Exhibit 3.37
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| | | | Commonwealth of Kentucky John Y. Brown III | | | | | | |
| | | | Secretary of State | | | | 0574773.06 John Y. Brown III Secretary of State Received and Filed 12/22/03 12:54:06PM Fee Receipt: $40.00 | | Dcornish LAOO |
| | | | Articles of Organization Limited Liability Company | | | | | | |
For the purposes of forming a limited liability company in Kentucky pursuant to KRS Chapter 275, the undersigned organizer(s) hereby submit(s) the following Articles of Organization to the Secretary of State for filing:
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Article I: The name of the limited liability company is Auto Dealers Exchange of Lexington, LLC |
Article II: The street address of the limited liability company’s initial registered office in Kentucky is
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Kentucky Home Life Building | | Louisville | | KY | | 40202 |
Street | | City | | State | | Zip |
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and the name of the initial registered agent at that office is | | CT Corporation System |
Article III: The mailing address of the limited liability company’s initial principal office is
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310 96th Street, Ste. 400 | | Indianapolis | | IN | | 46240 |
Street or PO Box Number | | City | | State | | Zip |
Article IV: The limited liability company is to be managed by:
| ¨ | a manager or managers. (must check one) |
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Executed by the Organizer(s) on | | 12/12/03 |
| | Date |
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| | /s/ Karen C. Turner |
| | Signature of Organizer |
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| | Karen C. Turner |
| | Type or Print Name of Organizer |
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| | Signature of Organizer |
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| | Type or Print Name of Organizer |
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| I,CT Corporation System, consent to serve as the registered agent on behalf of the company. |
| Type or Print Name of Organizer | | |
(See attached sheet for instructions)
ARTICLES OF MERGER
OF
ADESA LEXINGTON, INC.
INTO
AUTO DEALERS EXCHANGE OF LEXINGTON, LLC
Pursuant to the Kentucky Revised Statues, the undersigned business entities certify the following Articles of Merger adopted for the purpose of effecting a merger in accordance with the provisions of the Kentucky Business Corporation Act and the Kentucky Limited Liability Company Act (collectively, the “Acts”).
1.Surviving Company.The name, business address, type of entity and state of jurisdiction of the company that shall survive the merge is as follows:
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Name and Address | | Type of Entity | | State |
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Auto Dealers Exchange of Lexington, LLC | | Limited Liability Company | | KY |
310 E. 96th Street, Ste. 400 | | | | |
Indianapolis, IN 46240 | | | | |
2.Non-Surviving Corporation. The name, business address, type of entity and state of jurisdiction of the corporation that shall not survive the merge is as follows:
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Name and Address | | Type of Entity | | State |
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ADESA Lexington, Inc. | | Corporation | | KY |
310 E. 96th Street, Ste. 400 | | | | |
Indianapolis, IN 46240 | | | | |
3.The Plan of Merger.
a. The Plan of Merger, containing such information as required by the Acts, as set forth inExhibit A (the “Plan of Merger”), which provides that ADESA Lexington, Inc. shall merge into Auto Dealers Exchange of Lexington, LLC, was authorized and approved by the sole-member of the Surviving Company and the sole-shareholder of the Non-Surviving Corporation.
b. An executed copy of the Plan of Merger is on file at the principal place of businesses of ADESA Lexington, Inc. and Auto Dealers Exchange of Lexington, LLC and a copy shall be furnished by such entities, on written request and without cost, to any shareholder of each corporation that is a party to the Plan of Merger and to any creditor or obligee of the parties to the merger at the time of the merger if such obligation is then outstanding.
4.The Surviving Company Name. The name of the Surviving Company shall be amended as outlined by the Plan of Merger to the following:
“ADESA Lexington, LLC”.
5.Compliance.
a. The merger is permitted under the Acts and is not prohibited by the articles of organization of Surviving Company that is a party to the merger.
b. These Articles of Merger comply and were executed in accordance with the Acts.
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6.Effective Date.The merger will become effective on January 1, 2004 at 12:01 a.m. in accordance with the Acts.
IN WITNESS WHEREOF, the parties hereto have executed these Articles of Merger as of the 22nd day of December, 2003.
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Non-Surviving Corporation | | Surviving Company |
ADESA Lexington, Inc. | | Auto Dealers Exchange of Lexington, LLC |
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| /s/ Karen C. Turner | | /s/ Karen C. Turner |
| Karen C. Turner, Secretary | | Karen C. Turner, Secretary |
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0574773.06 | | Dcornish |
Trey Grayson Secretary of State | | LAOC |
Received and Filed | | |
01/31/2008 4.08.22 PM | | |
Fee Receipt: $20.00 | | |
ARTICLES OF CORRECTION
In compliance with the requirements of KRS Chapter 275.00, Section .065(2), the undersigned limited liability company, desiring to correct an inaccuracy in a document previously filed by the Secretary of State, hereby states that:
| | 1. | The name of the limited liability company is ADESA Lexington, LLC. |
| | 2. | On December 29, 2003, Articles of Merger were filed with the Secretary of State of the State of Kentucky and the Plan of Merger was attached to the Articles of Merger as Exhibit A. |
| | 3. | Article III of the Plan of Merger amended the Articles of Organization to change the name of the Surviving Company to ADESA Lexington, LLC. Article V of the Plan of Merger amended the Articles of Organization of the Surviving Company to change the name to ADESA Lansing, LLC. |
| | 4. | Article V of the Plan of Merger should be amended to state “The Articles of Organization of the Surviving Company shall be amended to change the name to the following: “ADESA Lexington, LLC”. |
IN TESTIMONY WHEREOF, the undersigned limited liability company has caused this statement to be signed by a duly authorized officer thereof this 30th day of January, 2008.
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| ADESA Lexington, LLC |
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| By: | | /s/ Rebecca Polak |
| Printed: | | Rebecca Polak |
| Title: | | Executive Vice President |
