RESTATED
BY-LAWS OF
AMERCO
A NEVADA CORPORATION
Date: As of August 15, 1995
ARTICLE I
SECTION 1. Offices:
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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:
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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:
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The word "shareholder" as used herein shall mean one who is a
holder of record of shares in the corporation.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting:
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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:
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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 notice of a meeting of
shareholders before such notice is prepared and mailed.
SECTION 3. Notice:
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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:
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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:
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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 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:
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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:
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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 present or represented, any business may be
transacted which might have been transacted at the meeting
originally called.
SECTION 8. Tellers:
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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:
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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
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:
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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:
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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.
SECTION 12. Informalities and Irregularities:
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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:
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Shareholder action by written consent is prohibited.
SECTION 14. Application of Nevada Revised Statutes Sections
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78.378 to 78.3793, inclusive:
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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:
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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 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:
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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).
SECTION 3. Regular Meetings:
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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:
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Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board or by any three (3) members of
the Board giving written notice thereof to the Chairman of the
Board, 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:
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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 adjourned to another time and place by a
majority of those in attendance.
SECTION 6. Quorum:
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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:
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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:
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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.
7th. New business.
8th. Adjournment.
SECTION 9. Voting:
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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:
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The Government in control of the corporation shall be vested in
the Board of Directors.
SECTION 2. Special Powers:
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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 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:
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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.
ARTICLE VI
OFFICERS
SECTION 1. Officers:
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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
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:
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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:
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In addition to the provisions of any previous By-Laws respecting
the execution of instruments of the corporation, the Board of
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:
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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:
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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 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:
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All certificates for the shares of the capital stock of the
corporation shall be signed by the President or Vice-President,
and 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:
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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 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.
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:
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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.
ARTICLE VIII
FISCAL YEAR
SECTION 1. Fiscal Year:
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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:
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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.
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 15th day of August, 1995.
/S/ Gary V. Klinefelter
___________________________________
Gary V. Klinefelter, Secretary