Exhibit 3.35
State of Oregon
OFFICE OF THE SECRETARY OF STATE
Corporation Division
Certified Copy 351N882X7
I, SHEMIA FAGAN, Secretary of State of Oregon, and Custodian of the Seal of said State, do hereby certify:
That the attached
Document File
for
LKQ FOSTER AUTO PARTS, INC.
is a true copy of the original document(s).
In Testimony Whereof, I have hereunto set my hand andaffixed hereto the Seal of the State of Oregon.
SHEMIA FAGAN, SECRETARY OF STATE
11/23/2022
Come visit us on the internet at sos.oregon.gov/business
ARTICLES OF INCORPORATION
OF
HOPKINS WRECKING YARD, INC.
We, the undersigned, natural persons of the age of 21 years or more, acting as incorporators under the Oregon Business Corporation Act, adopt the following Articles of Incorporation:
Article 1.
The name of this corporation is Hopkins Wrecking Yard.
Article 2.
The duration of this corporation shall be perpetual.
Article 3.
The general purposes for which the corporation is organized are:
1. To engage in the business of automotive wrecking, repair, rebuilding and selling; and the operation of a wrecking and salvage business.
2. To acquire, own, maintain and operate, purchase or otherwise acquire, sell, dispose of, manufacture, fabricate, trace, deal in, hold, mortgage or otherwise encumber, improve, alter, repair and renovate anything or things of any kind or nature, which pertain to the wrecking and salvage business.
3. To acquire, own, maintain and operate a general trucking business in connection with the said wrecking and salvage business.
4. To acquire and own main patent rights of every nature and description.
5. To act as agent, broker or representative of other firms, corporations or individuals, and to collect and receive compensation for its services as such agent, broker or representative.
Page One – Articles of Incorporation
6. To act as agent and/or distributor for any and all kinds of merchandise and/or personal property.
7. To buy, sell, lease, rent, own, use and/or operate any and all types of real and personal property which might be convenient or necessary in connection with said business.
8. To carry on any and all types of business activity incident to, or in any way relating to the purposes herein-above set forth, which the corporation might consider expedient and advisable.
Article 4.
The corporation shall issue one thousand shares of stock with no par value.
Article 5.
The address of the initial registered office of the corporation shall be 514 Corbett Building, 430 S. W. Morrison St., Portland 4, Oregon; and the name of the initial registered agent at such address is John R. Sidman.
Article 6.
The number of directors constituting the initial Board of Directors of the corporation is three, and the names and addresses of the persons who are serving as directors at the first annual meeting of shareholders until their successors are elected and qualified, are:
John R. Sidmin 1135 S. W. Florida, Portland, Ore.
Ray G. Brown 4388 S. W. Fraser Ave., Portland, Ore.
Anona T. Peterson 3934 S. E. Tibbetts St., Portland, Ore.
Article 7.
The names and addresses of each of the incorporators are:
Page Two – Articles of Incorporation
John R. Sidmin 1135 S. W. Florida, Portland, Ore.
Ray G. Brown 4388 S. W. Fraser Ave., Portland, Ore.
Anona T. Peterson 3934 S. E. Tibbetts St., Portland, Ore.
Article 8.
The internal affairs of the corporation shall be propagated by the Board of Directors. The Board of Directors shall have the power to alter, amend, repeal and adopt By-Laws, as long as they are not inconsistent with the law or the Articles of Incorporation.
Dated at Portland, Oregon, this 14th day of August 1962.
/s/ John R. Sidmin John R. Sidmin | |||||
/s/ Ray G. Brown Ray G. Brown | |||||
/s/ Anona T. Peterson Anona T. Peterson | |||||
STATE OF OREGON )
) ss.
County of Multnomah )
I, /s/ Illegible , a notary public for Oregon, hereby certify that on the 14th day of August, 1962, personally appeared before me John R. Sidman, Ray G. Brown and Anona T. Peterson, who being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements contained therein are true.
/s/ Illegible Notary Public for Oregon My commission expires: 8-10-64 | |||||
Page Three – Articles of Incorporation
Articles of Amendment
to the
Articles of Incorporation
of
HOPKINS WRECKING YARD, INC.
Pursuant to the provisions of ORS 87.370 of the Oregon Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment:
1. The name of the corporation is HOPKINS WRECKING YARD, INC.
2. The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on October 22 , 1963, in the manner prescribed by the Oregon Business Corporation Act, and the text of the amendment is as follows:
To change the name from HOPKINS WRECKING YARD, INC., to
FOSTER AUTO PARTS, INC.
Article 1 is amended to read as follows:
ARTICLE 1.
The name of this corporation is FOSTER AUTO PARTS, INC.
3. The number of shares of the corporation outstanding at the time of such adoption was 100 and the number of shares entitled to vote thereon was 100 ; the number of shares voted for such amendment was 100 , and the number of shares voted against such amendment was none .
4. The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment are as follows:
Dated: October 22 , 1963.
FOSTER AUTO PARTS, INC. (HOPKINS WRECKING YARD, INC.) | |||||
By /s/ Fred J. Hopp, Jr. Its: President | |||||
and /s/ John R. Sidman Its: Secretary | |||||
STATE OF OREGON, )
) ss.
County of MULTNOMAH )
I, RUTH VANDERHOOF, a notary public, do hereby certify that on this 22nd day of October, 1963, personally appeared before me FRED J. HOPP, JR. and JOHN R. SIDMAN, who each being by me first duly sworn, severally declared that they are the President and Secretary, who signed the foregoing document as such officers of said corporation, and that the statements therein contained are true.
/s/ Ruth Vanderhoof Notary Public for Oregon | |||||
My commission expires: February 18, 1967 | |||||
ARTICLES OF MERGER
1. Names of corporations proposing to merge:
A. Foster Auto Parts, Inc., an Oregon corporation.
B. U Pull It, Ltd., an Oregon corporation.
C. A to Z U Pull It, Ltd., a Washington corporation.
2. Name of surviving corporation:
Foster Auto Parts, Inc., an Oregon corporation.
3. Set forth provisions of plan of merger or attach a copy of Plan.
See attached copy of Plan of Liquidation by Merger marked Exhibit A.
4. Shareholder vote on Plan of Merger was not required, pursuant to ORS 60.491.
The sole shareholder of U Pull It, Ltd. and A to Z U Pull It, Ltd., executed a written waiver of the mailing requirement contained in ORS 60.491(2).
The effective date of these Articles of Merger is December 31, 1991.
FOSTER AUTO PARTS, INC. By: /s/ Fred Hopp FRED HOPP, President Dated: 12/31/1991 | U PULL IT, LTD. By: /s/ Fred Hopp FRED HOPP, President Dated: 12/31/1991 | ||||
A TO Z U PULL IT, LTD. By: /s/ Fred Hopp FRED HOPP, President | |||||
Person to contact about this filing:
Terry DeSylvia, Esq.
Brownstein, Rask, Sweeney,
Kerr, Grim, DeSylvia
1200 S.W. Main
Portland, Oregon 97205
Telephone: (503) 221-1772
PLAN OF (LIQUIDATION BY) MERGER
This Plan of (Liquidation by) Merger between Foster Auto Parts, Inc., an Oregon corporation, (hereafter called “Foster” or the Surviving Corporation) and U Pull It, Ltd., an Oregon corporation, (hereafter called “U Pull It”) and A to Z U Pull It, Ltd., a Washington corporation (hereafter called “A to Z”) is adopted as of the effective date listed below.
WHEREAS:
1. The Boards of Directors of Foster, U Pull It and A to Z deem it desirable and in the best interests of all the corporations and their respective shareholders that U Pull It and A to Z be liquidated by merger into Foster to save costs, avoid duplication of bookkeeping and accounting work, and reduce administrative expenses.
2. The Boards of Directors of Foster, U Pull It and A to Z have resolved that Foster, U Pull It and A to Z shall merge pursuant to Oregon law into a single corporation existing under Oregon law, to wit: Foster, an Oregon corporation, which shall be the Surviving corporation in a transaction qualifying as a parent-subsidiary complete liquidation within the meaning of Sections 332 and 334(b) of the Internal Revenue Code of 1986, as amended, and under the corporate merger laws of the State of Oregon.
3. The authorized capital stock of Foster consists of 1,000 shares of common stock, no par value (the “Foster common stock”), of which 100 shares are issued and outstanding to the shareholders listed on attached Schedule A.
4. The authorized capital stock of U Pull It consists of 500 shares of common stock, no par value, of which 100 shares are issued and outstanding to the sole Shareholder, Foster.
5. The authorized capital stock of A to Z consists of 100 shares of common stock, no par value of which 100 shares are issued and outstanding to the sole shareholder, Foster.
Pursuant to ORS 60.491, the Board of Directors of Foster has approved the Plan of (Liquidation by) Merger on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual agreements, provisions and covenants of the parties, the parties agree, in accordance with the applicable federal tax law and laws of the State of Oregon, that U Pull It and A to Z shall be liquidated by merging into Foster as of the effective date to become a single corporation existing under Oregon law, to wit: Foster Auto Parts, Inc., which shall be the Surviving Corporation, and the parties adopt the following agreements, terms and conditions relating to the merger and the mode of carrying the same into effect.
1. Action by Board of Directors; Filings; Effects of Merger.
1.1 Action by Board of Directors of Foster. On or before the effective date, the Board of Directors of Foster shall adopt this Plan of (Liquidation by) Merger in accordance with Oregon law intending to accomplish a complete parent-subsidiary liquidation under Section 332 and 334(b) of the IRC.
1.2 Filing of Articles of Merger. Upon adoption of this Plan of (Liquidation by) Merger by the Board of Directors of Foster; U Pull It, Ltd. And A to Z U Pull It, Ltd., and said Plan of (Liquidation by) Merger is not thereafter terminated or abandoned as permitted herein, then Articles of Merger shall be filed and recorded in accordance with Oregon law with the merger to be effective on December 31, 1991, regardless of when the Articles of Merger are actually filed in the office of the Secretary of the State of Oregon and said Secretary of State actually issues a Certificate of Merger to Foster.
1.3 Certain Effects of Liquidation by Merger. Foster, U Pull It and A to Z shall be merged into a single corporation by U Pull It and A to Z merging into and with Foster, which shall survive the merger, pursuant to the provisions of ORS 60.481 et seq. Upon such merger, the separate corporate existence of U Pull It and A to Z shall cease and the Surviving Corporation shall become the owner, without other transfer, of all of the rights and property of Foster, U Pull It and A to Z, and the Surviving Corporation shall become subject to all the debts and liabilities of U Pull It and A to Z in the same manner as if the Surviving Corporation had itself incurred them. For federal tax purposes, all aspects of the tax accounting of Foster shall be as if Foster had been completely liquidated on a tax-free basis in accordance with Sections 332 and 334(b) of the Internal Revenue Code on the effective date hereof.
2. Name of Surviving Corporation. The name of the Surviving Corporation shall be Foster Auto Parts, Inc, an Oregon corporation. The purposes, county where the principal office for the transaction of business shall be located, and county where the registered office shall be located, shall be as appears in the Articles of Incorporation of the Surviving Corporation filed with the State of Oregon.
3. Articles of Incorporation. The Articles of Incorporation of Foster shall from and after the effective date be and continue to be the Certificate of Incorporation of the Surviving Corporation until changed or amended as provided by law.
4. Bylaws. The Bylaws of Foster shall from and after the effective date be and continue to be the Bylaws of the Surviving Corporation until amended as provided herein.
5. Names and Addresses of Directors. The names and addresses of the persons who shall constitute the Board of Directors of Foster and who shall hold office until the next annual meeting of the Shareholders of the Surviving Corporation are as follows:
Fred Hopp
Foster Auto Parts, Inc.
10355 S.E. Foster Rd.
Portland, Oregon
6. Status and Conversion of Securities. The method of converting the shares of U Pull It and A to Z into shares of the Surviving Corporation shall be as follows:
6.1 U Pull It and A to Z Common Stock. All issued and outstanding shares of U Pull It and A to Z common stock immediately before the effective date shall, by virtue of the merger and at the effective date, cease to exist and certificates representing such shares shall be cancelled.
7. Termination. The Directors of Foster may, in their discretion, abandon this Plan of (Liquidation by) Merger, subject to the rights of third parties under contracts relating thereto, without further action or approval by the shareholders of the corporation, at any time before the merger has been completed.
This Plan of (Liquidation by) Merger may be executed in any number of counterparts, and all such counterparts and copies shall be and shall constitute an original instrument.
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IN WITNESS WHEREOF, The parties hereto have caused this Plan of (Liquidation of) Merger to be executed by their respective officers thereunto duly authorized effective this 31st day of December 1991.
FOSTER AUTO PARTS, INC. an Oregon corporation (“FOSTER”) By: /s/ Fred Hopp FRED HOPP, President | U PULL IT, LTD. an Oregon corporation (“U PULL IT”) By: /s/ Fred Hopp FRED HOPP, President | ||||
A TO Z U PULL IT, LTD. a Delaware corporation By: /s/ Fred Hopp FRED HOPP, President | |||||
ARTICLES OF MERGER
1. Names of corporations proposing to merge:
A. Foster Auto Parts, Inc., an Oregon corporation, State of Oregon Registry No. 70185-18.
B. A & F Auto Paint Supply Company, an Oregon corporation, State of Oregon Registry No. 459707-87.
2. Name of surviving corporation:
Foster Auto Parts, Inc., an Oregon corporation.
3. The Plan of Merger is attached as Exhibit “A”.
4. Shareholder vote on the Plan of Merger was required.
Shareholder voting was as follows:
Shareholder voting was as follows:
A. FOSTER AUTO PARTS, INC.: Total number of shares outstanding entitled to a vote, 100; Voting in favor of a merger, 100; Against merger, 0;
B. A & F AUTO PAINT SUPPLY COMPANY: Total number of shares outstanding entitled to a vote, 100; Voting in favor of a merger, 100; Against merger, 0; and
5. The effective date of this Merger shall be June 1, 1996.
FOSTER AUTO PARTS, INC. By: /s/ Fred Hopp FRED J. HOPP, President | A & F AUTO PAINT SUPPLY COMPANY By: /s/ Fred Hopp FRED J. HOPP, President | ||||
Person to contact about this Merger:
Terry DeSylvia, Esq.
Brownstein, Rask, Arens, et al.
1200 S.W. Main Building
Portland, Oregon 97204
Telephone: (503) 221-1772
AGREEMENT AND PLAN OF MERGER
1. Parties.
The parties to this Agreement and Plan of Merger are Foster Auto Parts, Inc., an Oregon corporation, (hereafter called “FAP” or the Surviving Corporation) and A & F Auto Paint Supply Company, Inc., an Oregon corporation (hereafter called “A&F”).
2. Recitals.
2.1 The parties deem it desirable and in their best interest and that of their respective shareholders to merge to avoid duplication of bookkeeping and accounting work, and reduce administrative, warehousing, vehicle and direct labor expenses associated with sales and delivery functions.
2.2 The merger is intended to be a statutory merger pursuant to Oregon law, in which A&F merges with and into FAP, which shall be the Surviving Corporation, qualifying as a reorganization under IRC § 368(a)(1)(A).
2.3 The authorized capital stock of FAP consists of 1,000 shares of common stock, no par value (the “FAP common stock”), of which 100 shares are issued and outstanding to Fred J. Hopp.
2.4 The authorized capital stock of A&F consists of 1,000 shares of common stock, no par value, of which 100 shares are issued and outstanding to Fred J. Hopp.
3. Merger.
In consideration of the mutual agreements, provisions and covenants of the parties, the parties agree, in accordance with applicable federal tax law and laws of the State of Oregon, A&F shall be merged with and into FAP as of the effective date to become a single corporation existing under Oregon law, to wit: FAP, Inc., which shall be the Surviving Corporation.
4. Action by Board of Directors; Filings; Effects of Merger.
4.1 On or before the effective date this Plan of Merger shall be presented to the Directors and Shareholders of the parties for approval.
4.2 Upon adoption of this Plan of Merger by the Directors and Shareholders of the parties, provided the Plan is not thereafter terminated, Articles of Merger shall be filed and recorded in accordance with Oregon law.
PAGE 1 – PLAN OF MERGER
4.3 FAP, and A&F shall be merged into a single corporation by A&F merging into and with FAP which shall survive the merger, pursuant to the provisions of ORS 60.481 et seq. Upon such merger, the separate corporate existence of A&F shall cease and the Surviving Corporation shall become the owner, without other transfer, of all of the rights and property of A&F, and the Surviving Corporation shall become subject to all the debts and liabilities of A&F in the same manner as if the Surviving Corporation had itself incurred them. For federal tax purposes, the merger shall be considered a statutory merger qualifying as a reorganization under IRC § 368(a)(1)(A).
5. Name of Surviving Corporation.
The name of the Surviving Corporation shall be FAP, Inc., an Oregon corporation. The purposes, county where the principal office for the transaction of business shall be located, and county where the registered office shall be located, shall be as appears in the Articles of Incorporation of the Surviving Corporation, as amended on record with the State of Oregon.
6. Articles of Incorporation.
The Articles of Incorporation of FAP, as amended shall from and after the effective date be and continue to be the Articles of the Surviving Corporation until changed or amended as provided by law.
7. Bylaws.
The Bylaws of FAP shall from and after the effective date be and continue to be the Bylaws of the Surviving Corporation until amended as provided herein.
8. Officers and Directors.
The board of directors and officers of the Surviving Corporation shall be the persons who were the directors and officers of FAP immediately prior to the Effective Date and who shall hold office until the next annual meeting of the directors and shareholders of the surviving corporation.
9. Status and Conversion of Securities.
9.1 Each share of the common capital stock of A&F issued and outstanding immediately prior to the Effective Date shall be converted into one share of fully paid non-assessable share of the common capital stock of the Surviving Corporation.
PAGE 2 – PLAN OF MERGER
9.2 Each share of the common capital stock of FAP issued and outstanding immediately prior to the Effective Date shall continue to be an issued and outstanding share of fully paid non-assessable capital stock of the Surviving Corporation.
9.3 Each certificate that, prior to the Effective Date, represented shares of common stock of FAP from and after the Effective Date, shall represent shares of common stock of the Surviving Corporation. Each certificate that, prior to the Effective Date represented shares of common stock of A&F, from and after the Effective Date shall represent the number of shares of common stock of FAP into which such shares are converted. Each holder of shares of common stock of A&F that are converted by the merger into shares of common stock of the Surviving Corporation, upon surrender of the certificate therefore to the Surviving Corporation, shall be entitled to receive a certificate evidencing the ownership of shares of the Surviving Corporation into which such shares of common stock of A&F is converted at the Effective Date.
10. Termination.
10.1 This Plan shall automatically terminate in the event it is not adopted by the holders of a majority of the outstanding shares of stock of A&F or FAP, respectively, entitled to vote thereon.
10.2 This Plan may be terminated and the merger abandoned at any time prior to the Effective Date, whether before or after submission to or approval by the shareholders of the parties, upon the written consent of all parties.
10.3 In the event of termination of this Agreement as provided in this Section 10, this Agreement shall become wholly void and of no effect, each party shall bear its own expenses, and, except for liability of a party when default by such party has occasioned the termination of this Agreement by the non-defaulting party, there shall be no liability or obligation on the part of either party.
11. Effective Date.
The Effective Date of this Plan of Merger shall be June 1, 1996.
FOSTER AUTO PARTS, INC. an Oregon Corporation /s/ Fred Hopp By: Fred J. Hopp, President | A & F AUTO PAINT SUPPLY COMPANY an Oregon Corporation /s/ Fred Hopp By: Fred J. Hopp, President | ||||
