Exhibit 3.17
State of California
LLC-1
Secretary of State
LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION
File # 200711110160
FILED
in the office of the Secretary of State of the State of California
APR 19 2007
This Space For Filing Use Only
A $ 70 00 filing fee must accompany this form.
IMPORTANT – Read instructions before completing this form.
ENTITY NAME (End the name with the words ‘Limited Liability Company or the abbreviations ‘LLC or L L C The words Limited and Company may be abbreviated to Ltd and Co respectively)
1 NAME OF LIMITED LIABILITY COMPANY
Kennedy Wilson Auction Group LLC
PURPOSE (The following statement is required by statute and should not be altered)
2 THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY – KILLEA LIMITED LIABILITY COMPANY ACT
INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 3 and 4 must be completed. If the agent is a corporation the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave item 4 blank)
3 NAME OF INITIAL AGENT FOR SERVICE OF PROCESS
Kent Y Mouton
4 IF AN INDIVIDUAL ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA CITY STATE ZIP CODE
15303 Ventura Blvd, Suite 1400 Sherman Oaks CA 91403
MANAGEMENT (Check only one)
5 THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY.
ONE MANAGER
MORE THAN ONE MANAGER
ALL LIMITED LIABILITY COMPANY MEMBER(S)
ADDITIONAL INFORMATION
6 ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES IF ANY IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE
EXECUTION
7 I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT WHICH EXECUTION IS MY ACT AND DEED
April 19, 2007
Date
SIGNATURE OF ORGANIZER
Kent Y Mouton
TYPE OR PRINT NAME OF ORGANIZER
APPROVED BY SECRETARY OF STATE
LLC–1 (REV 04/2007)
200711110160 | 3009939 | |||
STATE OF CALIFORNIA ARTICLES OF INCORPORATION WITH STATEMENT OF CONVERSION |
1. The name of this corporation is Kennedy Wilson Auction Group Inc.
2. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under theGENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
3. The name and address in the State of California of this corporation’s initial agent for service of process is:
Kent Y. Mouton
15303 Ventura Blvd., Suite 1400
Sherman Oaks, California 91403
4. This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 1,000 (one thousand).
5. The name of the converting California limited liability company is Kennedy Wilson Auction Group LLC. The limited liability company’s California Secretary of State file number is 200711110160. The principal terms of the plan of conversion were approved by a vote of the members, which equaled or exceeded the vote required under Section 17540.3. There is one class of members entitled to vote and the percentage vote required is a majority in interest of the members. The limited liability company is converting into a California stock corporation.
It is hereby declared that I am the person who executed this instrument, which execution is my act and deed on this 27th day of July 2007.
/s/ Richard “Rhett” Winchell |
Richard “Rhett” Winchell, |
Manager of Kennedy Wilson Auction Group, LLC and Incorporator |
3009939 | ||||
STATE OF CALIFORNIA ARTICLES OF INCORPORATION WITH STATEMENT OF CONVERSION |
1. The name of this corporation is Kennedy Wilson Auction Group Inc.
2. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under theGENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
3. The name and address in the State of California of this corporation’s initial agent for service of process is:
Kent Y. Mouton
15303 Ventura Blvd., Suite 1400
Sherman Oaks, California 91403
4. This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 1,000 (one thousand).
5. The name of the converting California limited liability company is Kennedy Wilson Auction Group LLC. The limited liability company’s California Secretary of State file number is 200711110160. The principal terms of the plan of conversion were approved by a vote of the members, which equaled or exceeded the vote required under Section 17540.3. There is one class of members entitled to vote and the percentage vote required is a majority in interest of the members. The limited liability company is converting into a California stock corporation.
It is hereby declared that I am the person who executed this instrument, which execution is my act and deed on this 27th day of July 2007
/s/ Richard “Rhett” Winchell |
Richard “Rhett” Winchell, |
Manager of Kennedy Wilson Auction Group, LLC and Incorporator |