EXHIBIT 3.107
OFFICE OF THE SECRETARY OF STATE
[GRAPHICS]
OF THE
STATE OF MONTANA
CERTIFICATE OF INCORPORATION
I, FRANK MURRAY, Secretary of State of the State of Montana, do hereby certify
that duplicate originals of Articles of Incorporation for the incorporation of
U-HAUL CO. OF MONTANA. INC.
duly executed pursuant to the provisions of Section 15-2247 of the Revised Codes
of Montana, 1947, have been received in my office and are found to conform to
law.
NOW, THEREFORE, I, FRANK MURRAY, as such Secretary of State, by virtue of the
authority vested in me by law, hereby issue this Certificate of Incorporation to
U-HAUL CO. OF MONTANA, INC.
and attach hereto a duplicate original of the Articles of Incorporation.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of the State
of Montana, at Helena, the Capital, this
fourth
(GREAT SEAL) day of FEBRUARY A.D. 1974.
/s/ Frank Murray
FRANK MURRAY
Secretary of State
/s/ Gail M. Dewalt
By: GAIL M. DeWALT
Chief Deputy
ARTICLES OF INCORPORATION
of
U-HAHL CO. OF MONTANA, INC.
We, the undersigned, all being of legal age, for the purpose of forming
a corporation under and by virtue of the laws of the State of Montana, do hereby
adopt the following Articles of Incorporation.
ARTICLE I
The name of the proposed corporation is U-HAUL CO. OF MONTANA, INC.
ARTICLE II
The principal purpose of this corporation shall be
To rent and lease to the general public of 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.
To purchase or otherwise acquire, contract, equip, make,
improve and operate or aid, subscribe toward the acquisition, construction,
equipping, making, improving and operating of plants, mills, factories,
storehouses, garages, buildings and works of all kinds, insofar as the same may
pertain to, or be useful for, or in connection with the conduct of the business
enterprises of this corporation.
To manufacture, purchase or otherwise acquire, own, mortgage,
pledge, sell, assign and transfer, or otherwise dispose of, to invest, trade,
deal in and with goods, wares and merchandise and real and personal property of
every class and description.
To acquire, and pay for in cash, stock or bonds of this
corporation or otherwise, the good will, rights, assets and property, and to
undertake or assume the whole or any part of the obligations or liabilities of
any person, firm, association or corporation.
To acquire, purchase, guarantee, hold, mortgage, own, vote,
sell, pledge and/or otherwise dispose of and deal in shares, bonds, securities
and debentures and other evidences of indebtedness of other corporations,
domestic or foreign.
Page One of Three Pages
ARTICLE III
The street and post office address of the corporation's initial
registered office and the name of its initial registered agent at such address
is C T CORPORATION SYSTEM, 406 Fuller Avenue, City of Helena, County of Lewis &
Clark, Montana.
ARTICLE IV
The term for which the corporation is to exist is perpetual.
ARTICLE V
The number of directors of the corporation is three (3), and the names
and addresses of the directors to serve initially until the first annual meeting
of the stockholders or until their successors have been elected and qualified
are as follows:
John A. Lorentz 2727 North Central Avenue
Phoenix, Arizona 85004
David L. Helsten 2727 North Central Avenue
Phoenix, Arizona 85004
Arthur G. Seifert 2727 North Central Avenue
Phoenix, Arizona 85004
ARTICLE VI
The amount of the capital stock of the corporation is two thousand five
hundred (2500) shares of common stock, with a par value of Ten ($10.00) Dollars
per share.
ARTICLE VII
The names and addresses of the incorporators are as follows:
John A. Lorentz 2727 North Central Avenue
Phoenix, Arizona 85004
David L. Helsten 2727 North Central Avenue
Phoenix, Arizona 85004
Arthur G. Seifert 2727 North Central Avenue
Phoenix, Arizona 85004
Page Two of Three Pages
IN WITNESS WHEREOF, we have hereunto set our hands and seals
this 11 day of January, 1974.
/s/ John A. Lorentz
-------------------------------------------
John A. Lorentz
/s/ David L. Helsten
-------------------------------------------
David L. Helsten
/s/ Arthur G. Seifert
-------------------------------------------
Arthur G. Seifert
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
THIS IS TO CERTIFY that on the 11th day of January, 1974, before me, a
Notary Public, personally appeared John A. Lorentz, David L. Helsten and Arthur
G. Seifert who I am satisfied are the persons named in and who executed the
foregoing Articles of Incorporation, and I first having made known to them the
contents thereof, they did acknowledge that they had signed the same as their
voluntary act and deed for the uses and purposes therein expressed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal of this 11th day of January, 1974.
/s/ Helen H. Delamater
-------------------------------------------
Helen H. Delamater
Notary Public for the State of Arizona
Residing at Mesa, Arizona
My Commission expires August 13, 1976
(NOTARIAL SEAL)
Page Three of Three Pages
CONSENT TO USE OF SIMILAR NAME
TO THE SECRETARY OF STATE
STATE OF MONTANA
The undersigned corporation hereby consents to the use of a similar
name:
1. The name of the consenting corporation is U-HAUL CO., a
corporation organized and existing under the laws of the State
of Idaho.
2. The name of the corporation to which this consent is given and
which is about to be incorporated in this State:
U-HAUL CO. OF MONTANA, INC.
In Witness Whereof, this corporation has caused this consent to be
executed this 10 day of January, 1974.
U-HAUL CO., an Idaho 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
10th day of January, 1974.
/s/ Helen H. Delamater
-------------------------------------------
(Seal) Notary Public- State of Arizona
My Commission Expires 8/13/76
SECRETARY OF STATE
STATE OF MONTANA
CERTIFICATE OF MERGER
I, MIKE COONEY, Secretary of State of the State of Montana, do hereby certify
that the Articles of Merger of MOVERS WORLD OF MONTANA, INC., a Montana profit
corporation, into U-HAUL CO. OF MONTANA, INC., a Montana profit corporation, the
surviving corporation, duly executed pursuant to the provisions of Section
35-1-805, Montana Code Annotated, have been received in my office and conform to
law.
NOW, THEREFORE, I, MIKE COONEY, as such Secretary of State, by virtue of the
authority vested in me by law, hereby issue this Certificate of Merger to U-HAUL
CO. OF MONTANA, INC., the surviving Montana profit corporation, and attach
hereto a copy of the Articles of Merger.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of the State
of Montana, at Helena, the Capital, this
January 27, A.D. 1989.
/s/ Mike Cooney
MIKE COONEY
(GREAT SEAL) Secretary of State
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 10th day of January,
1989, entered into by U-Haul Co. Montana, Inc. the Surviving Corporation, and
Movers World of Montana, Inc., the Absorbed Corporation, both corporations of
the State of Montna, 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 Montana, 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 C. T.
Corporation System, 406 Fuller Avenue, Helena Montana, 59601.
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
- -------------------------------------------------------------
U-Haul Co. of
Montana, Inc. 50 50 50 -0-
Movers World of
Montana, Inc. 100 100 100 -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 State of Montana, 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
Montana.
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, 5036.
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 CO. MONTANA, INC. a
Montana Corporation
By: /s/ John M. Dodds
--------------------------------------------
John M. Dodds, President
Verified
By: /s/ John A. Lorentz
--------------------------------------------
John A. Lorentz, Secretary
Absorbed Corporation: MOVERS WORLD OF MONTANA,
INC., a Montana corporation
By: /s/ John M. Dodds
--------------------------------------------
John M. Dodds, President
Verified
By: /s/ John A. Lorentz
--------------------------------------------
John A. Lorentz, Secretary
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 10th day of January, 1989, before me, the undersigned Notary
Public, personally appeared John M. Dodds, known to me to be the President of
U-Haul Co. of Montana, Inc., a Montana 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/ Blanche I. Passolt
------------------------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
STATE OF ARIZONA
COUNTY OF MARICOPA
On this l0th day of January, 1989, before me, the undersigned Notary
Public, personally appeared John M. Dodds, known to me to be the President of
Movers World of Montana, Inc. a Montana 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/ Blanche I. Passolt
------------------------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
STATE OF MONTANA
OFFICE OF THE SECRETARY OF STATE
STATEMENT OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE
FOR THE PURPOSE OF HAVING AND CONTINUOUSLY MAINTAINING A REGISTERED AGENT AT A
REGISTERED OFFICE WITHIN THE STATE OF MONTANA, THE UNDERSIGNED SUBMITS THE
FOLLOWING STATEMENTS OF FACT TO THE SECRETARY OF STATE:
1. THE EXACT NAME OF THE ENTITY:
U HAUL CO. OF MONTANA, INC.
2. THE STREET AND MAILING ADDRESS OF THE CURRENT REGISTERED OFFICE:
406 FULLER AVENUE
PO BOX 1166
HELENA MT 59624-1166
3. THE STREET AND MAILING ADDRESS OF THE NEW REGISTERED OFFICE:
40 W LAWRENCE STE A
PO BOX 1166
HELENA MT 59624-1166
4. THE NAME OF THE CURRENT REGISTERED AGENT:
C T CORPORATION SYSTEM
5. THE NAME OF THE NEW REGISTERED AGENT:
6. THE UNDERSIGNED FURTHER CERTIFIES THAT THE STREET ADDRESS OF THE
REGISTERED OFFICE AND THE ADDRESS OF THE BUSINESS OFFICE OF THE
REGISTERED AGENT, AS CHANGED, WILL BE IDENTICAL.
7. THE UNDERSIGNED FURTHER CERTIFIES THAT THE NAMED ENTITY HAS BEEN
NOTIFIED OF THE CHANGE.
8. BY MY SIGNATURE, I, AS AN OFFICIAL OF THE ABOVE REGISTERED AGENT, DO
CERTIFY THAT THE STATEMENTS CONTAINED THEREIN ARE TRUE, UNDER PENALTY
OF LAW.
/s/ Kenneth J. Uva 12/15/1997
--------------------------------------------------- ----------
SIGNATURE OF AUTHORIZED PERSON DATED
KENNETH J. UVA, VICE PRESIDENT
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NAME AND TITLE OF ABOVE AUTHORIZED PERSON
Secretary of State
State of Montana
State Capitol SEPTEMBER 04, 1990
Helena, Montana 59620
INVOLUNTARY DISSOLUTION INTENT NOTICE
U HAUL CO. OF MONTANA, INC.
C T CORPORATION SYSTEM Folder: 0-039772
406 FULLER AVENUE Corp type: 11
PO BOX 1166 Date last report: 03/10/89
HELENA MT 59624-1166 Fees & penalty: $15.00
Dear Corporate Official:
Montana law requires every corporation to file an annual report with
accompanying fees every year. Our records show that your corporation has failed
to meet this obligation. The above corporation is therefore in default and is
subject to being dissolved involuntarily.
This is your notice that I am today initiating involuntary dissolution
proceedings against your corporation. This is the standard action the law
requires us to take with corporations which have fallen behind in their reports
and fees.
If your records show that we are in error, or if you would like to
suspend these proceedings, then please contact us within 90 days.
All that is needed for you to get back into good standing is to submit
a current annual report and pay the amount of fees and penalty listed above. To
assist you in this, you will find an annual report form enclosed.
Remember, you have only 90 days to respond. If we do not receive your
report and past due fee by DECEMBER 3, 1990, we will have no choice but to order
your corporation dissolved and it will no longer exist.
If you have any questions about this notice, or if there's any other
way we can assist you, please don't hesitate to contact any of us in the
Business Services Bureau. You'll find our phone number listed below.
Sincerely,
/s/ Florence Armagost
Florence Armagost
Chief, Business Services Bureau
Telephone: Business Services Bureau (406) 444-3665