Form LLC-5.5 Illinois This space for use by
January 1995 Limited Liability Company Act Secretary of State
George H. Ryan Articles of Organization
Secretary of State FILED
Department of Business Services Filing Fee $500.
Limited Liability Company Division SUBMIT IN DUPLICATE May 1 1995
Room 359, Howlett Building Must be typewritten
Springfield, IL 62756 ----------------------- LIMITED LIABILITY CO. DIV
This space for use by Secretary of State GEORGE H. RYAN
Payment must be made by certified SECRETARY OF STATE
check, cashier's check, Illinois Date 5-1-95
attorney's check, Illinois C.P.A.'s Assigned File# 0003-033-3
check or money order, payable to Filing Fee $500.00
"Secretary of State." Approved:
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1. Limited Liability Company Name: DISCOUNT DEVELOPMENT SERVICES L.L.C.
(The LLC name must contain the words limited liability company or L.L.C.
and cannot contain the terms corporation, corp., incorporated, inc., co.,
limited partnership, or L.P.)
2. Transacting business under an assumed name: / / Yes /X/ No.
(if YES, a Form LLC-1.20 is required to be completed and attached to these
Articles.)
3. The address, including county, of its principal place of business: (Post
office box alone and c/o unacceptable.) 185 N. York Road, Elmhurst, IL
60126-2790 DuPage County
4. Federal Employer Identification Number (F.E.I.N.): 36-4016489
5. The Articles of Organization are effective on: (Check one)
a) X the filing date, or b) another date later than but not more than
60 days subsequent to the filing date:
(month, day, year)
6. The registered agent's name and registered office address is:
Registered agent: ANTHONY J. POPE
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First Name Middle Initial Last Name
Registered Office: 185 N. York Road
(P.O. Box alone ----------------------------------------------------
and c/o are Number Street Suite #
unacceptable) Elmhurst 60126-2790 DuPage
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City Zip Code County
7. Purpose or purposes for which the LLC is organized: Include the business
code # (from IRS Form 10, (If not sufficient space to cover this point, add
one or more sheets of this size.)
The transaction of any or all lawful businesses for which an Illinois
Limited Liability Company may be organized under this Act. IRS Business
Code #8098
8. The latest date the company is to dissolve 12/31/2045
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(month, day, year)
And other events of dissolution enumerated on an attachment. (Optional)
LLC-5.5
9. Other provisions for the regulation of the internal affairs of the LLC per
Section 5-5 (a) (8) included as attachments
/ / Yes /X/ No
If yes, state the provisions(s) and the statutory cite(s) from the ILLCA.
10. a) Management is vested, in whole or in part, in managers: /X/ Yes / / No
If yes, list their names and business addresses.
Vincent DiBenedetto
c/o Anthony Joseph Pope, Attorney
185 N. York Road
Elmhurst, IL 60126-2790
b) Management is retained, in whole or in part, by the members:
/ / Yes /X/ No
If yes, list their names and addresses.
If no, the company has 2 or more members pursuant to S. 5-1 of the ILLCA.
11. The undersigned affirms, under penalties of perjury, having authority to
sign hereto, that these articles of organization are to the best of my
knowledge and belief, true, correct and complete.
Dated 4/28 1995
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Signature(s) and Name(s) of Organzier(s) Business Address(es)
1. /s/ Anthony Pope 1. 185 N. York Road
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Signature Number Street
Anthony Pope, Attorney Elmhurst
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(Type or print name and title) City/Town
IL 60126-2790
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(Name if a coporation or other entity) State Zip Code
2.-------------------------------------- 2.------------------------------
Signature Number Street
-------------------------------------- ------------------------------
(Type or print name and title) City/Town
-------------------------------------- ------------------------------
(Name if a coporation or other entity) State Zip Code
3.-------------------------------------- 3.------------------------------
Signature Number Street
-------------------------------------- ------------------------------
(Type or print name and title) City/Town
-------------------------------------- ------------------------------
(Name if a coporation or other entity) State Zip Code
(Signatures must be in ink on an original document. Carbon copy, photocopy or
rubber stamp signatures may only be 1 on conformed copies.)
Form LLC-5.25 Illinois This space for use by
January 2000 Limited Liability Company Act Secretary of State
Jesse White Articles of Amendment
Secretary of State FILED
Department of Business Services Filing Fee (see instructions).
Limited Liability Company Division SUBMIT IN DUPLICATE MAR 29 2002
Room 351, Howlett Building Must be typewritten
Springfield, IL 62756 -----------------------
http://www.sos.state.il.us This space for use by Secretary of State JESSE WHITE
Payment may be made by business SECRETARY OF STATE
firm check payable to Secretary Date 03.29.2002
of State. (If check is returned Assigned File # 0003033-3
for any reason this filing will Filing Fee $100.00
be void.) Approved:
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1. Limited-Liability Company name DISCOUNT DEVELOPMENT SERVICES, L.L.C.
2. File number assigned by the Secretary of State: 0003033-3
3. These Articles of Amendment are effective on /X/ the file date or a later
date being not to exceed 30 days after the file date.
--------------------
4. The Articles of Organization are amended as follows: (Attach a copy of the
text of each amendment adopted.)
X a) Admission of a new member (give name and address below)
- - b) Admission of a new manager (give name and address below)
- - c) Withdrawal of a member (give name below)
X d) Withdrawal of a manager (give name below)
- - e) Change in the address of the office at which the records required by
Section 1-40 of the Act are kept (give new address, including county
below)
- - f) Change of registered agent and/or registered agent's office (give new
name and address, including county below) (Address change of P.O. Box
and c/o are unacceptable)
- - g) Change in the limited liability company's name (list below)
- - h) Change in date of dissolution or other events of dissolution enumerated
in item 8 of the Articles of Organization
X i) Other (give information below)
a) Best Benefits, Inc.
a Delaware corporation
(Sole Member)
9 W. Broad St.
Stamford, CT 60902
d) Vincent DiBenedetto
i) Change in management from Manager managed to Member managed.
LLC-5.25
5. This amendment was adopted by the managers. S. 5-25(3) / / Yes / / No
a) Not less than minimum number of managers so approved. / / Yes / / No
b) Member action was not required. / / Yes / / No
6. This amendment was adopted by the members. S. 5-25(4) /X/ Yes / / No
Not less than minimum number of members so approved.
7. I affirm, under penalties of perjury, having authority to sign hereto, that
this articles of amendment is to the best of my knowledge and belief, true,
correct and complete.
Dated February 25, 2002
---------------- ------
(Month & Day) (Year)
/s/ Vincent DiBenedetto
----------------------------------------
(Signature)
Vincent DiBenedetto, President
----------------------------------------
(Type or print Name and Title)
Best Benefits, Inc.
a Delaware corporation (Sole Member)
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(If applicant is a company or other
entity, state name of company and
indicate whether it is a member
or manager of the LLC.)
INSTRUCTIONS: * If the only change reported is a change in the registered agent
and/or registered office, the filing fee is $25.
If other changes are reported, the filing fee is $100.