pursuant to the provisions of Section 7-16-12 of the General Laws of Rhode Island, 1956, as amended, the undersigned limited liability company hereby amends its Articles of Organization as follows:
1. The name of the limited liability company is: Conversant Communications, LLC
2. The Articles of Organization of the limited liability company as amended or restated to date are amended as follows:
[Insert Amendment(s)]
(If additional space is required, please list on separate attachment)
Article 7. The limited liability company is to be managed by its members.
The Member is Conversant Holdings, Inc.
5 Wall Street, Burlington, MA 01803
3. The effective date of this amendment, if later than the date of the filing of these Articles of Amendment, is:
(not prior to, nor more than 30 days after, the filing of these Articles of Amendment)
| Under penalty of perjury, I declare and affirm that I have examined these Articles of Amendment, including any accompanying attachments, and that all statements contained herein are true and correct. | |
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| Conversant Communications, LLC | |
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| Print Name of Limited Liability Company |
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| By: | Conversent Holdings, Inc., its Sole Member |
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| Signature of Authorized Person |
| By: | /s/ Raymond B. Ostroski |
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| Raymond B. Ostroski |
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| EVP, General Counsel and Secretary |
Filing fee footnote
If the purpose of this amendment is solely to indicate a change in managers pursuant to Section 7-12-12(a)(2), the filing fee should be $10.00
Filing Fee $50.00 |
| LLC I.D. #98241 |
State of Rhode Island and Providence Plantations
OFFICE OF THE SECRETARY OF STATE
BUSINESS DIVISION
CORPORATIONS
100 NORTH MAIN STREET
PROVIDENCE, RI 02903
LIMITED LIABILITY COMPANY
ARTICLES OF AMENDMENT TO
ARTICLES OF ORGANIZATION
Pursuant to the provisions of Section 7-16-12 of the General Laws, 1956, as amended, the undersigned limited liability company hereby amends its Articles of Organization as follows:
FIRST: The name of the Limited Liability Company is: New England Voice and Data, L.L.C.
SECOND: The Articles of Organization of the Limited Liability Company as amended or restated to date are amended as follows:
Paragraph 1 is amended to read as follows:
The name of the limited liability company is Conversent Communications, LLC
THIRD: The effective date of this amendment, if later than the date of the filing of these Articles of Amendment, is: (not more than 30 days after the filing of these Articles of Amendment)
Dated: September 28, 1999 | New England Voice and Data, LLC | |
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| By: | /s/ David L. Mayer |
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| David L. Mayer, An Authorized Person |
Filing Fee: $150.00 | ID Number: 98241 |
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State
Corporations Division
100 North Main Street
Providence, Rhode island 02903-1335
LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION
(To Be Filed In Duplicate)
Pursuant to the provisions of Chapter 7-16 of the General Laws, 1956, as amended, the following Articles of Organization are adopted for the limited liability company to be organized hereby:
1. The name of the limited liability company is New England Voice and Data, L.L.C.
2. The name and address of the resident agent in the State of Rhode Island is:
David L. Mayer, Esq.
Cameron & Mittleman
56 Exchange Terrace Providence, RI 02903
3. Under the terms of these Articles of Organization and any written operating agreement made or intended to be made, the limited liability company is intended to be treated for purposes of federal income taxation as:
(Check one box only)
x a partnership or o a corporation or o disregarded as an entity separate from its member
4. The address of the principal office of the limited liability company if it is determined at the time of organization:
c/o Kevin Greene
1106 North Main Street
Providence, RI 02904
5. The period of duration of the limited liability company is perpetual unless otherwise stated in Section 6 of these Articles of Organization.
6. Additional provisions (if any) not inconsistent with law, which the members elect to have set forth in these Articles of Organization, including, but not limited to, any limitation of the purposes or duration for which the limited liability company is formed, and any other provision which may be included in an operating agreement:
All members, managers, officers, employees and agents of the limited liability company shall be indemnified as provided in the Operating Agreement of the limited liability company. No member or manager of the limited liability company shall have any liability to the limited liability company or its members for monetary damages for breach of any duty provided in Section 7-16-7 of the General Laws of Rhode Island, 1956, as amended, except as expressly provided in Section 7-16-18(b) of said General Laws.
7. The limited liability company is to be managed by:
(Check one box only)
o its members or x by one (1) or more managers
8. If the limited liability company has managers at the time of filing these Articles of Organization, state the name and address of each manager:
Manager |
| Address |
Robert C. Fanch |
| 1873 South Bellaire Street, Suite 1550 |
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| Denver, CO 80222 |
9. The date these Articles of Organization are to become effective, if later than the date of filing, is: Upon the filing of these articles
| Under penalty of perjury, I declare and affirm that I have examined these Articles of Organization and that all statements contained herein are true and correct. | |
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Dated: December 19, 1997 | /s/ David L. Mayer | |
| Signature of Authorized Person | |