Exhibit 3.1
UNITED STATES OF AMERICA
The State of Michigan
Michigan Department of Consumer and Industry Services
Lansing, Michigan
This is Certify that the annexed copy has been compared by me with the record
on file in this Department and that the same is a true copy thereof.
This certificate is in due form, made by me as the proper officer, and is
entitled to have full faith and credit given it in every court and office
within the United States.
In testimony whereof, I have hereunto
set my hand, in the City of Lansing,
this 1st day of November, 2001
/s/ Andrew L. Metcalf, Jr., Director
Bureau of Commercial Services
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
MAR 15 2000 This document is effective on the date filed, unless
a subsequent effective date within 90 days after
received date is stated in the document.
Ph. 517-663-2525 Ref #020039 FILED MAR 15 2000
Attn: Cheryl J. Bixby Administrator
MICHIGAN RUNNER SERVICE Corp., Securities & Land Dev. Bureau
P.O. BOX 266
Eaton Rapids, MI 48827 EFFECTIVE DATE
Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.
ARTICLES OF ORGANIZATION
For use by Domestic Limited Liability Companies
(Please read information and instructions on last page) B 67-453
Pursuant to the provisions of Act 23, Public Acts of 1993, the
undersigned execute the following Articles:
ARTICLE I
The name of the limited liability company is: DaimlerChrysler Financial
Services (debis) North America L.L.C.
ARTICLE II
The purpose or purposes for which the limited liability company is formed is
to engage in any activity within the purposes for which a limited liability
company may be formed under the Limited Liability Company Act of Michigan.
ARTICLE III
The duration of the limited liability company if other than perpetual is:
Perpetual
ARTICLE IV
1. The street address of the location of the registered office is:
c/o The Corporation Company, 30600 Telegraph Road, Bingham Farms, Michigan 48025
(Street Address) (City) (ZIP Code)
2. The mailing address of the registered office if different than above:
______________________________________________________________, Michigan _________
(Street Address or P.O. Box) (City) (ZIP Code)
3. The name of the resident agent at the registered office is: The Corporation
Company
ARTICLE V (Insert any desired additional provision authorized by the Act;
attach additional pages if needed.)
The business of the limited liability company is to be managed by managers
instead of by its member.
Signed this 15 day of March, 2000
By /s/ Silvia M. Kleer
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(Signature)
Silvia M. Kleer
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(Type or Print Name)
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
CORPORATION AND LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
This document is effective on the date filed, unless
a subsequent effective date within 90 days after
received date is stated in the document.
FILED OCT 17 2000 Tran info: 1 3244010-1 10/12/2000
Chk#: 104026735
ID: Amt: $25.00
C CORPORATION SYSTEM
Administrator
CT Corporation System, MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
Attention: Kimberly S. Gretel CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
30600 Telegraph Road, Suite 3275
Bingham Farms, MI 48025 EFFECTIVE DATE December 31, 2005
Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.
CERTIFICATE OF ASSUMED NAME
For use by Corporations, Limited Partnerships and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or
limited liability company in item one executes the following Certificate:
1. The name of the corporation, limited partnership, or limited liability
company is:
DaimlerChrysler Financial Services (debis) North America L.L.C.
2. The identification number assigned by the Bureau is: B67453
3. The assumed name under which business is to be transacted is:
Chrysler Financial
4. This document is hereby signed as required by the Act.
COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 3 day of October, 2000
By /s/ Christopher A. Taravella
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(Signature)
Christopher A. Taravella Manager
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(Type or Print Name) (Type or Print Title)
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(Limited Partnerships Only - Indicate Name of General Partner
if the General Partner is a corporation or other entity)
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
Date Received (FOR BUREAU USE ONLY)
FEB 08 2001 This document is effective on the date filed, unless a subsequent
effective date within 90 days after received date is stated in the
document.
FILED FEB 08 2001
Administrator
BUREAU OF COMMERCIAL SERVICES
517-663-2525 Ref # 11053
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827 EFFECTIVE DATE
Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF ORGANIZATION
For use by Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 23, Public Acts of 1993, the
undersigned limited liability company executes the following Certificate of
Amendment:
1. The present name of the limited liability company is:
DaimlerChrysler Financial Services (debis) North America L.L.C.
2. The identification number assigned by the Bureau is: B67453
3. The date of filing of its original Articles of Organization was:
March 15, 2000
4. Article _______ of the Articles of Organization is hereby amended to read
as follows:
The name of the limited liability company is: DaimlerChrysler Services
North America LLC
5. /_/ The amendment was approved by a majority vote of the members entitled
to vote.
/_/ The amendment was approved by unanimous vote of all of the members
entitled to vote.
This Certificate is hereby signed as required by Section 103 of the Act.
Signed this 7th day of February, 2001
By /s/ David H. Olsen
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(Signature of Member or Manager)
David H. Olsen, Manager
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(Type or Print Name)
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
Date Received (FOR BUREAU USE ONLY)
MAR 27 2001 This document is effective on the date filed, unless a subsequent
effective date within 90 days after received date is stated in the
document.
FILED MAR 27 2001
CIS Administrator
Michigan Runner Service BUREAU OF COMMERCIAL SERVICES
PO Box 266
Eaton Rapids, MI 48827-0266 EFFECTIVE DATE December 31, 2006
Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.
CERTIFICATE OF ASSUMED NAME
For use by Corporations, Limited Partnerships and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or
limited liability company in item one executes the following Certificate:
1. The name of the corporation, limited partnership, or limited liability
company is:
DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC
2. The identification number assigned by the Bureau is: B67453
3. The assumed name under which business is to be transacted is:
FREIGHTLINER FINANCIAL
4. This document is hereby signed as required by the Act.
COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 20th day of March, 2001
By /s/ David H. Olsen
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(Signature)
DAVID H. OLSEN MANAGER
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(Type or Print Name) (Type or Print Title)
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(Limited Partnerships Only - Indicate Name of General Partner
if the General Partner is a corporation or other entity)
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
Date Received (FOR BUREAU USE ONLY)
JUN 01 2001 This document is effective on the date filed, unless a subsequent
effective date within 90 days after received date is stated in the
document.
FILED JUN 01 2001
517-663-2525 Ref # 13391
Attn: Cheryl J. Bixby Administrator
MICHIGAN RUNNER SERVICE BUREAU OF COMMERCIAL SERVICES
P.O. Box 266
Eaton Rapids, MI 48827 EXPIRATION DATE December 31, 2006
Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.
CERTIFICATE OF ASSUMED NAME
For use by Corporations, Limited Partnerships and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or
limited liability company in item one executes the following Certificate:
1. The name of the corporation, limited partnership, or limited liability
company is:
DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC
2. The identification number assigned by the Bureau is: B67453
3. The assumed name under which business is to be transacted is:
MERCEDES-BENZ CREDIT OF MICHIGAN
4. This document is hereby signed as required by the Act.
COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 9th day of March, 2001
By /s/ David Olsen
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(Signature)
DAVID H. OLSEN MANAGER
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(Type or Print Name) (Type or Print Title)
-------------------------------------------------------------
(Limited Partnerships Only - Indicate Name of General Partner
if the General Partner is a corporation or other entity)
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
Date Received (FOR BUREAU USE ONLY)
OCT 29 2001 This document is effective on the date filed, unless a subsequent
effective date within 90 days after received date is stated in the
document.
FILED OCT 29 2001
517-663-2525 Ref # 16797 Administrator
Attn: Cheryl J. Bixby BUREAU OF COMMERCIAL SERVICES
MICHIGAN RUNNER SERVICE
P.O. Box 266 EFFECTIVE DATE 11-30-01 (11:58 pm)
Eaton Rapids, MI 48827 Expiration date for new assumed names: December 31,
Expiration date for transferred assumed names appear in Item 7
Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.
CERTIFICATE OF MERGER
For use by Limited Liability Companies
(Please read information and instructions on last page)
Pursuant to the provisions of Act 23, Public Acts of 1993, the
undersigned limited liability companies execute the following Certificate of
Merger:
1. The name of each constituent limited liability company and their
identification numbers are:
Chrysler Financial Company L.L.C. B32858
DaimlerChrysler Services North America LLC B67453
2. The name of the surviving limited liability company
and its identification number is:
DaimlerChrysler Services North America LLC B67453
3. Check one of the following:
/_/ There are no changes to be made to the Articles of Organization of
the surviving limited liability company.
/_/ The amendments to the Articles, or a restatement of the Articles, of
the surviving limited liability company to be effected by the merger
are as follows:
4. Other provisions with respect to the merger are as follows:
5. Complete only if an effective date is desired other than the date of
filing. This date must be no more than 90 days after receipt of this
document in this office.
The merger shall be effective on the 30th day of November, 2001
(at 11:58 PM)
6. The Plan of Merger was approved by the members of each constituent
limited liability company in accordance with section 702(1).
7. The merger is permitted by the law of the jurisdiction under whose law
each foreign constituent company is organized and each foreign
constituent company has complied with that law in effecting the merger.
8. The assumed names being transferred to continue for the remaining
effective period of the Certificate of Assumed Name on file prior to the
merger are:
Assumed name LLC transferred from Expiration date
------------ -------------------- ---------------
_________________________________________________________________________
_________________________________________________________________________
9. New assumed names under which business is to be conducted are:
_________________________________________________________________________
_________________________________________________________________________
This Certificate is hereby signed as required by Section 103 of the Act.
Signed this 26th day of October, 2001 Signed this 26th day of October, 2001
Chrysler Financial Company L.L.C. DaimlerChrysler Services North America LLC
- ------------------------------------------- ------------------------------------------
(Name of Limited Liability Company) (Name of Limited Liability Company)
By /s/ David H. Olsen By /s/ David H. Olsen
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(Signature of Member or Manager) (Signature of Member or Manager)
David H. Olsen, Manager David H. Olsen, Manager
- ------------------------------------------ ------------------------------------------
(Type or Print Name) (Type or Print Name)