EXHIBIT 3.105
STATE OF MISSOURI
Matt Blunt
Secretary of State
CERTIFICATE OF CORPORATE RECORDS
U-HAUL COMPANY OF MISSOURI
00140684
I, MATT BLUNT, Secretary of the State of the State of Missouri and
Keeper of the Great Seal thereof, do hereby certify that the annexed
pages contain a full, true and complete copy of the original
documents on file and of record in this office for which
certification has been requested.
IN TESTIMONY WHEREOF, I have set my hand and imprinted the GREAT SEAL of the
State of Missouri, on this, the 7TH day of AUGUST, 2003.
Matt Blunt
- ------------------
Secretary of State
STATE of MISSOURI
JAMES C. KIRKPATRICK, Secretary of State
Corporation Division
CERTIFICATE OF INCORPORATION
WHEREAS, duplicate originals of Articles of Incorporation of U-HAUL CO. OF
SOUTHERN MISSOURI have been received and filed in the office of the Secretary of
State and which Articles, in all respects, comply with the requirements of The
General and Business Corporation Law:
NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, by virtue of the authority vested in me by law, do hereby certify and
declare U-HAUL CO. OF SOUTHERN MISSOURI a body corporate, duly organized this
day and that it is entitled to all rights and privileges granted corporations
organized under The General and Business Corporation Law; that the address of
its initial Registered Office in Missouri is 314 North Broadway, St. Louis, ;
that its period of existence is perpetual; and that the amount of its Authorized
Snares is THIRTY THOUSAND Dollars.
IN TESTIMONY WHEREOF, I have hereunto set my
hand and affixed the GREAT SEAL of the State
of Missouri, at the City of Jefferson, this
2nd day of March, 1970.
JAMES C. KIRKPATRICK
---------------------------------
Secretary of State
---------------------------------
Deputy Secretary of State
RECEIVED OF: U HAUL CO. OF SOUTHERN MISSOURI Fifty-three and no/100 Dollars, $
53.00 For Credit of General Revenue Fund, on Account of Incorporation Tax and
Fee.
/s/ [ILLEGIBLE]
------------------------------------
Deputy Collector of Revenue
No. 140684
State of Missouri Office of Secretary of State
ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65102
The undersigned natural person(s) of the age of twenty-one years or more
for the purpose of forming a corporation under The General and Business
Corporation Law of Missouri adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: U-HAUL CO. OF SOUTHERN MISSOURI
ARTICLE TWO
The address, including street and number, if any, of the corporation's
initial registered office in this state is: 314 North Broadway, St. Louis,
Missouri and the name of its initial registered agent at such address is: C. T.
Corporation System
ARTICLE THREE
The aggregate number, class and par value, if any, of shares which the
corporation shall have authority to issue shall be:
3,000 shares of common stock with a par value of Ten ($10.00) Dollars per
share.
The preferences, qualifications, limitations, restrictions, and the special
or relative rights, including convertible rights, if any, in respect of the
shares of each class are as follows: None.
ARTICLE FOUR
The number and class of shares to be issued before the corporation shall
commence business, the consideration to be paid therefor and the capital with
which the corporation will commence business are as follows:
Per Value (or for shares
without par value, show
Consideration amount of consideration
No. of Shares Class to be paid paid which will be capital)
50 Common $500.00 $10.00 per-share
The corporation will not commence business until consideration of the value
of at least Five Hundred Dollars has been received for the issuance of shares.
ARTICLE FIVE
The name and place of residence of each incorporator is as follows:
Name Street City
David L. Helsten 2727 North Central Avenue Phoenix, Arizona 85004
ARTICLE SIX
The number of directors to constitute the board of directors is Three (3)
ARTICLE SEVEN
The duration of the corporation is Perpetual.
The corporation is formed for the following purposes:
to rent and lease to the general public trailers, semi-trailers,
trucks, passenger automobiles and other equipment, tools, machinery,
vehicles and property of any and every kind and description, and to
purchase or otherwise acquire and operate any facilities useful for the
conduct of the business enterprises of this corporation.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all powers conferred by the laws of
the State of Missouri upon corporations, and to engage in any lawful
activity within the purposes for which corporations may be organized
under the General and Business Corporation Law of Missouri.
IN WITNESS WHEREOF, these Articles of Incorporation have been signed this
6th day of February, 1970.
/s/ DAVID L. HELSTEN
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
STATE OF ARIZONA }
SS
COUNTY OF MARCOPA }
I, Helen H. Delamater, a notary public, do hereby certify that on
the 6th day of February, 1970, personally appeared before me, David L.
Helsten (and_____________________________,) who being by me first duly sworn,
(severally) declared that he is (they are) the person(s) who signed the
foregoing document as incorporator (s), and that the statements therein
contained are true.
/s/ Helen H. Delamater
--------------------------------
Notary Public
My commission expires 8/13/72, 19_____.
Von, Hoffmann Press, Jefferson City, Mo, [ILLEGIBLE]
CONSENT TO USE OF SIMILAR NAME
To the Secretary of State
State of Missouri
The undersigned corporation hereby consents to the use of a similar
name:
1. The name of the consenting Corporation is U-HAUL CO., INC., a
corporation organized and existing under the laws of the State of
Kansas and qualified in the State of Missouri.
2. The name of the corporation to which this consent is given and which is
about to be organized under the laws of this State is:
U-HAUL CO. OF ST. LOUIS
IN WITNESS WHEREOF, this corporation has caused this consent to be
executed this 26 day of January, 1970.
U-HAUL CO., INC.
(SEAL)
BY: /s/ Theodore R. Fore
----------------------------
Theodore R. Fore President
BY: /s/ Winifred F. Shop
---------------------------------
Winifred F. Shop Secretary
STATE OF Kansas )
) ss.
COUNTY OF Wyandotte )
Before me, a Notary Public, personally appeared Theodore R. Fore &
Winifred F. Shop known to me to be the persons who executed the foregoing
instrument, and acknowledged that he executed the same for the purpose therein
contained and that the statements therein contained are truly set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
26 day of January, 1970.
/s/ [ILLEGIBLE]
---------------------------------
Notary Public
My Commission Expires Sept. 17, 1972
(SEAL)
CONSENT TO USE OF SIMILAR NAME
To the Secretary of State
State of Missouri
The undersigned corporation hereby consents to the use of a similar
name:
1. The name of the consenting corporation is U-HAUL-CO., INC., a
corporation organized and existing under the laws of the State of
Kansas and qualified in the State of Missouri.
2. The name of the corporation to which this consent is given and which is
about to be organized under the laws of this State is:
U-HAUL CO. OF SOUTHERN MISSOURI
IN WITNESS WHEREOF, this corporation has caused this consent to be
executed this 26 day of January, 1970.
U-HAUL CO., INC.
(SEAL)
By: /s/ Theodore R. Fore
------------------------------
Theodore R. Fore President
By: /s/ Winifred F. Shop
--------------------------------------
Winifred F. Shop Secretary
STATE OF Kansas )
) ss.
COUNTY OF Wyandotte )
Before me, a Notary Public, personally appeared Theodore R. Fore &
Winifred F. Shop known to me to be the persons who executed the foregoing
instrument, and acknowledged that he executed the same for the purpose therein
contained and that the statements therein contained are truly set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
26 day of January, 1970.
/s/ [ILLEGIBLE]
------------------------------------
Notary Public
My Commission Expires Sept. 17, 1972
(SEAL)
No. 140684
(SEAL) STATE OF MISSOURI
JAMES C. KIRKPATRICK, SECRETARY OF STATE
CORPORATION DEPARTMENT
CERTIFICATE OF AMENDMENT
WHEREAS, AMERCO MARKETING CO. OF SOUTHERN MISSOURI (FORMERLY: U-HAUL CO. OF
SOUTHERN MISSOURI) a corporation organized under The General and Business
Corporation Law has delivered to me a certificate of Amendment of its Articles
of Incorporation and has in all respects complied with the requirements of law
governing the amendment of Articles of Incorporation under The General and
Business Corporation Law.
NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, do hereby certify that I have filed said Certificate of Amendment as
provided by law, and that the Articles of Incorporation of said corporation are
amended in accordance therewith.
IN TESTIMONY WHEREOF, I have hereunto set my
hand and affixed the GREAT SEAL of the State
of Missouri, at the City of Jefferson, this
29th day of October, 1970
/s/ James C. Kirkpatrick
-----------------------------
Secretary of State
-----------------------------
Deputy Secretary of State
RECEIVED OF: AMERCO MARKETING CO. OF SOUTHERN MISSOURI Three and no/100 Dollars,
$ 3.00.
For Credit of General Revenue Fund, on Account of Amendment Fee.
No 140684
/s/ [ILLEGIBLE]
---------------------------
Deputy Collector of Revenue
STATE OF MISSOURI . . . OFFICE OF SECRETARY OF STATE
JAMES C. KIRKPATRICK, SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
(1) The name of the Corporation is U-HAUL CO. OF SOUTHERN MISSOURI
The name under which it was originally organized was U-HAUL CO. OF
SOUTHERN MISSOURI
(2) An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on AUGUST 12, 1970.
(3) Article # I is amended to read as follows:
"The name of the corporation is:
AMERCO MARKETING CO. OF SOUTHERN MISSOURI."
(4) Of the 50 shares outstanding, 50 of such shares were entitled to
vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon
as a class were as follows:
Number of
Class Outstanding Shares
N/A
(5) The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
Common 50 -0-
(6) If the amendment changed the number or par value of authorized
shares having a par value the amount in dollars of authorized shares having a
par value as changed is:
N/A
If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
N/A
(7) If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:
N/A
IN WITNESS WHEREOF, the undersigned, CALVIN R. HOLMAN
President
- ----------------------------- has executed this Instrument and its
Vice President
DELPHIA L. HOLMAN has Affixed its corporate seal hereto and
- ------------------
Secretary
attested said seal on the 14th day of SEPTEMBER, 1970.
PLACE
CORPORATE SEAL
HERE
U-HAUL CO. OF SOUTHERN MISSOURI
-------------------------------
(Name of Corporation)
ATTEST:
/s/ Delphia L. Holman By /s/ Calvin R. Holman
- ----------------------------------- -----------------------------------
(Secretary) (President) Calvin R. Holman
Delphia L. Holman
STATE OF MISSOURI }
} ss.
COUNTY OF BARRY }
I, Ellen M. Kidwell, a notary public do hereby certify that on this
14th day of SEPTEMBER, 1970, personally appeared before me CALVIN R. HOLMAN,
who, being by me first sworn, declared that he is the PRESIDENT of U-HAUL CO. OF
SOUTHERN MISSOURI that he signed the foregoing document as PRESIDENT of the
corporation, and that the statements therein contained are true.
/s/ Ellen M. Kidwell
--------------------------------------
Notary Public
(NOTARIAL
SEAL)
My commission expires 10-29-71.
CONSENT TO USE OF SIMILAR NAME
To the Secretary of State
State of Missouri
The undersigned corporation hereby consents to the use of a similar
name:
1. The name of the consenting corporation is AMERCO, a corporation
organized and existing under the laws of the State of Arizona.
2. The name of the corporation to which this consent is given and which is
about to be organized under the laws of this State is: AMERCO MARKETING
CO. OF SOUTHERN MISSOURI
In Witness Whereof, this corporation has caused this consent to be
executed this 12 day of August, 1970.
AMERCO, an Arizona corporation
BY: /s/ L. S. Shoen
----------------------------------
L. S. Shoen - President
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
Before me, a Notary Public, personally appeared L. S. Shoen known to me
to be the person who executed the foregoing instrument, and acknowledged that he
executed the same for the purpose therein contained and that the statements
therein contained are truly set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
12th day of August, 1970.
/s/ [ILLEGIBLE]
--------------------------------------
Notary Public
My Commission Expires Aug. 13, 1972
NO.140684
(SEAL) STATE OF MISSOURI
JAMES C. KIRKPATRICK, SECRETARY OF STATE
CORPORATION DIVISION
CERTIFICATE OF AMENDMENT
WHEREAS, U-HAUL COMPANY OF SOUTHERN MISSOURI (FORMERLY: AMERCO MARKETING CO. OF
SOUTHERN MISSOURI) a corporation organized under The General and Business
Corporation Law has delivered to me a Certificate of Amendment of its Articles
of Incorporation and has in all respects complied with the requirements of law
governing the amendment of Articles of Incorporation under The General and
Business Corporation Law.
NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, do hereby certify that I have filed said Certificate of Amendment as
provided by law, and that the Articles of Incorporation of said corporation are
amended in accordance therewith.
IN TESTIMONY WHEREOF, I have hereunto set my
hand and affixed the GREAT SEAL of the State
of Missouri, at the City of Jefferson, this
23rd day of March 1973.
/s/ James C. Kirkpatrick
--------------------------------------
Secretary of State
RECEIVED OF: U-HAUL COMPANY OF SOUTHERN MISSOURI three and no/100 Dollars, $
3.00 For Credit of General Revenue Fund, on Account of Amendment Fee.
No. 140684
/s/ [ILLEGIBLE]
--------------------------------------
Deputy Collector of Revenue
(SEAL) STATE OF MISSOURI. . .OFFICE OF SECRETARY OF STATE
JAMES C. KIRKPATRICK, SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
(1) The name of the Corporation is AMERCO MARKETING CO. OF SOUTHERN
MISSOURI
The name under which it was originally organized was U-HAUL CO. OF
SOUTHERN MISSOURI
(2) An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on February 21, 1973.
(3) Article # 1 is amended to read as follows:
The name of the corporation is U-HAUL COMPANY OF SOUTHERN MISSOURI
(If more than one article is to be amended or more space is needed attach fly
sheet.)
(4) Of the 500 shares outstanding, 500 of such shares were entitled to
vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon
as a class were as follows:
Number of
Class Outstanding Shares
Common 500
(5) The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
Common 500 NONE
(6) If the amendment changed the number or par value of authorized
shares having a par value the amount in dollars of authorized shares having a
par value as changed is:
NO CHANGE
If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
NO CHANGE
(7) If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, the following is a
statement of the manner in which such reduction shall be effected:
NO CHANGE
IN WITNESS WHEREOF, the undersigned, Calvin. R. Holman President has
-----------------
President
executed this instrument and its Secretary, Delphia L. Holman has affixed its
----------------------------
Secretary
corporate seal hereto and attested said seal on the 19th day of March, 1973.
PLACE
CORPORATE SEAL
HERE
AMERCO MARKETING CO. OF SOUTHERN MISSOURI
-----------------------------------------
(Name of Corporation)
ATTEST:
/s/ Delphia L. Holman By /s/ Calvin R. Holman
- ----------------------------------- --------------------------------------
Delphia L.(Secretary) Holman Calvin R.(President) Holman
STATE OF Missouri }
} ss.
COUNTY OF Barry }
I, Joe Miller, a notary public, do hereby certify that on this 19th day
of March, 1973, personally appeared before me Calvin R. Holman, who, being by me
first duly sworn, declared that he is the President of AMERCO MARKETING CO. OF
SOUTHERN MISSOURI that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
/s/ Joe Miller
--------------------------------------
Notary Public
(NOTARIAL
SEAL)
My commission expires 12-7-75.
CONSENT TO USE OF SIMILAR NAME
The undersigned corporation hereby consents to the use of a similar
name:
1. The name of the consenting corporation is U-HAUL CO., INC., a
corporation organized and existing under the laws of the State
of Kansas.
2. The name of the corporation to which this consent is given and
which is about to amend its corporate name is:
AMERCO MARKETING CO. OF SOUTHERN MISSOURI
3. The name the corporation shall adopt by amending its Articles
of Incorporation is:
U-HAUL CO. OF SOUTHERN MISSOURI
In Witness Whereof, this corporation has caused this consent to be
executed this 28th day of February, 1973.
U-HAUL CO., INC., a Kansas corporation
By: /s/ Arthur G. Seifert
----------------------------------
Arthur G. Seifert Assistant Secretary
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
Before me, a Notary Public, personally appeared Arthur G. Seifert,
known to me to be the person who executed the foregoing instrument, and
acknowledged that he executed the same for the purpose therein contained and
that the statements therein contained are truly set forth.
In Witness Whereof, I have hereunto set my hand and official seal this
28th day of February, 1973.
(SEAL) /s/ Helen H. Delamater
-----------------------------------------
Notary Public - State of Arizona
My commission expires August 13, 1976
(SEAL) STATE OF MISSOURI
ROY D. BLUNT, SECRETARY OF STATE
CORPORATION DIVISION
STATEMENT OF CHANGE OF BUSINESS OFFICE
OF A REGISTERED AGENT
OF A FOREIGN OR DOMESTIC CORPORATION
INSTRUCTIONS
There is a $5.00 fee for filing this statement. It must be filed in
DUPLICATE for the corporation listed in the statement. All copies must be
signed and notarized. The registered agent should sign in his individual
name, unless the registered agent is a corporation, in which case the
statement shall be executed by its president or vice president and verified
by him, sealed with the corporate seal and attested by its secretary or an
assistant secretary.
Make check payable to "Director of Revenue."
THIS FORM IS FOR USE BY A REGISTERED AGENT ONLY.
To: SECRETARY OF STATE
P.O. Box 778
Jefferson City, Missouri 65102 Charter No. 00140684
The undersigned registered agent, for the purpose of changing its
business office in Missouri as provided by the provisions of "The General and
Business Corporation Act in Missouri," represents that:
1. The name of the corporation (in Missouri) is U-HAUL COMPANY OF SOUTHERN
MISSOURI
2. The name of this registered agent is C T CORPORATION SYSTEM
3. The address, including street number, if any, of the PRESENT business office
of the registered agent is 314 North Broadway, St. Louis, Missouri 63102
4. The address, including street number, if any, of the business office of the
registered agent is hereby CHANGED TO 906 Olive Street, St. Louis, Missouri
63101
5. Notice in writing of the change has been mailed by the registered agent to
the corporation named above.
6. The address of the registered office of the corporation named above and the
business office of the registered agent, as changed, is identical.
(Over)
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL
PERSON)
IN WITNESS WHEREOF, the undersigned registered agent has caused this report to
be executed this___________________________, day of ___________________________,
19___________________________________.
________________________________
Signature Of Registered Agent
State of __________________________ }
} ss
County of _________________________ }
On this _______________________ day of _______________________,in the year 19__,
before me, ___________________________________, a Notary Public in and for said
state, personally appeared_________________________ known to me to be the person
who executed the within Statement of Change of Business Office and acknowledged
to me that________executed the same for the purposes therein stated.
(NOTARIAL SEAL) ________________________________
Notary Public
My commission expires___________
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A CORPORATION)
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its ASSISTANT VICE-PRESIDENT, attested by its SECRETARY
or ASSISTANT SECRETARY this 8th day of January, 1988.
(CORPORATE SEAL) C T CORPORATION SYSTEM C T CORPORATION SYSTEM
CORPORATE SEAL ___________________________
1936 Name of Corporation
DELAWARE By /s/ [ILLEGIBLE]
If no seal, state "none". ________________________
Assistant Vice-President
Attest:
/s/ [ILLEGIBLE]
_____________________________________
Assistant Secretary
State of New York }
} ss
County of New York }
On this 8th day of January in the year 1988. before me Theresa Alfieri, a Notary
Public in and for said state, personally appeared Mary G. Murray, Assistant Vice
______________ ______________
Name Title
President, C T Corporation System known to me to be the person who executed the
_________ _____________________
Name of Corporation
within Statement of Change of Business Office in behalf of said corporation and.
acknowledged to me that she executed the same for the purposes therein stated.
/s/ Theresa Alfieri
________________________________
THERESA ALFIERI
Notary Public,State of New York
(NOTARIAL SEAL) My commission expires No.4703698
Qualified in Kings County
Certificate filed in New York County
Commission Expires Dec. 31, 1989
(SEAL) STATE OF MISSOURI
ROY D. BLUNT, SECRETARY OF STATE
CORPORATION DIVISION
CERTIFICATE OF MERGER --
MISSOURI CORPORATION SURVIVING
WHEREAS, Articles of Merger of the following corporations:
Name of Corporations SPRINGFIELD RENTAL EQUIPMENT REPAIR SHOP, INC. (#00288511)
INTO:
U-HAUL CO. OF SOUTHERN MISSOURI (#00140684)
Organized and Existing Under Laws of Missouri have been received, found to
conform to law, and filed.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri,
issue this Certificate of Merger, certifying that the merger of the aforenamed
corporations is effected, with U-HAUL CO. OF SOUTHERN MISSOURI (#00140684) as
the surviving corporation.
IN TESTIMONY WHEREOF, I hereunto set my hand
and affix the GREAT SEAL of the State of
Missouri. Done at the City of Jefferson,
this 1st day of May, 1989.
/s/ Roy D. Blunt
--------------------------------------
Secretary of State
Fee $25.00
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 1st day of February,
1989, entered into by U-Haul Company of Southern Missouri, the surviving
corporation and Springfield Rental Equipment Repair Shop, Inc., the Absorbed
Corporation, both corporation of the State of Missouri and together referred to
as the Constituent Corporations hereby witnesseth that:
The respective Boards of Directors and the Sole Shareholder by
resolution have determined it to be advisable that the Absorbed Corporation be
merged into the Surviving Corporation under the terms and conditions hereinafter
set forth in accordance with the applicable provisions of the General
Corporation Law of the State of Missouri, which laws permit such merger.
NOW THEREFORE, the parties hereto do agree as follows:
I
The Articles of Incorporation of the Surviving Corporation shall
continue to be its Articles of Incorporation, unless altered or amended below,
following the effective date of the merger.
II
The executed PLAN/AGREEMENT/ARTICLES OF MERGER is on file at the
Surviving Corporation's principal office. The location of that office is 503
College, Springfield, MO 65806.
III
The provisions for handling the shares of stock of the Constituent
Corporations are as follows:
(1) All issued and outstanding shares of stock of the
Constituent Corporation shall be absorbed.
(2) On the effective date of the merger and when the
aforementioned cancellation has been effected, the
outstanding shares of stock of the Surviving Corporation
shall be deemed for all corporate purposes to evidence
the ownership of the Constituent Corporations.
IV
The number of shares outstanding and the number os shares entitled to
vote upon such PLAN/AGREEMENT/ARTICLES OF MERGER, and the number of shares voted
for and against such PLAN/AGREEMENT/ARTICLES OF MERGER as to each corporation
was as follows:
NUMBER OF
NUMBER OF SHARES NUMBER NUMBER
COMPANY SHARES ENTITLED VOTED VOTED
NAME OUTSTANDING TO VOTE FOR AGAINST
- -------------------- ----------- --------- ------ -------
Springfield Rental 500 500 500 0
Equipment Repair
Shop, Inc.
U-Haul Company 500 500 500 0
of Southern Missouri
V
The Constituent Corporations shall take or cause to be taken all action
or do or cause to be done, all things necessary, proper or advisable under the
laws of the State of Missouri, to consummate and make effective this merger,
subject, however to the appropriate vote or consent to the stockholders of the
Constituent Corporation in accordance with the requirements of the State of
Missouri.
VI
The Surviving Corporation hereby irrevocable appoints C T Corporation
System, as its agent to accept service of process in any suit or other
proceeding and to enforce against the surviving Corporation any obligation of
any Constituent Domestic Corporation or enforce the rights of a dissenting
shareholder of any Constituent Domestic Corporation. A copy of any such process
may be mailed to John A. Lorentz, P.O. Box 21502, Phoenix, Arizona, 85036.
VII
The Surviving Corporation shall pay all expenses of accomplishing the
merger, and assumes the responsibility for all tax liabilities of the Absorbed
Corporation.
Surviving Corporation: U-HAUL COMPANY OF SOUTHERN
MISSOURI
a Missouri corporation
By: /s/ Calvin R. Holman
-------------------------------------
Calvin R. Holman, President
Verified
By: /s/ James E. Henson
-----------------------------------
James E. Henson, Secretary
Absorbed Corporation: SPRINGFIELD RENTAL EQUIPMENT
REPAIR SHOP, INC.
A Misosuri Corporation
By: /s/ John Zarr
-------------------------------------
John Zarr, President
Verified
By: /s/ James E. Henson
-----------------------------------
James E. Henson, Secretary
STATE OF
COUNTY OF
On this 9 day of Mar, 1989, before me, the undersigned Notary Public,
personally appeared Calvin R. Holman, known to me to be the President of U-Haul
Company of Southern Missouri, a Missouri corporation, that he is the person who
executed this instrument on behalf of said corporation, and acknowledged to me
that such corporation executed the same.
/s/ Harold P. James
-----------------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
STATE OF
COUNTY OF
On this 9 day of Mar, 1989, before me, the undersigned Notary Public,
personally appeared John Zarr, known to me to be the President of Springfield
Rental Equipment Repair Shop, Inc. a Missouri corporation, that he is the person
who executed this instrument on behalf of said corporation, and acknowledged to
me that such corporation executed the same.
/s/ Harold P. James
-----------------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
UNANIMOUS CONSENT OF THE MEMBERS
OF THE BOARD OF DIRECTORS OF
SPRINGFIELD RENTAL EQUIPMENT REPAIR SHOP, INC.
A MISSOURI CORPORATION
February 1, 1989
The undersigned, constituting all the members of the Board of Directors
of Springfield Rental Equipment Repair Shop, Inc., a Missouri corporation,
hereby consent to and adopt the following resolutions:
RESOLVED: That Springfield Rental Equipment Repair Shop, Inc., does
hereby agree to and approve the Plan of Merger between this corporation
and U-Haul Company of Southern Missouri, whereby this corporation shall
be absorbed into U-Haul Company of Southern Missouri, all in accordance
with the copy of the Plan of Merger attached hereto, and be it further
RESOLVED: That the President and Secretary of this corporation be and
they hereby are authorized and directed to execute on behalf of this
corporation said Plan of Merger and to do all and everything necessary
to complete said merger, and be it further
RESOLVED: That said Plan be submitted to the sole shareholder of this
corporation for the purpose of considering the approval of said Plan.
/s/ John Zarr
--------------------------------------
John Zarr, Director
/s/ John Jones
--------------------------------------
John Jones, Director
/s/ Calvin R. Holman
--------------------------------------
Calvin R. Holman, Director
UNANIMOUS CONSENT OF THE MEMBERS
OF THE BOARD OF DIRECTORS OF
U-HAUL COMPANY OF SOUTHERN MISSOURI
A MISSOURI CORPORATION
February 1, 1989
The undersigned, constituting all the members of the Board of Directors
of U-Haul Company of Southern Missouri, Inc., a corporation, hereby consent to
and adopt the following resolutions:
RESOLVED: That this corporation does hereby agree to and approve the
Plan of Merger between this corporation and Springfield Rental Equipment
Repair Shop, Inc., whereby this corporation shall be the surviving
corporation, all in accordance with the copy of the Plan of Merger
attached hereto, and be it further
RESOLVED: That the President and Secretary of this corporation be and
they hereby are authorized and directed to execute on behalf of this
corporation said Plan of Merger and to do all and everything necessary
to complete said merger, and
RESOLVED: That said Plan be submitted to the sole shareholder of this
corporation for the purpose of considering the approval of said Plan.
/s/ Calvin R. Holman
--------------------------------------
Calvin R. Holman, Director
/s/ James E. Hanson
--------------------------------------
James E. Hanson, Director
/s/ Harold James
--------------------------------------
Harold James, Director
No. 00140684
(SEAL) STATE OF MISSOURI
ROY D. BLUNT, SECRETARY OF STATE
CORPORATION DIVISION
CERTIFICATE OF AMENDMENT
WHEREAS, U-HAUL COMPANY OF MISSOURI (FORMERLY: U-HAUL COMPANY OF SOUTHERN
MISSOURI) a corporation organized under The General and Business Corporation Law
has delivered to me a Certificate of Amendment of its Articles of Incorporation
and has in all respects complied with the requirements of law governing the
amendment of Articles of Incorporation under The General and Business
Corporation Law.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do
hereby certify that I have filed said Certificate of Amendment as provided by
law, and that the Articles of Incorporation of said corporation are amended in
accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set my hand
and affix the GREAT SEAL of the State of
Missouri. Done at the City of Jefferson,
this 3rd day of December, 1990.
/s/ Roy D. Blunt
--------------------------------------
Secretary of State
Fee $20.00
(SEAL) STATE OF MISSOURI... OFFICE OF SECRETARY OF STATE
ROY D. BLUNT, SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
(To be submitted in duplicate)
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is U-Haul Company of Southern Missouri
The name under which it was originally organized was U-Haul Company of
Southern Missouri
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on November 1, 1990.
3. Article Number I is amended to read as follows:
The name of the corporation is U-HAUL COMPANY OF MISSOURI
(If more than one article is to be amended or more space is needed attach fly
sheet.)
4. Of the 500 shares outstanding, 500 of such shares were entitled to vote on
such amendment.
The number of outstanding shares of any class ENTITLED TO VOTE
THEREON AS A CLASS were as follows:
Class Number of Outstanding Shares
COMMON 500
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
COMMON 500 -0-
6. If the amendment changed the number or par value of authorized shares having
a par value, the amount in dollars of authorized shares having a par value as
changed is:
No Change
If the amendment changed the number of authorized shares without par value,
the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
No Change
7. If the amendment provides for an exchange, reclassification, or cancellation
of issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, the following is a
statement of the manner in which such reduction shall be effected:
No Change
IN WITNESS WHEREOF, the undersigned, John A. Lorentz, President has executed
this --------------------------
President or
instrument and its Gary V. Klinefelter, Secretary has affixed its corporate
------------------------------
Secretary or Assistant Secretary
seal hereto and attested said seal on the 1st day of November, 1990.
PLACE
CORPORATE SEAL
HERE.
(IF NO SEAL STATE "NONE.")
U-Haul Co. of Southern Missouri
--------------------------------
Name of Corporation
ATTEST:
/s/ Gary V. Klinefelter By /s/ John A. Lorentz
- ------------------------------------- ----------------------------------
Secretary or Assistant Secretary President or Vice-President
Gary V. Klinefelter, Secretary John A. Lorentz, President
State of ARIZONA
ss
County of MARICOPA
I, Blanche I. Passolt, a [ILLEGIBLE] that on this 1st day of November,
1990, personally appeared before me John A. Lorentz who being by me first duly
sworn, declared that he is the President of U-Haul Company of Southern Missouri
that he signed the foregoing document as President of the corporation, and that
the statements therein contained are true.
NOTARIAL SEAL /s/ Blanche I. Passolt
--------------------------------------
Notary Public
My commission expires
---------------
CONSENT TO USE OF SIMILAR NAME
The undersigned corporation hereby consents to the use of a similar
name:
1. The name of the consenting corporation is: U-Haul Co. of Kansas
City, Inc., a Kansas corporation, and U-Haul Company of Eastern Missouri, a
Missouri Corporation, both corporations are qualified to do business in the
State of Missouri.
2. The name of the corporation to which this Consent is being given and
which is about to be organized under the laws of the State of Missouri is:
U-HAUL COMPANY OF MISSOURI
IN WITNESS WHEREOF, this corporation has caused this Consent to be
executed this November 12, 1990.
U-Haul Co. of Kansas, Inc.
U-Haul Company of Missouri
By: /s/ John A. Lorentz
------------------------------------
John A. Lorentz, President
STATE OF ARIZONA
COUNTY OF MARICOPA
Before me, a Notary Public, personally appeared John A. Lorentz, known
to me to be the person who executed and attested the foregoing instrument
respectively, and acknowledged that he executed and attested the same for the
purposes therein contained and that the statements are truly set forth.
In Witness Whereof, I have hereunto set my hand and official seal this
12nd day of November, 1990.
(NOTARIAL SEAL) /s/ Blanche I. Passolt
--------------------------------------
NOTARY PUBLIC
No. #00140684
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
CERTIFICATE OF MERGER --
MISSOURI CORPORATION SURVIVING
WHEREAS, Articles of Merger of the following corporations:
Name of Corporations U-HAUL COMPANY OF EASTERN MISSOURI (#00141188) INTO: U-HAUL
COMPANY OF MISSOURI (#00140684) Organized and Existing Under Laws of Missouri
have been received, found to conform to law, and filed.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri,
issue this Certificate of Merger, certifying that the merger of the aforenamed
corporations is effected, with U-HAUL COMPANY OF MISSOURI (#00140684) as the
surviving corporation.
IN TESTIMONY WHEREOF, I hereunto set my hand
and affix the GREAT SEAL of the State of
Missouri. Done at the City of Jefferson,
this 27th day of March, 1991
/s/ Roy D. Blunt
------------------------------------
Secretary of State
Fee $25.00
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 13th day of February,
1991, entered into by U-Haul Co. of Missouri, the surviving corporation and
U-Haul Company of Eastern Missouri, the absorbed Corporation, both Missouri
corporations and together referred to as the Constituent Corporations hereby
witnesseth that:
The respective Boards of Directors and the Sole Shareholder by
resolution have determined it to be advisable that the Absorbed Corporation be
merged into the Surviving Corporation under the terms and conditions hereinafter
set forth in accordance with the applicable provisions of the General
Corporation Law of the State of Missouri which laws permit such mergers.
NOW THEREFORE, the parties hereto do agree as follows:
I
The Articles of Incorporation of the Surviving Corporation shall
continue to be its Articles of Incorporation, unless altered or amended below,
following the effective date of the merger.
II
The executed PLAN/AGREEMENT/ARTICLES OF MERGER is on file at the
Surviving Corporation's principal office. The location of that office is John A.
Lorentz, 2721 N. Central Avenue, Phoenix, Arizona 85004.
III
The provisions for handling the shares of stock of the Constituent
Corporations are as follows:
(1) All issued and outstanding shares of stock of the
Absorbed Corporation shall be cancelled.
(2) On the effective date of the merger and when the
aforementioned cancellation has been effected, the
outstanding shares of stock of the Surviving
Corporation shall be deemed for all corporate
purposes to evidence the ownership of the Surviving
Corporation.
IV
The number of shares outstanding and the number os shares entitled to
vote upon such PLAN/AGREEMENT/ARTICLES OF MERGER, and the number of shares voted
for and against such PLAN/AGREEMENT/ ARTICLES OF MERGER as to each corporation
was as follows:
NUMBER OF
NUMBER OF SHARES NUMBER NUMBER
COMPANY SHARES ENTITLED VOTED VOTED
NAME OUTSTANDING TO VOTE FOR AGAINST
---- ----------- ------- --- -------
U-HAUL CO. OF
MISSOURI 500 500 500 -0-
U-HAUL COMPANY
OF EASTERN
MISSOURI 500 500 500 -0-
V
The Constituent Corporations shall take or cause to be taken all action
or do or cause to be done, all things necessary, proper or advisable under the
laws of the States of Missouri, to consummate and make effective this merger,
subject, however to the appropriate vote or consent to the stockholders of the
Constituent Corporation in accordance with the requirements of the State of
Missouri.
VI
The Surviving Corporation hereby irrevocable appoints C. T. Corporation
System, as its agent to accept service of process in any suit or other
proceeding and to enforce against the surviving Corporation any obligation of
any Constituent Domestic Corporation or enforce the rights of a dissenting
shareholder of any Constituent Domestic Corporation. A copy of any such process
may be mailed to John A. Lorentz, P. O. Box 21502, Phoenix, Arizona 85036.
VII
The Surviving Corporation shall pay all expenses of accomplishing the
merger, and assumes the responsibility for all tax liabilities of the Absorbed
Corporation.
VIII
The effective date of the merger shall be January 1, 1991, for
accounting purposes.
Surviving Corporation: U-HAUL CO. MISSOURI,
A Missouri Corp.
By: /s/ John A. Lorentz
------------------------------------------
John A. Lorentz, President
Verified
By: /s/ Gary V. Klinefelter
---------------------------------
Gary V. Klinefelter, Secretary
Absorbed Corporation: U-HAUL CO. OF EASTERN
MISSOURI, a Missouri Corporation
By: /s/ John A. Lorentz
------------------------------------------
John A. Lorentz, President
Verified
By: /s/ Gary V. Klinefelter
---------------------------------
Gary V. Klinefelter, Secretary
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 13th day of February, 1991, before me, the undersigned Notary
Public, personally appeared John A. Lorentz, known to me to be the President of
U-Haul Co. of Missouri, a Missouri Corporation, that he is the person who
executed this instrument on behalf of said corporation, and acknowledged to me
that such corporation executed the same.
/s/ [ILLEGIBLE]
------------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 13th day of February, 1991 before me, the undersigned Notary
Public, personally appeared John A. Lorentz known to me to be the President of
U-Haul Company of Eastern Missouri, a Missouri Corporation, that he is the
person who executed this instrument on behalf of said corporation, and
acknowledged to me that such corporation executed the same.
/s/ [ILLEGIBLE]
------------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
STATE OF MISSOURI
JUDITH K. MORIARTY, SECRETARY OF STATE
P.O. BOX 778, JEFFERSON CITY, MO. 65102
Corporation Division
STATEMENT OF CHANGE OF REGISTERED AGENT
OR REGISTERED OFFICE
INSTRUCTIONS
The filing fee for this change is $10.00.
Change must be filed in DUPLICATE.
The registered office may be, but need not be, the same as the place of business
of the corporation or limited partnership, but the registered office and the
business address of the agent must be the same. The corporation or limited
partnership cannot act as its own registered agent.
Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State. Forms are available upon request.
[ILLEGIBLE]
SECRETARY OF STATE Charter No. 140684
The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership Law," represents that:
(1) The name of the corporation/ltd. partnership is:
U-HAUL COMPANY OF MISSOURI
(2) The name of its registered agent before this change is:
C T Corporation System
(3) The name of the new registered agent is: THE CORPORATION COMPANY
(4) The address, including street number, if any, of its registered office
before this change is:
906 Olive Street, St. Louis, MO 63101
(5) Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO:
7733 Forsyth Blvd., Clayton, Missouri 63105
(6) The address of its registered office and the address of the business office
of its registered agent, as changed will be identical.
(7) Such change was authorized by resolution duly adopted by the board of
directors of the corporation or by the limited partnership.
IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its President or Vice President
of the corporation, or Partner of the limited partnership, and attested to by
the assistant secretary if a corporation on the 19th day of December 1994
U-HAUL COMPANY OF MISSOURI
----------------------------------------------
Name of corporation or limited partnership
(CORPORATE SEAL)
------------------------
IF NO SEAL, STATE "NONE"
By: /s/ [ILLEGIBLE]
------------------------------------------
President or Vice President of corporation
or
General Partner of limited Partnership
By: /s/ Michael Schultz
-------------------------------------------
Michael Schultz, President
Attest:
/s/ John A. Lorentz
- -------------------------------------------------
Secretary or Assistant Secretary
John A. Lorentz [ILLEGIBLE], Assistant Secretary
State of ARIZONA
} ss.
County of MARICOPA
I, Blanche I. Passolt, a Notary Public, do hereby certify that on the 19th
day of December, 1994, personally appeared before me John A. Lorentz who
declares he/she is the President or Vice President of the corporation, or a
General Partner of the limited partnership, executing the foregoing document,
and being first duly sworn, acknowledged that he/she signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ [ILLEGIBLE]
-------------------------------
NOTARY PUBLIC
(NOTARIAL SEAL)
My commission expires 11/20/97
The Secretary of State's Office makes every effort to provide program
accessibility to all citizens without regard to disability. If you desire this
publication in alternate form because of a disability, please contact the
Director of Publications, P.O. Box 778, Jefferson City, Mo. 65102; phone (314)
751-1814. Hearing-impaired citizens may contact the Director by phone through
Missouri Relay (800-735-2966). The Corporations Division also maintains a
Telecommunications Device for the Deaf (TDD) at (314)526-5599.
STATE OF MISSOURI
REBECCA McDOWELL COOK, SECRETARY OF STATE
P.O. BOX 778, JEFFERSON CITY, MO. 65102
Corporation Division
STATEMENT OF CHANGE OF BUSINESS OFFICE
OF A REGISTERED AGENT
INSTRUCTIONS
1. The filing fee for this change is $10.00. Change must be filed in DUPLICATE.
2. P.O. Box may only be used in conjunction with Street, Route or Highway.
3. Agent and address must be in the State of Missouri.
4. The corporation or limited partnership cannot act as its own registered
agent. The registered agent should sign in his individual name, unless the
registered agent is a corporation, in which case the execution should be by
proper officers.
Charter No. 00140684
The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided by the provisions of "The General and Business
Corporation Act in Missouri," or the "Missouri Uniform Limited Partnership Law,"
represents that:
1. The name of the corporation/limited partnership is U-HAUL COMPANY OF MISSOURI
2. The name of this registered agent is The Corporation Company
3. The address, including street number, if any, of the present business office
of the registered agent is
7733 Forsyth Blvd., Clayton, Missouri 63105
4. The address, including street number, if any, of the business office of the
registered agent is hereby changed to
120 Central Avenue, Clayton, Missouri 63105
5. Notice in writing of the change has been mailed by the registered agent to
the corporation/limited partnership named above.
6. The address of the registered office of the corporation/limited partnership
named above and the business office of the registered agent, as changed, is
identical.
(Over)
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED
AGENT IS A NATURAL PERSON)
IN WITNESS WHEREOF, the undersigned registered agent has caused this report
to be executed this _______________ day of ____________________________19______.
_____________________________________________
SIGNATURE OF REGISTERED AGENT
State of _________________________
} ss
County of ________________________
On this _____________________________________ day of _____________________,
in the year 19______, before me, ______________________________________________,
a Notary Public in and for said state, personally appeared ____________________
known to me to be the person who executed the within Statement of Change of
Business Office and acknowledged to me that _______________ executed the same
for the purposes therein stated.
_____________________________________________
NOTARY PUBLIC
(NOTARIAL SEAL)
My commission expires _______________________
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED
AGENT IS A CORPORATION)
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its PRESIDENT or VICE PRESIDENT, attested by its
SECRETARY or ASSISTANT SECRETARY this 27th day of March, 1998.
The Corporation Company
---------------------------------------------
(CORPORATE SEAL) NONE NAME OF CORPORATION
IF NO SEAL, STATE "NONE". By /s/ [ILLEGIBLE]
------------------------------------------
PRESIDENT OR VICE PRESIDENT
Attest:
/s/ [ILLEGIBLE]
- --------------------------------------
SECRETARY OR ASSISTANT SECRETARY
State of New York
} ss
County of New York
On this 27th day of March in the year 1998, before me Theresa Alfieri, a Notary
Public in and for said state, personally appeared Kenneth J. Uva,
---------------
NAME
Vice President, The Corporation Company known to me to be the person
- --------------- -------------------
TITLE NAME OF CORPORATION
who executed the within Statement of Change of Business Office in behalf of said
corporation and acknowledged to me that he executed the same for the purposes
therein stated.
/s/ [ILLEGIBLE]
---------------------------------------------
NOTARY PUBLIC
(NOTARIAL SEAL)
My commission expires 12/31/99