EX-3.49 49 a2107595zex-3_49.txt EX-3.49 Exhibit 3.49 FORM B BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF (THESE ARTICLES MUST BE FILED IN DUPLICATE) STATE OF ILLINOIS, ) ) ss. COOK COUNTY ) TO PAUL POWELL, Secretary of State The undersigned,
Address Name Number Street City State -------------------------------------------------------------------------------- Stephen M. Neumer 208 S. LaSalle Street, Chicago, Illinois -------------------------------------------------------------------------------- E. Leonard Rubin 919 N. Michigan, Chicago, Illinois -------------------------------------------------------------------------------- Louis M. Gibson 919 N. Michigan, Chicago, Illinois --------------------------------------------------------------------------------
being one or more natural persons of the age of twenty-one years or more or a corporation, and having subscribed to shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under "The Business Corporation Act" of the State of Illinois, do herby adopt the following Articles of Incorporation: ARTICLE ONE The name of the corporation hereby incorporated is: PLAYBOY PREFERRED, INC. ARTICLE TWO The ADDRESS of its initial registered office in the State of Illinois is: ____________ in the City of Chicago (60611) County of Cook and the NAME of its initial Registered Agent at SAID ADDRESS is William H. Klein ARTICLE THREE The duration of the corporation is: PERPETUAL ARTICLE FOUR The purpose or purposes for which the corporation is organized are: To enter into, make and perform contracts, of every kind and description with any person, firm, association, corporation or governmental agency. To purchase, or otherwise acquire, invest in, own, sell, assign, transfer or otherwise dispose of, trade, deal in and deal with goods, wares and personal property of every class and description as merchants, wholesale and retail, consignees, assignees, importers and exporters. To act as Brokers for various insurance companies and other insurers, selling to diverse persons, firms, or corporations, insurance and insurance policies of any kind and character issued by any such insurance company or other insurer. To purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of, real property of every class and description in any of the States, Districts or Territories of the United States, and in any and all foreign countries. In general, to carry on any other business in connection with the foregoing and to have and exercise all the powers conferred by the Laws of Illinois upon corporations formed under the Illinois Business Corporation Act, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do. ARTICLE FIVE PARAGRAPH 1: The aggregate number of shares which the corporation is authorized to issue is 100, divided into No classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:
Class Series Number of Par value per share or statement that shares are (If any) Shares without par value Common None 100 $100
2 PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: ARTICLE SIX The class and number of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are:
Class of shares Number of shares Total consideration to be received therefor: Common 10 $ 1,000.00 $
ARTICLE SEVEN The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares. ARTICLE EIGHT The number of directors to be elected at the first meeting of the shareholders is: THREE ARTICLE NINE Paragraph 1: It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be $___________ Paragraph 2: It is estimated that the value of the property to be located within the State of Illinois during the following year will be $___________ Paragraph 3: It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $_______ Paragraph 4: It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $_______________ NOTE: If all the property of the corporation is to be located in this State and all of its business is to be transacted at or from places of business in this State, or if the incorporators elect to pay the initial franchise tax on the basis of its entire 3 stated capital and paid-in surplus, then the information called for in Article Nine need not be stated. The incorporators hereby elect to pay Franchise Tax on the basis of its entire stated capital and paid-in surplus. /s/ Stephen M. Neumer ------------------------- /s/ E. Leonard Rubin ------------------------- /s/ Louis M. Gibson ------------------------- ------------------------- } Incorporators ------------------------- ------------------------- ------------------------- NOTE: There may be one or more incorporators. Each incorporator shall be either a corporation, domestic or foreign, or a natural person of the age of twenty-one years or more. If a corporation acts as incorporator, the name of the corporation and state of incorporation shall be shown and the execution must be by its President or Vice-President and verified by him, and the corporate seal shall be affixed and attested by its Secretary or an Assistant Secretary. OATH AND ACKNOWLEDGMENT STATE OF ILLINOIS ) )ss. Cook County ) I, Jane Spradling, a Notary Public, do hereby certify that on the 8th day of August, 1966. Stephen M. Neumer, E. Leonard Rubin & Louis M. Gibson personally appeared before me and being first duly sworn by me acknowledged the signing of the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. /s/ Jane Spradling [SEAL] ------------------------- Notary Public 4 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF PLAYBOY PREFERRED, INC. To PAUL POWELL, Secretary of State Springfield, Illinois The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of "The Business Corporation Act" of the State of Illinois, hereby executes the following Articles of Amendment: ARTICLE FIRST: The name of the corporation is: PLAYBOY PREFERRED, INC. ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by "The Business Corporation Act" of the State of Illinois: (Article Four is amended by substituting the following for the third paragraph thereof:) To be a Broker or Agent to effectuate contracts for any or all of the following types of insurance: Life, Accident & Health, Fire, Casualty, Motor Vehicle. ARTICLE THIRD: The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was ten (10); and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows:
CLASS NUMBER OF SHARES
ARTICLE FOURTH: The number of shares voted for said amendment or amendments was ten (10); and the number of shares voted against said amendment or amendments was -0-. The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was:
CLASS NUMBER OF SHARES VOTED FOR AGAINST
Item 1. On the date of the adoption of this amendment, restating the articles of incorporation, the corporation had _____ shares issued, itemized as follows:
CLASS SERIES NUMBER OF PAR VALUE PER SHARE OR STATEMENT (IF ANY) SHARES THAT SHARES ARE WITHOUT PAR VALUE
Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $__________ and a paid-in surplus of $__________ or a total of $______________. ARTICLE FIFTH: The manner in which the exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows: ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or amendments effect a change in the amount of stated capital or the amount of paid-in surplus, or both, is as follows: 2 Paragraph 2: The amounts of stated capital and of paid-in surplus as changed by this amendment are as follows:
BEFORE AMENDMENT AFTER AMENDMENT Stated capital........... $ $ Paid-in surplus.......... $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its Vice President, and its corporate seal to be hereto affixed, attested by its Secretary this 19th day of August, 1966. PLAYBOY PREFERRED, INC. /s/ Eldon Sellers ----------------------------- Its Vice President Place (CORPORATE SEAL) Here /s/ R. J. Preuss --------------------------- Its Secretary STATE OF ILLINOIS, ) )ss. COOK COUNTY ) I, E. Leonard Rubin, a Notary Public do hereby certify that on the 30th day of August, 1966, Eldon Sellers personally appeared before me and being first duly sworn by me acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. /s/ E. Leonard Rubin ----------------------------- Notary Public [SEAL] 3 Form BCA-5.10 STATEMENT OF CHANGE NFP-105.10 OF REGISTERED AGENT AND/OR REGISTERED OFFICE File #D4682-393-1 -------------------------------------------------------------------------------- FILED JUN 13 1994 GEORGE H. RYAN SECRETARY OF STATE -------------------------------------------------------------------------------- 1. CORPORATE NAME: Playboy Preferred, Inc. 2. STATE OF COUNTRY OF INCORPORATION: Illinois -------------------------------------------------------------------------------- 3. Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (BEFORE CHANGE): Registered Agent The Prentice-Hall Corporation System, Inc. ------------------------------------------------------------ FIRST NAME MIDDLE NAME LAST NAME Registered Office33 North Lasalle St. ------------------------------------------------------------ NUMBER STREET SUITE NO. (A.P.O. BOX ALONE IS NOT ACCEPTABLE) Chicago, IL 60602 Cook ------------------------------------------------------------ CITY ZIP CODE COUNTY 4. Name and address of the registered agent and registered office shall be (AFTER ALL CHANGES HEREIN REPORTED): Registered Agent C T CORPORATION SYSTEM ------------------------------------------------------------ FIRST NAME MIDDLE NAME LAST NAME Registered Office C/O C T Corporation System, 208 S. La Salle Street ------------------------------------------------------------ NUMBER STREET SUITE NO. (A.P.O. BOX ALONE IS NOT ACCEPTABLE) Chicago 60604 Cook ------------------------------------------------------------ CITY ZIP CODE COUNTY 5. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical. 6. The above change was authorized by: ("X" ONE BOX ONLY) a. /X/ By resolution duly adopted by the board of directors. (NOTE 5) b. / / By action of the registered agent. (NOTE 6) NOTE: When the registered agent changes, the signatures of both President and Secretary are required. 7. (IF AUTHORIZED BY THE BOARD OF DIRECTORS, SIGN HERE. SEE NOTE 5) The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true. Dated MAY 20, 19, 94 PLAYBOY PREFERRED, INC. attested by /s/ Irma Villarreal By /s/ Howard Shapiro -------------------------------- ------------------------------ (SIGNATURE OF SECRETARY OR (SIGNATURE OF PRESIDENT OR ASSISTANT SECRETARY) VICE PRESIDENT) Irma Villarreal, Secretary Howard Shapiro, Vice President -------------------------------- -------------------------------- (TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE) (IF CHANGE OF REGISTERED OFFICE BY REGISTERED AGENT, SIGN HERE. SEE NOTE 6) The undersigned, under penalties of perjury, affirms that the facts stated herein are true. Dated _______________________________ 19,94__ -------------------------------- (SIGNATURE OF REGISTERED AGENT OF RECORD) (ILL. -581-5/14/91)