EXHIBIT 3.111
ARTICLES OF INCORPORATION
of
AMERCO MARKETING CO. OF LAS VEGAS, INC.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, have
voluntarily associated ourselves together for the purpose of forming a
corporation under the laws of the State of Nevada, and we do certify:
ARTICLE I
The name of the corporation is: AMERCO MARKETING CO. OF LAS VEGAS, INC.
ARTICLE II
The principal place of business of the corporation shall be at One East
First Street, Reno, Washoe County, Newada.
ARTICLE III
The purpose or purposes for which the corporation is organized are 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 Nevada upon corporations, and to engage in any lawful activity within
the purposes far which corporations may be organized under the laws of the State
of Nevada.
ARTICLE IV
The authorized capital of this corporation shall be Twenty-five
Thousand ($25,000) Dollars, divided into Two Thousand Five Hundred (2,500)
shares of common stock, with a par value of Ten ($10.00) Dollars each.
ARTICLE V
The number of the Board of Directors shall be three (3) or as from
time to tine shall be set in the By-Laws. The names and addresses of the Initial
board are:
Page One of Two Pages
John A. Lorentz 2727 North Central Avenue
Phoenix, Arizona 85004
Arthur G. Seifert 2727 North Central Avenue
Phoenix, Arizona 85004
David L. Helsten 2727 North Central Avenue
Phoenix, Arizona 85004
ARTICLE VI
The names and addresses of each of the Incorporators are as follows:
John A. Lorentz 2727 North Central Avenue
Phoenix, Arizona 85004
Arthur G. Seifert 2727 North Central Avenue
Phoenix, Arizona 85004
David L. Helsten 2727 North Central Avenue
Phoenix, Arizona 85004
ARTICLE VII
The period of existence of the Corporation shall be perpetual. IN
WITNESS WHEREOF, we the aforementioned incorporators have signed the Articles of
Incorporation this 25th day of January, 1971.
/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 25th day of January. 1971, 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 on this 25th day of January, 1971.
/s/ [ILLEGIBLE]
------------------------------
Notary Public for the State of
Arizona
(SEAL) Rosiding at Phoenix, Arizona
My Commission expires [ILLEGIBLE]
Page Two of Two Pages
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
On this 28 day of February, 1973, personally appeared before me, the
undersigned Notary Public, Wayne Riis and Judith A. Armstrong known to
[ILLEGIBLE] to be the persons named in and who executed the foregoing
instrument, and who acknowledged that they executed the same and that the
matters contained therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial
Seal this 28 day of February, 1973.
/s/ [ILLEGIBLE]
--------------------------
Notary Public
Page Two of Two Pages
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 7th day of July 1989,
entered into by U-Haul Co. of Las Vegas, Inc., a Nevada corporation, the
surviving corporation and Kar-Go Repair Center of Las Vegas, Inc., a Nevada
corporation, the Absorbed Corporation, 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 Nevada 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 The
Corporation Trust Company of Nevada, One East First Street, Reno, Nevada 89501.
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 affective 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 of 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 LAS VEGAS, 500 500 500 -0-
INC.
KAR-GO REPAIR
CENTER OF LAS 100 100 100 -0-
VEGAS, INC.
V
The Constituent Corporations shall take or cause to be taken all action
or do or causa to be done, all things necessary, proper or advisable under the
laws of the State of Nevada, 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
Nevada.
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.
V 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. OF
LAS VEGAS, INC., A
NEVADA CORPORATION
BY: /s/ Pat Maddi
---------------------------------------------
Pat Maddi, President
Verified
BY: /s/ Al Karclochi
-----------------------------------------
Al Karclochi, Secretary
Absorbed Corporation: KAR-GO REPAIR CENTER
OF LAS VEGAS, INC., A
Nevada Corporation
BY: /s/ Paul J. Runyon
-----------------------------------------------
Paul J. Runyon, President
Verified
BY: /s/ Donald K. Murray
-----------------------------------------
Donald K. Murray,/Secretary
STATE OF NEVADA
COUNTY OF
On this 7th day of July, 1989, before me, the undersigned Notary
Public, personally appeared Pat Maddi, known to me to be the President of U-Haul
Co. of Las Vegas, Inc., a Nevada 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.
(NOTARY SEAL)
STATE OF NEVADA
COUNTY OF
On this 7th day of July, 1989, before me, the undersigned Notary
Public, personally appeared Paul J. Runyon, known to me to be the President of
Kar-Go Repair Center of Las Vegas, Inc., a Nevada 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/ Diana M. Smith
------------------------
NOTARY PUBLIC
(NOTARY SEAL)
CONSENT OF THE SOLE STOCKHOLDER
OF
U-HAUL CO. OF LAS VEGAS, INC.
AND
KAR-GO REPAIR CENTER OF LAS VEGAS, INC.
BOTH NEVADA CORPORATIONS
AMERCO, a Nevada corporation, the sole shareholder of the above named
corporations, acting through John H. Dodds, on authority of the Executive
Management Team, the group designated by the Board of Directors of AMERCO to
vote the stock of all of its subsidiaries, hereby consents to and adopts the
following:
RESOLVED: That this corporation, the sole shareholder of U-Haul Co. of
Las Vegas, Inc., a Nevada corporation & Kar-Go Repair Center of Las
Vegas, Inc., a Nevada corporation, does hereby approve & adopt the Plan
of Merger between said corporations, whereby Kar-Go Repair Center of
Las Vegas, Inc., a Nevada corporation, shall be absorbed into U-Haul
CO. of Las Vegas, being the surviving corporation, all in accordance
with the Plan of Merger, and be it further
RESOLVED: That the Board of Directors and Officers of said merging
corporations be and they hereby are, authorized and directed to all
further action and to execute all documents they deem necessary or
advisable to consummate the said merger and to amend any of the terms
of the said Plan of Merger, and further
BE IT RESOLVED: That the Secretary of each said corporation is hereby
authorized to certify as to the Consent of the sole shareholder of the
Plan of Merger, or within the Articles of Merger.
AMERCO a Nevada corporation
BY: /s/ John M. Dodds
-----------------------
John M. Dodds
FILING FEE: $75.00 DF C68462
U-HAUL INT'L./ATTN: BLANCHE I. PASSOLT
2727 NO. CENTRAL AVE.
P.O. BOX 21502
PHOENIX, AZ 85036-1502
ARTICLES OP AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF
U-HADL CO. OF LAS VEGAS, INC.
A NEVADA CORPORATION
Pursuant to the provisions of Section 78.385 of the Nevada General Corporation
Law:
FIRST: The name of the corporation is: U-Haul Co. of Las Vegas, Inc.
SECOND: The date upon which the original articles thereof were filed
with the Secretary of State was February 1, 1971.
THIRD: The following Article has been changed to:
RESOLVED: The name of the corporation is: U-HAUL CO. OF NEVADA, INC.
FOURTH: The number of shares voted for this amendment was 500 and the
number voted against was -0-
DATED: November 15, 1990.
BY: /s/ John A. Lorentz BY: /s/ Gary V. Klinefelter
----------------------------- -----------------------------------
John A. Lorentz, President Gary V. Klinefelter, Secretary
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 15th day of November, 1990, personally appeared before me, John A.
Lorentz, President and Gary v. Klinefelter, Secretary, known to me to be the
persons named in and who executed the foregoing instrument, and who acknowledges
that the matters contained therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal
this 15th day of November, 1990.
/s/ Blanche I. Passolt
---------------------------------
NOTARY PUBLIC
(NOTARY SEAL)