Exhibit 3.37
CERTIFICATE OF AMENDMENT TO
ARTICLES OF ORGANIZATION
PENNY’S CONCRETE AND READY MIX, L.L.C.,
a Kansas Limited Liability Company
We, CONCRETE SUPPLY OF TOPEKA, INC., Manager, and LARRY D. MARNEY, Member and Resident Agent of the above-named limited liability company (“the L.L.C.”), organized and existing under the laws of the State of Kansas, do hereby certify that at a meeting of the Members, a majority of the Members entitled to vote, adopted a resolution setting forth the following amendment to the Articles of Organization and declaring its advisability effective January 1, 1998:
1) RESOLVED, that any one of the following is hereby authorized to act on behalf of the Company in designating the authority to transfer its funds, make payment orders or give other orders or instructions to borrow funds, and do all other things which may be necessary or desirable on connection with the Company:
Name | Title | |
Larry D. Marney | Member | |
Concrete Supply of Topeka, Inc. | Manager |
2) RESOLVED, that the Operating Agreement of the Company dated February 1, 1994, is hereby amended as set forth in the executed Amended Operating Agreement dated January 1, 1998.
3) RESOLVED that effective January 1, 1998, the sole members of the L.L.C. and their percentages of ownership interest are:
Name | Percentage of Ownership | |||
Larry D. Marney | 50 | 1/2% | ||
Stacey L. Musa | 24 | 3/4% | ||
Joseph D. Marney | 24 | 3/4% | ||
We further certify that pursuant to the resolution and in accordance with the Operating Agreement of the L.L.C. dated February 1, 1994, as amended January 1, 1998, and the laws of the State of Kansas, a majority of all members of the L.L.C. entitled to vote, voted in favor of the proposed amendment.
We further certify that the amendment was duly adopted in accordance with the provisions of K.S.A. 17-7610, as amended, effective January 1, 1998.
IN WITNESS WHEREOF, we have this 7th day of April, 1998.
| CONCRETE SUPPLY OF TOPEKA, INC. | ||
| (Manager) | ||
| by: | /s/ Larry D. Marney | |
| Larry D. Marney | ||
| President | ||
/s/ Larry D. Marney | ||
| Larry D. Marney | ||
| Member and Resident Agent | ||
| STATE OF KANSAS | ) | |
| ) SS: | ||
| COUNTY OF SHAWNEE | ) |
BE IT REMEMBERED, that on this 7th day of April, 1998, before me, the undersigned, a Notary Public in and for the County and State aforesaid, personally appeared Larry D. Marney, President of Concrete Supply of Topeka, Inc., as Manager, and Larry D. Marney, individually, as Member and Resident Agent, who are known to me to be the same persons who executed the foregoing certificate and duly acknowledged its execution of the same.
| /s/ Patricia A. Chilton |
| Notary Public |
My appointment expires: 9/9/98
-2-
State of Kansas/Domestic For Profit
Limited Liability Company
CERTIFICATE OF AMENDMENT TO
ARTICLES OF ORGANIZATION
PENNY’S CONCRETE AND READY MIX, L.L.C.,
a Kansas Limited Liability Company
We, CONCRETE SUPPLY OF TOPEKA, INC., Manager, and LARRY D. MARNEY, Member and Resident Agent of the above-named limited liability company (“the L.L.C.”), organized and existing under the laws of the State of Kansas, do hereby certify that at a meeting of the Members, a majority of the Members entitled to vote, adopted a resolution setting forth the following amendment to the Articles of Organization and declaring its advisability effective January 1, 1998:
1) RESOLVED, that any one of the following is hereby authorized to act on behalf of the Company in designating the authority to transfer its funds, make payment orders or give other orders or instructions to borrow funds, and do all other things which may be necessary or desirable on connection with the Company:
Name | Title | |
Larry D. Marney | Member | |
Concrete Supply of Topeka, Inc. | Manager |
2) RESOLVED, that the Operating Agreement of the Company dated February 1, 1994, is hereby amended as set forth in the executed Amended Operating Agreement dated January 1, 1998.
3) RESOLVED that effective January 1, 1998, the sole members of the L.L.C. and their percentages of ownership interest are:
Name | Percentage of Ownership | |||
Larry D. Marney | 50 | 1/2% | ||
Stacey L. Musa | 24 | 3/4% | ||
Joseph D. Marney | 24 | 3/4% | ||
We further certify that pursuant to the resolution and in accordance with the Operating Agreement of the L.L.C. dated February 1, 1994, as amended January 1, 1998, and the laws of the State of Kansas, a majority of all members of the L.L.C. entitled to vote, voted in favor of the proposed amendment.
We further certify that the amendment was duly adopted in accordance with the provisions of K.S.A. 17-7610, as amended, effective January 1, 1998.
IN WITNESS WHEREOF, we have this 7th day of April, 1998.
| CONCRETE SUPPLY OF TOPEKA, INC. | ||
| (Manager) | ||
| by: | /s/ Larry D. Marney | |
| Larry D. Marney | ||
| President | ||
/s/ Larry D. Marney | ||
| Larry D. Marney | ||
| Member and Resident Agent | ||
| STATE OF KANSAS | ) | |
| ) SS: | ||
| COUNTY OF SHAWNEE | ) |
BE IT REMEMBERED, that on this 7th day of April, 1998, before me, the undersigned, a Notary Public in and for the County and State aforesaid, personally appeared Larry D. Marney, President of Concrete Supply of Topeka, Inc., as Manager, and Larry D. Marney, individually, as Member and Resident Agent, who are known to me to be the same persons who executed the foregoing certificate and duly acknowledged its execution of the same.
| /s/ Patricia A. Chilton |
| Notary Public |
My appointment expires: 9/9/98
-2-
STATE OF KANSAS
Secretary of State
Memorial Hall, 1st Floor
120 SW 10th Avenue
Topeka, KS 66612-1594
CERTIFICATE OF MERGER
October 3, 2014
| 1. | The name, jurisdiction of organization and type of entity of each of the entities which are to merge is: |
| a) | PENNY’S CONCRETE AND READY MIX, L.L.C., Kansas limited liability company; and |
| b) | BUILDERS CHOICE CONCRETE COMPANY OF MISSOURI, L.L.C., a Missouri limited liability company. |
| 2. | An Agreement of Merger has been executed and approved by PENNY’S CONCRETE AND READY MIX, L.L.C. in accordance with K.S.A. 17-7681 and by BUILDERS CHOICE CONCRETE COMPANY OF MISSOURI, L.L.C. in accordance with RSMo. 347.127 to 347.135. |
| 3. | The name of the surviving entity is PENNY’S CONCRETE AND READY MIX, L.L.C. |
| 4. | The effective date and time of the merger is October 14, 2014. |
| 5. | The executed Agreement of Merger is on file at the principal place of business of PENNY’S CONCRETE AND READY MIX, L.L.C., the surviving entity, at 2500 SW East Circle Drive North, Topeka, KS 66606. |
| 6. | A copy of the Agreement of Merger will be furnished by PENNY’S CONCRETE AND READY MIX, L.L.C., on request and without cost, to any member of each of PENNY’S CONCRETE AND READY MIX, L.L.C. and BUILDERS CHOICE CONCRETE COMPANY OF MISSOURI, L.L.C. |
[Signature page follows.]
IN AFFIRMATION THEREOF, THE FACTS STATED ABOVE ARE TRUE:
| PENNY’S CONCRETE AND READY MIX, L.L.C. | ||
| By: | /s/ Anne Benedict | |
| Name: Anne Benedict | ||
| Title: Secretary | ||
[KS Certificate of Merger]
