35
RESTATED
BY-LAWS OF
AMERCO
A NEVADA CORPORATION
Date: As of January 10, 1995
ARTICLE I
SECTION 1. Offices:
-------
The principal office and registered office of the corporation shall
be located in the State of Nevada at such locations as the Board of
Directors may from time to time authorize by resolutions. The
corporation may have such other offices either within or without
the State of Nevada as the Board of Directors may designate or as
the business of the corporation may require from time to time.
SECTION 2. References:
----------
Any reference herein made to law will be deemed to refer to the law
of the State of Nevada, including any applicable provisions of
Chapter 78 of Title 7, Nevada Revised Statutes (or its successor),
as at any given time in effect. Any reference herein made to the
Articles will be deemed to refer to the applicable provision or
provisions of the Articles of Incorporation of the corporation, and
all amendments thereto, as at any given time on file with the
office of the clerk of Washoe County, Nevada.
SECTION 3. Shareholders of Record:
----------------------
The word "shareholder" as used herein shall mean one who is a
holder of record of shares in the corporation.
36
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting:
--------------
An annual meeting of the shareholders for the election of directors
to succeed those whose terms expire and for the transaction of such
other business as may properly come before the meeting shall be
held, within a reasonable interval after the close of the fiscal
year so that the information in the annual report is relatively
timely, on a date and at a time of day and place as determined by
the Board of Directors.
SECTION 2. Special Meetings:
----------------
a. Special meetings of the shareholders may be held
whenever and wherever called by the Chairman of the Board, a
majority of the Board of Directors, or upon the delivery of proper
written request of the holders of not less than fifty percent (50%)
of all the shares outstanding and entitled to vote at such meeting.
The business which may be conducted at any such special meeting
will be confined to the purpose stated in the notice thereof, and
to such additional matters as the Chairman of such meeting may rule
to be germane to such purposes.
b. For purposes of this Section, proper written request
for the call of a special meeting shall be made by a written
request specifying the purposes for any special meeting requested
and providing the information required by Section 5 hereof. Such
written request must be delivered either in person or by registered
or certified mail, return receipt requested, to the Chairman of the
Board, or such other person as may be specifically authorized by
law to receive such request. Within thirty (30) days after receipt
of proper written request, a special meeting shall be called and
notice given in the manner required by these By-Laws and the
meeting shall be held at a time and place selected by the Board of
Directors, but not later than ninety (90) days after receipt of
such proper written request. The shareholder(s) who request a
special meeting of shareholders must pay the corporation the
corporation's reasonably estimated cost of preparing and mailing a
37
notice of a meeting of shareholders before such notice is prepared
and mailed.
SECTION 3. Notice:
------
Notice of any meeting of the shareholders will be given by the
corporation as provided by law to each shareholder entitled to vote
at such meeting. Any such notice may be waived as provided by law.
SECTION 4. Right to Vote:
-------------
For each meeting of the shareholders, the Board of Directors will
fix in advance a record date as contemplated by law, and the shares
of stock and the shareholders "entitled to vote" (as that or any
similar term is herein used) at any meeting of the shareholders
will be determined as of the applicable record date. The Secretary
(or in his or her absence an Assistant Secretary) will see to the
making and production of any record of shareholders entitled to
vote that is required by law. Any such entitlement may be
exercised through proxy, or in such other manner as is specifically
provided by law. No proxy shall be valid after eleven (11) months
from the date of its execution unless otherwise provided by the
proxy. In the event of contest, the burden of proving the validity
of any undated, irrevocable, or otherwise contested proxy will rest
with the person seeking to exercise the same. A telegram,
cablegram, or facsimile appearing to have been transmitted by a
shareholder (or by his duly authorized attorney-in-fact) may, in
the discretion of the tellers, if any, be accepted as a
sufficiently written and executed proxy.
SECTION 5. Manner of Bringing Business Before the Meeting:
----------------------------------------------
At any annual or special meeting of shareholders only such business
(including nomination as a director) shall be conducted as shall
have been properly brought before the meeting. In order to be
properly brought before the meeting, such business must be a proper
subject for stockholder action under Nevada law and must have
either been (A) specified in the written notice of the meeting (or
any supplement thereto) given to shareholders on the record date
for such meeting by or at the direction of the Board of Directors,
(B) brought before the meeting at the direction of the Board of
Directors or the Chairman of the meeting, selected as provided in
Section 9 of this Article II, or (C) specified in a written notice
given by or on behalf of a shareholder on the record date for such
meeting entitled to vote thereat or a duly authorized proxy for
such shareholder, in accordance with the following requirements.
A notice referred to in clause (C) hereof must be delivered
personally to, or mailed to and received at, the principal
executive office of the corporation, addressed to the attention of
the Secretary, not more than ten (10) days after the date of the
initial notice referred to in clause (A) hereof, in the case of
business to be brought before a special meeting of shareholders,
and not less than one hundred and twenty (120) days prior to the
anniversary date of the initial notice referred to in clause (A)
hereof with respect to the previous year's annual meeting, in the
case of business to be brought before an annual meeting of
shareholders. Such notice referred to in clause (C) hereof shall
set forth (i) a full description of each such item of business
proposed to be brought before the meeting and the reasons for
conducting such business at such meeting, (ii) the name and address
of the person proposing to bring such business before the meeting,
(iii) the class and number of shares held of record, held
beneficially, and represented by proxy by such person as of the
record date for the meeting, if such date has been made publicly
available, or as of a date not later than thirty (30) days prior to
the delivery of the initial notice referred to in clause (A)
hereof, if the record date has not been made publicly available,
(iv) if any item of such business involves a nomination for
director, all information regarding each such nominee that would be
required to be set forth in a definitive proxy statement filed with
the Securities and Exchange Commission pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended, or any successor
thereto, and the written consent of each such nominee to serve if
elected, (v) any material interest of such shareholder in the
specified business, (vi) whether or not such shareholder is a
member of any partnership, limited partnership, syndicate, or other
group pursuant to any agreement, arrangement, relationship,
understanding, or otherwise, whether or not in writing, organized
in whole or in part for the purpose of acquiring, owning, or voting
shares of the corporation, and (vii) all other information that
would be required to be filed with the Securities and Exchange
Commission if, with respect to the business proposed to be brought
before the meeting, the person proposing such business was a
participant in a solicitation subject to Section 14 of the
Securities Exchange Act of 1934, as amended, or any successor
thereto. No business shall be brought before any meeting of the
shareholders of the corporation otherwise than as provided in this
Section.
Notwithstanding compliance with the foregoing provisions, the Board
of Directors shall not be obligated to include information as to
any shareholder nominee for director or any other shareholder
38
proposal in any proxy statements or other communication sent to
shareholders.
The Chairman of the meeting may, if the facts warrant, determine
that any proposed item of business or nomination as director was
not brought before the meeting in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to
the meeting and the improper item of business or nomination shall
be disregarded.
SECTION 6. Right to Attend:
---------------
Except only to the extent of persons designated by the Board of
Directors or the Chairman of the meeting to assist in the conduct
of the meeting, and except as otherwise permitted by the Board or
such Chairman, the persons entitled to attend any meeting of
shareholders may be confined to (i) shareholders entitled to vote
thereat and (ii) the persons upon whom proxies valid for purposes
of the meeting have been conferred or their duly appointed
substitutes (if the related proxies confer a power of
substitution); provided, however, that the Board of Directors or
the Chairman of the meeting may establish rules limiting the number
of persons referred to in clause (ii) as being entitled to attend
on behalf of any shareholder so as to preclude such an excessively
large representation of such shareholder at the meeting as, in the
judgment of the Board or such Chairman, would be unfair to other
shareholders represented at the meeting or be unduly disruptive to
the orderly conduct of business at such meeting (whether such
representation would result from fragmentation of the aggregate
number of shares held by such shareholder for the purpose of
conferring proxies, from the naming of an excessively large proxy
delegation by such shareholder, or from employment of any other
device). A person otherwise entitled to attend any such meeting
will cease to be so entitled if, in the judgment of the Chairman of
the meeting, such person engages thereat in disorderly conduct
impeding the proper conduct of the meeting in the interests of all
shareholders as a group.
SECTION 7. Quorum Requirements:
-------------------
One-third of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum
at a meeting of the shareholders. If less than one-third of the
outstanding shares are represented at a meeting, the majority of
the shares so represented may adjourn the meeting without further
notice. At such adjourned meeting at which a quorum shall be
39
present or represented, any business may be transacted which might
have been transacted at the meeting originally called.
SECTION 8. Tellers:
-------
The Board of Directors, in advance of any shareholders meeting may
appoint one or more tellers to act at such meeting (and any
adjournment thereof), and may appoint one or more alternate tellers
to serve (in the order designated) in the absence of any teller or
tellers so appointed. If any person appointed as a teller or
alternate teller fails to appear or to act, a substitute may be
appointed by the Chairman of the meeting. The tellers (acting
through a majority of them on any disputed matter) will determine
the number of shares outstanding, the authenticity, validity and
effect of proxies, the credentials of persons purporting to be
shareholders or persons named or referred to in proxies, and the
number of shares represented at the meeting in person and by proxy;
they will receive and count votes, ballots, and consents and
announce the results thereof; they will hear and determine all
challenges and questions pertaining to proxies and voting; and, in
general, they will perform such acts as may be proper to conduct
elections and voting with complete fairness to all shareholders.
No such teller need be a shareholder of the corporation. Unless
otherwise provided in the Articles of Incorporation or other
governing instrument, each shareholder shall be entitled to one
vote for each share of stock held by him or her, and, in the event
a shareholder holds a fraction of a share or a full share plus a
fraction, any such fractional share shall be entitled to a
proportionate fraction of one vote or such other votes, if any, as
is provided in the Articles of Incorporation or other governing
instrument.
SECTION 9. Organization and Conduct of Business:
------------------------------------
Each shareholders meeting will be called to order and thereafter
chaired by the Chairman of the Board if there then is one; or, if
not, or if the Chairman of the Board is absent or so requests, then
by the President; or if both the Chairman of the Board and the
President are unavailable, then by such other officer of the
corporation or such shareholder as may be appointed by the Board of
Directors. The Secretary (or in his or her absence an Assistant
Secretary) of the corporation will act as secretary of each
shareholders meeting; if neither the Secretary nor an Assistant
Secretary is in attendance, the Chairman of the meeting may appoint
any person (whether a shareholder or not) to act as secretary
thereat. After calling a meeting to order, the
40
Chairman thereof may require the registration of all shareholders
intending to vote in person, and the filing of all proxies, with
the teller or tellers, if one or more have been appointed (or, if
not, with the secretary of the meeting). After the announced time
for such filing of proxies has ended, no further proxies or
changes, substitutions, or revocations of proxies will be accepted.
The Chairman of a meeting will, among other things, have absolute
authority to determine the order of business to be conducted at
such meeting and to establish rules for, and appoint personnel to
assist in, preserving the orderly conduct of the business of the
meeting (including any informal, or question and answer, portions
thereof). Any informational or other informal session of
shareholders conducted under the auspices of the corporation after
the conclusion of or otherwise in conjunction with any formal
business meeting of the shareholders will be chaired by the same
person who chairs the formal meeting, and the foregoing authority
on his or her part will extend to the conduct of such informal
session.
SECTION 10. Voting:
------
The number of shares voted on any matter submitted to the
shareholders which is required to constitute their action thereon
or approval thereof will be determined in accordance with
applicable law, the Articles, and these By-Laws, if applicable.
Voting will be by ballot on any matter as to which a ballot vote is
demanded, prior to the time the voting begins, by any person
entitled to vote on such matter; otherwise, a voice vote will
suffice. No ballot or change of vote will be accepted after the
polls have been declared closed following the ending of the
announced time for voting.
SECTION 11. Shareholder Approval or Ratification:
------------------------------------
The Board of Directors may submit any contract or act for approval
or ratification at any duly constituted meeting of the
shareholders, the notice of which either includes mention of the
proposed submittal or is waived as provided by law. If any
contract or act so submitted is approved or ratified by a majority
of the votes cast thereon at such meeting, the same will be valid
and as binding upon the corporation and all of its shareholders as
it would be if approved and ratified by each and every shareholder
of the corporation.
41
SECTION 12. Informalities and Irregularities:
--------------------------------
All informalities or irregularities in any call or notice of a
meeting, or in the areas of credentials, proxies, quorums, voting,
and similar matters, will be deemed waived if no objection is made
at the meeting.
SECTION 13. Action Without a Meeting:
------------------------
Shareholder action by written consent is prohibited.
SECTION 14. Application of Nevada Revised Statutes Sections 78.378
------------------------------------------------------
to 78.3793, inclusive:
---------------------
The provisions of Sections 78.378 to 78.3793, inclusive, of the
Nevada Revised Statutes shall not apply to the exchange of shares
of the corporation's Series A Common Stock, 0.25 par value, for
shares of the corporation's common stock, $0.25 par value, held by
Mark V. Shoen, James P. Shoen and Edward J. Shoen or to any
exchange of shares of the corporation's Common Stock, $0.25 par
value for shares of the corporation's Series A Common Stock, $0.25
par value held by Mark V. Shoen, James P. Shoen and Edward J.
Shoen.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Number and Term of Directors:
----------------------------
The Board of Directors shall consist of not less than 4 nor more
than 8 directors, the exact number of directors to be determined
from time to time solely by a resolution adopted by an affirmative
vote of a majority of the entire Board of Directors. The directors
shall be divided into four classes, designated Class I, Class II,
Class III and Class IV. Subject to applicable law, each class
shall consist, as nearly as may be possible, of one-fourth of the
total number of directors constituting the entire Board of
Directors. At the 1990 Annual Meeting of Shareholders, Class I
directors shall be elected for a one-year term, Class II directors
42
for a two-year term, Class III directors for a three-year term, and
Class IV directors for a four-year term. At each succeeding annual
meeting of shareholders, commencing in 1991, successors to the
class of directors whose term expires at the annual meeting shall
be elected or reelected for a four-year term.
If the number of directors is changed, any increase or decrease
shall be apportioned among the classes of directors so as to
maintain the number of directors in each class as nearly equal as
possible, but in no case will a decrease in the number of directors
shorten the term of any incumbent director. When the number of
directors is increased by the Board of Directors and any newly
created directorships are filled by the Board, there shall be no
classification of the additional directors until the next annual
meeting of shareholders.
A director shall hold office until the meeting for the year in
which his or her term expires and until his or her successor shall
be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.
SECTION 2. Vacancies:
---------
Newly created directorships resulting from an increase in the
number of the directors and any vacancy on the Board of Directors
shall be filled by an affirmative vote of a majority of the Board
of Directors then in office. A director elected by the Board of
Directors to fill a vacancy shall hold office until the next
meeting of shareholders called for the election of directors and
until his or her successor shall be elected and shall qualify;
provided, however, that if a vacancy on the Board of Directors
occurs or is filled after the date by which a shareholder, acting
in accordance with Article II, Section 5(C) of these By-Laws, may
present a director nomination before the next meeting of
shareholders called for the election of directors, the director
elected by the Board of Directors to fill such vacancy shall hold
office until the next meeting of shareholders called for the
election of directors at which a shareholder, acting in accordance
with Article II, Section 5(C) of these By-Laws, may present a
director nomination. This Section shall not apply to any vacancies
in the office of any "Preferred Stock Director," as defined in
section (e)(ii) of the Certificate of Designation, Preference, and
Rights of Series A Preferred Stock of AMERCO dated October 14,
1993, such vacancies shall be filled pursuant to the terms of said
section (e)(ii).
43
SECTION 3. Regular Meetings:
----------------
After the adjournment of the annual meeting of the shareholders of
the corporation, the newly elected Directors shall meet for the
purpose of organization, the election of officers, and the
transaction of such other business as may come before said meeting.
No notice shall be required for such meeting. The meeting may be
held within or without the State of Nevada. Regular meetings,
other than the annual ones, may be held at regular intervals at
such times and places as the Board of Directors may provide.
SECTION 4. Special Meetings:
----------------
Special meetings of the Board of Directors may be called at any
time by the President or by any one member of the Board giving
written notice thereof to the President of said corporation, or
said special meeting may be called without notice by unanimous
consent of all the members by the presence of all the members of
said board at any such meeting. The special meetings of the Board
of Directors may be held within or without the State of Nevada.
SECTION 5. Notice:
------
No notice need be given of regular meetings of the Board of
Directors. Notice of the time and place (but not necessarily the
purpose or all of the purposes) of any special meeting will be
given to each director in person or by telephone, or via mail or
telegram addressed in the manner then appearing on the
corporation's records. Notice to any director of any such special
meeting will be deemed given sufficiently in advance when (i), if
given by mail, the same is deposited in the United States mail at
least four days before the meeting date, with postage thereon
prepaid, (ii) if given by telegram, the same is delivered to the
telegraph office for fast transmittal at least 48 hours prior to
the convening of the meeting, (iii) if given by facsimile
transmission, the same is received by the director or an adult
member of his or her office staff or household, at least 24 hours
prior to the convening of the meeting, or (iv) if personally
delivered or given by telephone, the same is handed, or the
substance thereof is communicated over the telephone, to the
director or to an adult member of his or her office staff or
household, at least 24 hours prior to the convening of the meeting.
Any such notice may be waived as provided by law. No call or
notice of a meeting of directors will be necessary if each of them
waives the same in writing or by attendance. Any meeting, once
properly called and noticed (or as to which call and notice have
been waived as aforesaid) and at which a quorum is formed, may be
44
adjourned to another time and place by a majority of those in
attendance.
SECTION 6. Quorum:
------
A majority of the Board of Directors shall constitute a quorum for
the transaction of business, except where otherwise provided by law
or by these By-Laws, but if at any meeting of the Board less than
a quorum is present, a majority of those present may adjourn the
meeting from time to time until a quorum is obtained.
SECTION 7. Action by Telephone or Consent:
------------------------------
Any meeting of the Board or any committee thereof may be held by
conference telephone or similar communications equipment as
permitted by law in which case any required notice of such meeting
may generally describe the arrangements (rather than the place) for
the holding thereof, and all other provisions herein contained or
referred to will apply to such meeting as though it were physically
held at a single place. Action may also be taken by the Board or
any committee thereof without a meeting if the members thereof
consent in writing thereto as contemplated by law.
SECTION 8. Order of Business:
-----------------
The Board of Directors may, from time to time, determine the order
of business at their meeting. The usual order of business at such
meetings shall be as follows:
1st Roll Call; a quorum being present.
2nd. Reading of minutes of the preceding meeting and
action thereon.
3rd. Consideration of communications of the Board of
Directors.
4th. Reports of officials and committees.
5th. Unfinished business.
6th. Miscellaneous business.
45
7th. New business.
8th. Adjournment.
SECTION 9. Voting:
------
Any matter submitted to a vote of the directors will be resolved by
a majority of the votes cast thereon. If during the course of any
annual, regular or special meeting of the Board of Directors, at
which all the members of said board are present and vote, there is
a vote taken and the vote is evenly divided between equal numbers
of directors, then, and only then, the Chairman of the Board of
Directors shall break the deadlock by casting a second and deciding
vote. This power may be exercised by the Chairman of the Board as
to any and every issue that properly comes to the board for a vote,
including, but not limited to the election of officers.
ARTICLE IV
POWER OF DIRECTORS
SECTION 1. Generally:
---------
The Government in control of the corporation shall be vested in the
Board of Directors.
SECTION 2. Special Powers:
--------------
The Board of Directors shall have, in addition to its other powers,
the express right to exercise the following powers:
1. To purchase, lease, and acquire, in any lawful
manner any and all real or personal property including
franchises, stocks, bonds and debentures of other
companies, business and goodwill, patents, trademarks in
contracts, and interests thereunder, and other rights and
properties which in their judgment may beneficial for the
purpose of this corporation, and to issue shares of stock
of this corporation in payment of such property, and in
payment for services rendered to this corporation when
they deem it advisable.
2. To fix and determine and to vary, from time to time,
the amount or amounts to be set aside or retained as
46
reserve funds or as working capital of this corporation.
3. To issue notes and other obligations or evidence of
the debt of this corporation, and to secure the same, if
deemed advisable, and endorse and guarantee the notes,
bonds, stocks, and other obligations of other
corporations with or without compensation for so doing,
and from time to time to sell, assign, transfer or
otherwise dispose of any of the property of this
corporation, subject, however, to the laws of the State
of Nevada, governing the disposition of the entire assets
and business of the corporation as a going concern.
4. To declare and pay dividends, both in the form of
money and stock, but only from the surplus or from the
net profit arising from the business of this corporation,
after deducting therefrom the amounts, at the time when
any dividend is declared which shall have been set aside
by the Directors as a reserve fund or as a working fund.
5. To adopt, modify and amend the By-Laws of this
corporation.
6. To periodically determine by Resolution of the Board
the amount of compensation to be paid to members of the
Board of Directors in accordance with Article 6,
Section B, Sub-section viii of the Articles of
Incorporation.
ARTICLE V
SECTION 1. Committees:
----------
From time to time the Board of Directors, by affirmative vote of a
majority of the whole Board may appoint any committee or committees
for any purpose or purposes, and such committee or committees shall
have and may exercise such powers as shall be conferred or
authorized by the resolution of appointment. Provided, however,
that such committee or committees shall at no time have more power
than that authorized by law.
47
ARTICLE VI
OFFICERS
SECTION 1. Officers:
--------
The officers of the corporation shall consist of the Chairman of
the Board, a President, one or more Vice-Presidents, Secretary,
Assistant Secretaries, Treasurer, Assistant Treasurer, a resident
agent and such other officers as shall from time to time be
provided for by the Board of Directors. Such officers shall be
elected by ballot or unanimous acclamation at the meeting of the
Board of Directors after the annual election of Directors. In
order to hold any election there must be quorum present, and any
officer receiving a majority vote shall be declared elected and
shall hold office for one year and until his or her respective
successor shall have been duly elected and qualified; provided,
however, that all officers, agents and employees of the corporation
shall be subject to removal from office pre-emptorily by vote of
the Board of Directors at any meeting.
SECTION 2. Powers and Duties of Chairman of the Board:
------------------------------------------
The Chairman of the Board of Directors will serve as a general
executive officer, but not necessarily as a full-time employee, of
the corporation. He or she shall preside at all meetings of the
shareholders and of the Board of Directors, shall have the powers
and duties set forth in these By-Laws, and shall do and perform
such other duties as from time to time may be assigned by the Board
of Directors.
SECTION 3. Powers and Duties of President:
------------------------------
The President shall at all times be subject to the control of the
Board of Directors. He shall have general charge of the affairs of
the corporation. He shall supervise over and direct all officers
and employees of the corporation and see that their duties are
properly performed. The President, in conjunction with the
Secretary, shall sign and execute all contracts, notes, mortgages,
and all other obligations in the name of the corporation, and with
the Secretary or Assistant Secretary shall sign all certificates of
the shares of the capital stock of the corporation.
The President shall each year present an annual report of the
preceding year's business to the Board of Directors at a meeting to
be held immediately preceding the annual meeting of the
48
shareholders, which report shall be read at the annual meeting of
the shareholders. The President shall do and perform such other
duties as from time to time may be assigned by the Board of
Directors to him.
Notwithstanding any provision to the contrary contained in the
By-Laws of the corporation, the Board may at any time and from time
to time direct the manner in which any person or persons by whom
any particular contract, document, note or instrument in writing of
the corporation may or shall be signed by and may authorize any
officer or officers of the corporation to sign such contracts,
documents, notes or instruments.
SECTION 4. Powers and Duties of Vice-President:
-----------------------------------
The Vice-President shall have such powers and perform such duties
as may be assigned to him by the Board of Directors of the
corporation and in the absence or inability of the President, the
Vice-President shall perform the duties of the President.
SECTION 5. Powers and Duties of the Secretary and Assistant
------------------------------------------------
Secretary:
---------
The Secretary of said corporation shall keep the minutes of all
meetings of the Board of Directors and the minutes of all meetings
of the shareholders, and also when requested by a committee, the
minutes of such committee, in books provided for the purpose. He
shall attend to the giving and serving of notice of the
corporation. It shall be the duty of the Secretary to sign with
the President, in the name of the corporation, all contracts,
notes, mortgages, and other instruments and other obligations
authorized by the Board of Directors, and when so ordered by the
Board of Directors, he shall affix the Seal of corporation thereto.
The Secretary shall have charge of all books, documents, and papers
properly belonging to his office, and of such other books and
papers as the Board of Directors may direct. In the absence or
inability of the Secretary, the Assistant Secretary shall perform
the duties of the Secretary.
Execution of Instruments:
- ------------------------
In addition to the provisions of any previous By-Laws respecting
the execution of instruments of the corporation, the Board of
49
Directors may from time to time direct the manner in which any
officer or officers or by whom any particular deed, transfer,
assignment, contract, obligation, certificate, promissory note,
guarantee and other instrument or instruments may be signed on
behalf of the corporation and any acts of the Board of Directors
subsequent to the 1st day of December, 1978 in accordance with the
provision of this By-Law are hereby adopted, ratified and confirmed
as actions binding upon and enforceable against the corporation.
SECTION 6. Powers and Duties of Treasurer and Assistant Treasurer:
------------------------------------------------------
The Treasurer shall have the care and custody of all funds and
securities of the corporation, and deposit the same in the name of
the corporation in such bank or banks or other depository as the
Directors may select. He shall sign checks, drafts, notices, and
orders for the payment of money, and he shall pay out and dispose
of the same under the direction of the Board of Directors, but
checks may be signed as directed by the Board by resolution. The
Treasurer shall generally perform the duties of and act as the
financial agent for the corporation for the receipts and
disbursements of its funds. He shall give such bond for the
faithful performance of his duties as the Board of Directors may
determine. The office of the Treasurer of said corporation may be
held by the same person holding the President, Vice-President or
Secretary's office, provided the Board of Directors indicates the
combination of these offices. In the absence or inability of the
Treasurer, the Assistant Treasurer shall perform the duties of the
Treasurer.
SECTION 7. Indemnification:
---------------
The corporation shall indemnify, to the fullest extent authorized
or permitted by law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that
such amendment permits the corporation to provide broader
indemnification rights than such law permitted the corporation to
provide prior to such amendment), any person made, or threatened to
be made, a defendant or witness to any threatened, pending or
completed action, suit, or proceeding (whether civil, criminal,
administrative, investigative or otherwise) by reason of the fact
that he or she, or his or her testator or intestate, is or was a
director or officer of the corporation or by reason of the fact
that such director or officer, at the request of the corporation,
is or was serving any other corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise.
Nothing contained herein shall diminish any rights to
50
indemnification to which employees or agents other than directors
or officers may be entitled by law, and the corporation may
indemnify such employees and agents to the fullest extent and in
the manner permitted by law. The rights to indemnification set
forth in this Article VI, Section 7 shall not be exclusive of any
other rights to which any person may be entitled under any statute,
provision of the Articles of Incorporation, bylaw, agreement,
contract, vote of shareholders or disinterested directors, or
otherwise.
In furtherance and not in limitation of the powers conferred by
statute:
1. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is
serving in any capacity, at the request of the
corporation, any other corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, against any liability or expense incurred by
him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would
have the power to indemnify him or her against such
liability or expense under the provisions of law; and
2. The corporation may create a trust fund, grant a
security interest or lien on any assets of the
corporation and/or use other means (including, without
limitation, letters of credit, guaranties, surety bonds
and/or other similar arrangements), and enter into
contracts providing indemnification to the full extent
authorized or permitted by law and including as part
thereof provisions with respect to any or all of the
foregoing to ensure the payment of such amounts as may
become necessary to effect indemnification as provided
therein, or elsewhere.
ARTICLE VII
STOCK AND CERTIFICATES AND TRANSFERS
SECTION 1. Stock and Certificates and Transfers:
------------------------------------
All certificates for the shares of the capital stock of the
corporation shall be signed by the President or Vice-President, and
51
Secretary or Assistant Secretary. Each certificate shall show upon
its face that the corporation is organized under the laws of
Nevada, the number and par value, if any, of each share represented
by it, and the name of the person owning the shares represented
thereby, with the number of each share and the date of issue. The
transfer of any share or shares of stock in the corporation may be
made by surrender of the certificate issued therefor, and the
written assignment thereof by the owner or his duly authorized
Attorney in Fact. Upon such surrender and assignment, a new
certificate shall be issued to the Assignee as he may be entitled,
but without such surrender and assignment no transfer of stock
shall be recognized by the corporation. The Board of Directors
shall have the power concerning the issue, transfer and
registration of certificates for agents and registrars of transfer,
and may require all stock certificates to bear signatures of either
or both. The stock transfer books shall be closed ten days before
each meeting of the shareholders and during such period no stock
shall be transferred.
SECTION 2. Right of First Refusal on Its Common Stock, $0.25 par
------------------------------------------------------
value:
-----
a. In case any holder of shares of the corporation's
common stock, $0.25 par value, and Series A Common Stock,
$0.25 par value (collectively, the "Common Stock") shall
wish to make any sale, transfer or other disposition of
all or any part of the Common Stock held by him, he shall
first notify the Secretary of the corporation in writing
designating the number of shares of Common Stock which he
desires to dispose of, the name(s) of the person(s) to
whom such shares are to be disposed of, and the bona fide
cash price at which such shares are to be disposed of.
b. The corporation shall have a period of 30 calendar
days following the date of its receipt of such notice to
determine whether it wishes to purchase such shares at
the price stated therein. Such determination shall be
made by the corporation by its delivery to such holder of
a written acceptance of such offer within such 30-day
period. Such written acceptance shall specify the date
(to be not later than the tenth calendar day following
the date on which such 30-day period expired), time and
place at which such holder shall deliver to the
corporation the certificate(s) for the shares of Common
52
Stock to be so sold against the delivery by the
corporation of a certified or bank cashier's check in the
amount of the purchase price therefor.
c. If the corporation shall not so accept such offer
within such 30-day period, then such holder shall be
entitled, for a period of 90 days commencing on the first
day after the date on which such 30-day period expires,
to dispose of all or any part of the shares of Common
Stock designated in such notice to the corporation at the
price set forth therein to the prospective named
transferee(s) and such transferee(s) shall be entitled to
have such shares transferred upon the books of the
corporation upon its acquisition thereof at such price.
If such holder shall not dispose of all or any part of
such shares within such 90-day period (or, in the event
of a sale of part thereof, the shares remaining
untransferred), such shares shall continue to be subject
in all respects to the provision of this Article VII,
Sec. 2.
d. All certificates for shares of Common Stock shall,
so long as the provisions of this Article VII, Sec. 2
shall be in effect, bear the following legend:
"The transfer of the shares represented by this
certificate is subject to a right of first refusal
by the corporation as provided in its By-Laws, and
no transfer of this certificate or the shares
represented hereby shall be valid or effective
unless and until such provision of the By-Laws
shall have been met. A copy of the By-Laws of the
corporation is available for inspection at the
principal office of the corporation."
e. The provisions of this Article VII, Sec. 2 may be
terminated or modified at any time by the affirmative
vote of not less than a majority of the then number of
directors of the corporation. Each holder of shares of
Common Stock shall be notified of any such termination
and shall have the right to exchange his outstanding
certificate for such shares for a certificate without the
aforesaid legend.
53
f. The provisions of this Article VII, Sec. 2 may be
extended to other classes or series of the corporation's
stock prior to the issuance thereof upon the affirmative
vote of not less than a majority of the then number of
directors of the corporation.
g. The provisions of Section 2 of Article VII shall not
apply to shares of the corporation's Common Stock (i)
sold, transferred, or otherwise disposed of by the Trust
under the AMERCO Employee Savings, Profit Sharing and
Employee Stock Ownership Plan, (ii) sold in a bona fide
underwritten public offering or in a bona fide public
distribution pursuant to Rule 144 under the Securities
Act of 1933 (provided however that if such public
distribution is pursuant to Rule 144(k) then,
notwithstanding the provisions of Rule 144(k), such
distribution shall comply with the "manner of sale"
requirements of Rule 144(f) and (g)), or (iii) sold,
transferred, or otherwise disposed of by a member of the
public who acquired such Common Stock in a transaction
permitted by this Paragraph g.
SECTION 3. Lost Certificates:
-----------------
In the event of the loss, theft or destruction of any certificate
representing shares of stock of this corporation, the corporation
may issue (or, in the case of any such stock as to which a transfer
agent and/or registrar have been appointed, may direct such
transfer agent and/or register to countersign, register and issue)
a replacement certificate in lieu of that alleged to be lost,
stolen or destroyed, and cause the same to be delivered to the
owner of the stock represented thereby, provided that the owner
shall have submitted such evidence showing the circumstances of the
alleged loss, theft or destruction, and his or her ownership of the
certificate as the corporation considers satisfactory, together
with any other facts which the corporation considers pertinent, and
further provided that an indemnity agreement and/or indemnity bond
shall have been provided in form and amount satisfactory to the
corporation and to its transfer agents and/or registrars, if
applicable.
54
ARTICLE VIII
FISCAL YEAR
SECTION 1. Fiscal Year:
-----------
The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
ARTICLE IX
AMENDMENT OF BY-LAWS
SECTION 1. Amendment of By-Laws by the Board of Directors:
----------------------------------------------
The By-Laws may be amended by a majority vote of the Board of
Directors of this corporation at any meeting of the Board of
Directors.
SECTION 2. Shareholder Amendment of By-Laws:
--------------------------------
The By-Laws may be amended by an affirmative vote of shares
possessing two-thirds or more of the votes that are generally (not
just as the result of the occurrence of a contingency) entitled to
vote for the election of the members of the Board of Directors of
this corporation. Such vote must be by ballot at a duly
constituted meeting of the shareholders, the notice of which
meeting must include the proposed amendment.
55
CERTIFICATE
I, Gary V. Klinefelter, Secretary of AMERCO, a Nevada
corporation, do hereby certify that the foregoing is a true and
correct copy of the corporation's Restated By-Laws, and that such
Restated By-Laws are in full force and effect as of the date
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the seal of the corporation this 10th day of January, 1995.
By: /S/ GARY V. KLINEFELTER
------------------------------
Gary V. Klinefelter, Secretary