EXHIBIT 3.102
BY-LAWS OF
U-HAUL CO. OF ST. PAUL
A Minnesota Corporation
ARTICLE I
DATE: March 2, 1970
SECTION 1. Offices:
The principal office of the corporation in the state of Minnesota shall be
located in the city of Savage. The corporation may have such other offices
either within or without the state of Minnasota is the Board of Directors may
designate or as the business of the corporation may require from time to time.
ARTICLE II
STOCKHOLDERS
SECTION 1. Annual Meeting:
The annual meeting of the shareholders of the corporation shall be held on the
Second Wednesday in January of each year, at the office of the corporation in
the state of Minnesota or otherwise as provided in the notice of said meeting.
The purpose of said annual meeting shall be for the election of directors and
for the purpose of transacting such other business as may be brought before said
meeting. The Board of Directors may change the time and place of the annual
meeting providing such change of time and place be preceded by a notice of such
change to all stockholders of record. If said day of the annual meeting is a
legal holiday, then said meeting shall be held on the next ensuing day not a
holiday.
SECTION 2. Notice of Shareholders Meeting:
Written or printed notice stating the place, day and hour of the meeting and, in
case of special meeting, the purposes for which the meeting is called, shall be
delivered not less than ten or more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
the Secretary or the officer of persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears the stock transfer book of the
corporation, with postage thereon prepaid. Provided, however, that notice of any
meeting of shareholders whether regular or special, may be waived either
before, at or after such meeting.
SECTION 3. Special Meetings:
Special meetings of the shareholders may be called by the President, the Board
of Directors, or the holders of not less than one-tenth of all the shares
entitled to vote at the meeting. All meetings of the shareholders
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may be held within or without the state of Minnesota. Notice of the special
meetings will be had as provided under Section 2 of this Article.
SECTION 4. Voting:
Voting at all shareholders meetings. A shareholder may vote either in person or
by proxy executed in writing by the shareholder or by his duly authorised
Attorney in Fact. No proxy shall be valid after eleven months from the date of
its execution unless otherwise provided by the proxy.
SECTION 5. Quorum Requirements:
A majority 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 a majority 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 at represented, any business may be transacted which might have been
transacted at the meeting originally called.
SECTION 6. Tellers:
At all meetings of shareholders, the Chairman may appoint three tellers who
shall act as inspectors of elections and determine the validity of the proxies
and press upon the qualifications of all persons offering to vote at each
meeting and count the ballots. The election shall be by secret ballot, or in
case there is only one nomination for a certain office, the election may be by
acclamation. Each shareholder of record shall be entitled to one vote for each
share of stock held by him.
SECTION 7. Order of Business:
1st. All persons claiming to hold proxies shall present them to the
tellers for verification.
2nd. Proof of due notice of meeting when applicable.
3rd. Reading and disposal of all unapproved minutes.
4th. Reports of officers and committees.
5th. Election of Directors.
6th. Unfinished business.
7th. New business.
8th. Adjournment.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Number and Term of Officers:
A board of three(3) Directors shall be chosen annually by the stockholders at
their annual meeting. The holders of the majority of the outstanding shares of
stock entitled to vote may at any time pre-emptorily terminate the term of
office of all or any of the Directors by a vote at a meeting called for such
purposes. Such removal shall be effective immediately even if successors are not
elected simultaneously and the vacancies on the Board of Directors resulting
therefrom shall be filled by the stockholders, or by the Board of Directors as
provided in Section 2 hereof.
SECTION 2. Vacancies:
In case of any vacancy among the Directors through death, resignation,
disqualification or other cause, the remaining Directors though less than a
quorum, shall by vote of a majority of their number elect a successor to hold
office for the unexpired portion of the term of the Director whose place shall
be vacant.
SECTION 3. Regular Meetings:
After the adjustment of the annual meeting of the stockholders of the company,
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 Minnesota.
SECTION 4. Special Meeting:
Special meetings of the Board of Directors shall be held at the place specified
called therefor, and notice thereof. Said special meeting of the Board of
Directors may be called at any time by the President or by any two members of
the Board giving written notice thereof to the President of said corporation, or
said special meeting may be called without notice by unanimous written 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 Minnesota.
SECTION 5. Quorum:
A majority of the Board of Directors shall constitute a quorum for the
transaction of business, except where otherwise provided by statute or by these
By-Laws, but if any meeting of the Board be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained.
SECTION 6. Order of Business:
The Board of Directors may from time to time, determine the order of business at
their meetings. The usual order of business at such meetings shall be as
follows:
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1st. Roll call; a quorum being present.
2nd. Reading of minutes of 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.
ARTICLE IV
POWERS 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. The 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 good
will, patents trade-marks in contracts, and interests
there-under, and other rights and proprieties which is their
judgment may be 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 evidences 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
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or otherwise dispose of any of the property of this
corporation, subject, however, to the laws of the State of
Minnesota, 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.
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 the Minnesota statutes regulating the appointment
of committees.
ARTICLE VI
OFFICERS
SECTION 1. Officers:
And the officers of the corporation shall consist of a President,
Vice-President, Secretary and Treasurer, 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 be a 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 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 officer 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
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the Secretary shall sign all certificates of the shares of the capital stock of
the corporation.
The President shall preside at all meetings of the shareholders and of the Board
of Directors and by virtue of his office he shall be a member of Chairman of the
executive committee if one is appointed. 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.
SECTION 3. 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 4. Powers and Duties of the 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
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.
SECTION 5. Powers and Duties of 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 of resolution. It shall be the duty of
the Treasurer at all reasonable time to exhibit his books and accounts to any
Director or stockholder of the corporation upon application at the office of the
corporation during business hours, and 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.
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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 Secretary. All certificates shall
be consecutively numbered in progression beginning with number one. Each
certificate shall show upon its face that the corporation is organized under the
laws of Minnesota, the number and par value, if any, of each share represented
by it, the name of the person owning the shares represented thereby, with the
number of each share and the date of issue, and the stock thereby represented is
transferrable only upon the books of the corporation and upon the signer of such
certificates. A stock transfer book, known as the stock register shall be kept,
in which shall be entered the number of each certificate issued and the number
of the person owning the shares thereby represented, with the number of such
shares 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 assigned 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
certificate 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. Pre-Emptive Rights:
Any issue of shares or securities of the corporation in addition to the shares
subscribed to or issued at the date of these By-Laws shall be first offered
prorate to the shareholders of record in relation to their than existing
percentage of ownership of the outstanding stock of this corporation. Such
pre-emptive rights shall apply to any original authorized but unissued stock of
this corporation.
ARTICLE VIII
FISCAL YEAR
SECTION 1. Fiscal Year:
The fiscal year of the corporation shall commence with the opening of business
on the first day of January of each calendar year and shall close on the 31st
day of December of the year.
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ARTICLE IX
AMENDMENT OF BY-LAWS
SECTION 1. Amendment of By-Laws:
The By-Laws may be amended by a majority vote of all shareholders of this
corporation entitled to vote at a regular annual meeting. Also, said By-Laws may
be altered or amended by a majority vote of the shareholders of said corporation
at any special meeting called for that object and purpose, and provided all the
shareholders are given legal notice of the object and purpose of said meeting.
The foregoing By-laws of U-HAUL CO. OF ST. PAUL, are hereby
accepted and adopted as the By-Laws of said corporation, and we, the
undersigned, do hereby certify that the above foregoing By-Laws are duly adopted
by the Board of Directors and that the same do now constitute the By-Laws of
this corporation.
____________________________
President - Ronald P. Gutzke
ATTEST:
____________________________
Secretary - Shelby J. Gutzke
(CORPORATE SEAL)
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U-HAUL CO. OF MINNESOTA,
A MINNESOTA CORPORATION
SHAREHOLDER RESOLUTIONS
WHEREAS, the undersigned is the sole shareholder of U-Haul Co. of Minnesota, a
Minnesota corporation ("Company") (the "Shareholder");
WHEREAS, pursuant to Article IX, Section 1 of the Company's bylaws ("Bylaws"),
the Shareholder has the authority to amend the Bylaws from time to time, as the
Shareholder may deem necessary, appropriate or otherwise in the best interest of
the Company;
WHEREAS, the board of directors of the Company has recommended an amendment to
the Bylaws;
WHEREAS, the shareholder has determined it is in the best interest of the
Company to amend the Bylaws to facilitate the execution of certain documents by
one signatory;
NOW THEREFORE, BE IT RESOLVED, that the Bylaws be amended to add Article IX,
Section 2 to read as follows:
"Signatories. Notwithstanding anything in the Bylaws to the contrary, 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 date hereof in accordance with the provision of
this bylaw are hereby adopted, ratified and confirmed as actions binding upon
and enforceable against the corporation."
FURTHER RESOLVED, that all actions taken by any officer or director of Company
prior to the date of this written consent or Board resolution with respect to
any of the foregoing resolutions is hereby ratified and approved as actions of
Company; and
FURTHER RESOLVED, that the that the President, Secretary, Treasurer, Assistant
Secretary and/or Assistant Treasurer of Company (collectively, the "Authorized
Officers") be, and each of them hereby is, authorized and empowered to certify
to the passage of the foregoing resolutions under the seal of Company or
otherwise.
Dated: August 15, 2003
SHAREHOLDER:
U-Haul International, Inc., a Nevada
Corporation
By: /s/ Gary V. Klinefelter
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Name: Gary V. Klinefelter
Its: Secretary