EXHIBIT 3.145
UNITED STATES OF AMERICA
THE STATE OF WASHINGTON
[SEAL]
SECRETARY OF STATE
I, SAM REED, Secretary of State of the State of Washington and custodian of its
seal, hereby issue this
certificate that the attached is a true and correct copy of
ARTICLES OF AMENDMENT
of
U-HAUL CO. OF WESTERN WASHINGTON
CHANGING NAME TO U-HAUL CO. OF WASHINGTON
as filed in this office on December 6, 1990.
Date: August 5, 2003
Given under my hand
[SEAL] and the Seal of the
State of Washington
at Olympia, the
State Capital.
/s/ Sam Reed
Sam Reed, Secretary of State
[SEAL]
STATE OF WASHINGTON SECRETARY OF STATE
I, RALPH MUNRO, Secretary of State of the State of Washington and custodian of
its seal, hereby issue this
CERTIFICATE OF AMENDMENT
TO
U-HAUL CO. OF WESTERN WASHINGTON
a Washington Profit corporation. Articles of Amendment were filed for record in
this office on the date indicated below.
Changing name to U-HAUL CO. OF WASHINGTON
CORPORATION NUMBER: 2-203884-8 DATE: 6, 1990
GIVEN UNDER MY HAND AND THE SEAL OF THE
STATE OF WASHINGTON, AT OLYMPIA, THE
STATE CAPITOL.
/s/ Ralph Munro
-------------------------------
Ralph Munro, Secretary of State
State of Washington
Corporations Division
Office of the Secretary of State
ARTICLES OF AMENDMENT
Pursuant to RCW 23B.10.060 of the Washington Business Corporation Act, the
undersigned corporation hereby submits the following amendment(s) to the
corporation's Articles of Incorporation.
1. The name of the corporation is: U-Haul Co. of Western Washington.
(NOTE: Corporate name listed above must be identical to the records of
the Office of the Secretary of State.)
2. The text of EACH amendment (x) as adopted is (xxx) as follows:
(Attach separate sheet, if necessary)
ARTICLE I
The name of the corporation is: U-HAUL CO. OF WASHINGTON
3. If an amendment provides for an exchange, reclassification, or
cancellation of issued shares, provisions for implementing the
amendment, if not contained in the text of the amendment itself, are as
follows:
N/A
4. The date of adoption of EACH amendment(X) was:
November 19, 1990
5. The amendment(x) was (xxxx) adopted by:
CHECK ONE OF THE FOLLOWING STATEMENTS:
( ) The incorporators. SHAREHOLDER ACTION WAS NOT REQUIRED.
( X ) The board of directors. SHAREHOLDER ACTION WAS NOT REQUIRED.
( ) Duly approved shareholder action in accordance with the
provisions of RCW 23B.10.030 and RCW 23B.10.040.
(NOTE: Please refer to copy of statutes listed on instruction
sheet.)
6. These Articles will be effective upon filing, unless an extended date
and/or time appears here:____________________, 19_________.
(NOTE: Extended effective date may not be set at more than 90 days
beyond the date the document is stamped "Filed" by the Secretary of
State)
Dated: December 3, 1990.
/s/ John A. Lorentz
----------------------------------------
(Signature of person authorized to sign)
John A. Lorentz
President
----------------------------------------
(Type or print Name and Title)
UNITED STATES OF AMERICA
THE STATE OF WASHINGTON
[SEAL]
SECRETARY OF STATE
I, SAM REED, Secretary of State of the State of Washington and custodian of its
seal, hereby issue this
certificate that the attached is a true and correct copy of
ARTICLES OF MERGER
of
U-HAUL CO. OF WESTERN WASHINGTON
as filed in this office on October 20, 1989.
Date: August 5,2003
Given under my hand
[SEAL] and the Seal of the
State of Washington
at Olympia, the
State Capital.
/s/ Sam Reed
Sam Reed, Secretary of State
[SEAL]
STATE OF WASHINGTON SECRETARY OF STATE
I, RALPH MUNRO, Secretary of State of the State of Washington and custodian of
its seal, hereby certify that
ARTICLES OF MERGER
OF
U-HAUL CO. OF WESTERN WASHINGTON
a Washington Profit corporation, was/were filed for record in this office on the
date indicated below.
Merging with and into itself AUBURN RENTAL EQUIPMENT REPAIR SHOP, INC.
Corporation Number: 2-203884-8 Date: October 20, 1989
Given under my hand and the seal
of the State of Washington, at
Olympia, the State Capitol.
/s/ Ralph Munro
--------------------------------
Ralph Munro, Secretary of State
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 9th day of August,
1989, entered into by U-Haul Co. of Western Washington, a Washington
corporation, the surviving corporation and Auburn Rental Equipment Repair Shop,
Inc., a Washington 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 Washington 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, 520 Pike Street, Seattle, Washington 98101.
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 WESTERN 500 500 500 -0-
WASHINGTON
AUBURN RENTAL
EQUIPMENT REPAIR 7,100 7,100 7,100 -0-
SHOP, INC.
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 Washington, 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
Washington.
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 CO. OF
WESTERN WASHINGTON,
a Washington Corp.
By: /s/ Charles R. Eide
-----------------------------------------------
Charles R. Eide, President
Verified
By: /s/ Jacquelyn J. Dunham
--------------------------------------
Jacquelyn J. Dunham, Secretary
Absorbed Corporation: AUBURN RENTAL
EQUIPMENT REPAIR,
SHOP, INC., a
Washington Corp.
By: /s/ Donald Holt
-----------------------------------------------
Donald Holt, President
Verified
By: /s/ Jacquelyn J. Dunham
--------------------------------------
Jacquelyn J. Dunham, Secretary
UNITED STATES OF AMERICA
THE STATE OF WASHINGTON
[SEAL]
SECRETARY OF STATE
I, SAM REED, Secretary of State of the State of Washington and custodian of its
seal, hereby issue this
certificate that the attached is a true and correct copy of
ARTICLES OF MERGER
of
U-HAUL CO. OF WESTERN WASHINGTON
as filed in this office on March 31, 1989.
Date: August 5, 2003
Given under my hand and
the Seal of the State of
Washington at Olympia, the
State Capital.
/s/ Sam Reed
-----------------------------
Sam Reed, Secretary of State
[SEAL]
STATE OF WASHINGTON SECRETARY OF STATE
I, RALPH MUNRO, Secretary of State of the State of Washington and custodian of
its seal, hereby certify that
ARTICLES OF MERGER
OF
U-HAUL CO. OF WESTERN WASHINGTON
a Washington Profit corporation, was / were filed for record in this office on
the date indicated below.
Merging with and into itself MOVERS WORLD OF WASHINGTON, INC.
Corporation Number: 2-203884-8 Date: March 31, 1989
Given under my hand and the seal of the State
of Washington, at Olympia, the State Capitol.
/s/ Ralph Munro
--------------------------------------------
Ralph Munro, Secretary of State
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 11th day of January,
1989, entered into by U-Haul Co. OF Western Washington, the Surviving
Corporation, and Movers World of Washington, Inc., the Absorbed Corporation,
both corporations of the State of Washington, 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 Washington, 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, 520 Pike Street, Seattle, Washington 98101.
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 Western Washington, 500 500 500 -0-
Movers World of Washington, 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 Washington, 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
Washington.
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. OF WESTERN WASHINGTON,
a Washington Corporation
By: /s/ Charles R. Eide
---------------------------------------
Charles R. Eide, President
Verified
By: /s/ Jacquelyn J. Dunham
- ----------------------------------------
Jacquelyn J. Dunham, Secretary
Absorbed Corporation: MOVERS WORLD OF WASHINGTON, INC.,
a Washington Corporation
By: /s/ John M. Dodds
---------------------------------
John M. Dodds, President
Verified
By: /s/ John A. Lorentz
--------------------------------------
John A. Lorentz, Secretary
STATE OF WASHINGTON
COUNTY OF
On this 11th day of January, 1989, before me, the undersigned Notary
Public, personally appeared Charles R. Eide, known to me to be the President of
U-Haul Co. of Western Washington, Inc., a Washington 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 11th 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 Washington, Inc. a Washington 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)
UNANIMOUS CONSENT OF THE MEMBERS
OF THE BOARD OF DIRECTORS OF
U-HAUL CO. OF WESTERN WASHINGTON, INC.
A WASHINGTON CORPORATION
January 11, 1989
The undersigned, constituting all the members of the Board of Directors
of U-Haul Co. of Western Washington, Inc., a Washington corporation, hereby
consent to and adopt the following resolution:
RESOLVED: That this corporation does hereby agree to and approve the
Plan of Merger between this corporation and Movers World of Washington,
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/ Charles R. Eide
-----------------------------------
Charles R. Eide, Director
/s/ Donald Holt
-----------------------------------
Donald Holt, Director
/s/ Jacquelyn J. Dunham
-----------------------------------
Jacquelyn J. Dunham, Secretary
UNITED STATES OF AMERICA
THE STATE OF WASHINGTON
(SEAL)
SECRETARY OR STATE
I, SAM REED, Secretary of State of the State of Washington and custodian of its
seal, hereby issue this
certificate that the attached is a true and correct copy of
ARTICLES OF MERGER
of
U-HAUL CO. OF WESTERN WASHINGTON
as filed in this office on February 27, 1985.
Date: August 5, 2003
Given under my hand and
(SEAL) the Seal of the State of
Washington at Olympia,
the State Capital.
/s/ Sam Reed
Sam Reed, Secretary of State
(SEAL)
STATE OF WASHINGTON SECRETARY OF STATE
I, RALPH MUNRO, Secretary of State of the State of Washington and custodian of
its seal, hereby certify that
ARTICLES OF MERGER
of
U-HAUL CO. OF WESTERN WASHINGTON
a Washington Profit corporation,
was/were filed for record in this office on the date indicated below.
Merging with and into itself RENT-IT-SHOPS, INC.
Corporation Number: 2-203884-8 Date: February 27, 1985
Given under my hand and the seal of
1774 the State of Washington, at Olympia,
285-290 the State Capitol.
/s/ Ralph Munro
--------------------------------------
Ralph Munro, Secretary of State
ARTICLES OF MERGER
OF
RENT-IT-SHOPS, INC.
INTO
U-HAUL CO. OF WESTERN WASHINGTON
WASHINGTON CORPORATIONS
UNDER SECTIONS 23A.20.010 AND 23A.20.040 OF THE WASHINGTON BUSINESS CORPORATION
LAW
I
The name of the Surviving Corporation is U-Haul Co. of Western
Washington.
II
The name of the Absorbed Corporation is Rent-It-Shops, Inc.
III
The surviving corporation has 500 shares of common stock issued and
5,000 shares outstanding.
The absorbed corporation has 31,984 of common stock issued and 150,000
shares outstanding.
IV
The number of shares voted against the merger was none.
V
The Plan of Merger, which is attached hereto and by reference
incorporated herein, was approved by the directors and sole shareholder of each
of the undersigned corporations in the manner provided under the laws of the
State of Washington.
IN WITNESS WHEREOF, the corporate parties hereto have executed the
Articles of Merger this 22nd day of January, 1985.
SUPERVISOR: U-Haul Co. of Western Washington
a Washington corporation
By: /s/ Mike Hall
-----------------------------
Mike Hall, President
(CORPORATE SEAL)
By: /s/ Deborah Henkes
-----------------------------
Deborah Henkes, Secretary
ABSORBED: Rent-It-Shops, Inc.
a Washington corporation
By: /s/ Donald Holt
-----------------------------
Donald Holt, Vice-President
(CORPORATE SEAL)
By: /s/ Deborah Herkes
-----------------------------
Deborah Herkes, Secretary
286
VERIFICATION
STATE OF WASHINGTON )
)ss.
COUNTY OF )
Mike Hall, being duly sworn deposed and says that he is the President of U-Haul
Co. of Western Washington, a Washington corporation, the corporation named in
and described in the foregoing instrument. That he has read the foregoing
instrument and knows the contents thereof, and that the same is true of his own
knowledge except as to the matters therein stated to be alleged upon information
and belief, and as to those matters he believes it to be true.
/s/ Mike Hall
--------------------------------
Mike Hall-President
Sworn to before me this 22nd day of January, 1985.
/s/ Deborah Henkes
--------------------------------
Notary Public
My Commission Expires: 9-13-86
287
VERIFICATION
STATE OF )
)ss.
COUNTY OF )
Donald Holt, being duly sworn deposed and says that he is the Vice President of
Rent-It-Shops, Inc. a Washington corporation, the corporation named in and
described in the foregoing instrument. That he has read the foregoing instrument
and knows the contents thereof, and that the same is true of his own knowledge
except as to the matters therein stated to be alleged upon information and
belief, and as to those matters he believes it to be true.
/s/ Donald Holt
--------------------------------
Donald Holt, Vice-President
Sworn to before me this 22nd day of January, 1985.
/s/ Deborah Henkes
--------------------------------
Notary Public
My Commission Expires: 9-13-86
288
PLAN OF MERGER
THIS PLAN OF MERGER dated this 22nd day of January, 1985, entered into
by Rent-It-Shops, Inc., Absorbed Corporation, and U-Haul Co. of Western
Washington Surviving Corporation, Washington corporations and together referred
to as Constituent Corporations, hereby WITNESSETH THAT:
WHEREAS:
The respective Boards of Directors and sole shareholder of the
Constituent Corporations have determined it to be advisable that Absorbed
Corporation be merged into Surviving Corporation under the terms and conditions
hereinafter set forth in accordance with the applicable provisions of the State
of Washington which permit such a merger:
NOW THEREFORE the parties hereto do agree as follows:
I
The Articles of Incorporation of the Surviving Corporation shall
continue to be the Articles of Incorporation with no alteration or amendment.
II
The provisions for handling the shares of stock of the Constituent
Corporations are as follows:
1. All issued and outstanding shares of stock of Absorbed Corporation
shall be cancelled.
2. On the effective date of the merger and when the aforementioned
cancellation has been effected, the outstanding stock of Surviving Corporation
shall be deemed for all corporate purposes to evidence the ownership of the
Constituent Corporations.
III
Surviving Corporation shall pay all expenses of accomplishing the
merger.
IV
If Surviving Corporation shall consider or be advised that any
assignment or assurances in law are necessary or desirable to vest or to perfect
or confirm of record in Surviving Corporation the title to any property or
rights of Absorbed Corporation or to otherwise carry out the provisions
289
hereof, the proper officers and directors of Absorbed Corporation as of the
effective date of the merger shall execute and deliver any assignments and
assurances in law, and do all things necessary or proper to vest or perfect such
rights in Surviving Corporation and otherwise to carry out the provisions
hereof.
V
Each of the Constituent Corporations shall take or cause to be taken all action
or all things necessary, proper or advisable under the laws of the State of
Washington to consummate and make effective the merger subject, however, to the
consent of the sole stockholder; and the officers and directors of the Surviving
Corporation are authorized and directed to perform all actions required for
accomplishing and filing this Plan of Merger.
IN WITNESS WHEREOF the corporate parties hereto, pursuant to authority given by
their respective Boards of Directors and sole shareholder hereby enter into this
Plan of Merger executed and sealed this 22nd day of January, 1985.
SUPERVISOR: U-Haul Co. of Western Washington
a Washington corporation
By: /s/ Mike Hall
-----------------------------
Mike Hall, President
(CORPORATE SEAL)
By: /s/ Deborah Henkes
-----------------------------
Deborah Henkes, Secretary
ABSORBED: Rent-It-Shops, Inc.
a Washington corporation
By: /s/ Donald Holt
-----------------------------
Donald Holt, Vice-President
(CORPORATE SEAL)
By: /s/ Deborah Herkes
-----------------------------
Deborah Herkes, Secretary
290
UNITED STATES OF AMERICA
THE STATE OF WASHINGTON
[LOGO]
SECRETARY OF STATE
I, SAM REED, Secretary of State of the State of Washington and custodian of its
seal, hereby issue this
certificate that the attached is a true and correct copy of
ARTICLES OF AMENDMENT
of
U-HAUL CO. OF SEATTLE
CHANGING NAME TO U-HAUL OF WESTERN WASHINGTON
as filed in this office on March 5, 1980.
Date: August 5, 2003
Given under my hand and the
Seal of the State of
Washington at Olympia, the
State Capital.
(SEAL)
/s/ Sam Reed
---------------------------
Sam Reed, Secretary of State
D203884 DOMESTIC
FILE NUMBER
[LOGO]
STATE OF WASHINGTON DEPARTMENT OF STATE
I, BRUCE K. CHAPMAN, Secretary of State of the State of Washington and custodian
of its seal, hereby certify that
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
of U-HAUL CO. OF SEATTLE a domestic corporation of Seattle. Washington,
(Changing name to U-HAUL CO. OF WESTERN WASHINGTON) was filed for record in this
office on this date, and I further certify that such Articles remain on file in
this office.
Filed at request of
U-Haul Moving & Storage
P. O. Box 21510
2727 North Central Ave
Phoenix, Arizona 85036
Filing and recording fee ... $ ......
License to June 30, 19 ..... $ ......
Excess pages @ 25 cents $ ......
Microfilmed, Roll No. 1517
Page 145-147
In witness whereof I have signed and have affixed the seal of the State of
Washington to this certificate at Olympia, the State Capitol, March 5, 1980
/s/ Bruce K. Chapman
-------------------------
BRUCE K. CHAPMAN
SECRETARY OF STATE
FILE IN [ILLEGIBLE]
ARTICLES OF AMENDMENT
OF
U-HAUL CO. OF SEATTLE
Pursuant to the provisions of RCW 23A.16 of the Washington Business
Corporation Act, the undersigned adopts the following Articles of Amendment to
the Articles of Incorporation:
FIRST: The name of the corporation is U-Haul Co. of Seattle
SECOND: The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on January 25, 1980
The name of the corporation shall be
U-HAUL CO. OF WESTERN WASHINGTON
THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 500; and the number of shares entitled to vote thereon was
500.
146
FOURTH: The designation and number of outstanding shares of. each class
entitled to vote thereon as a class were as follows: *
Class Number of Shares
NONE
FIFTH: The number of shares voted for such amendment was 500; and the
number of shares voted against such amendment was NONE.
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was: *
Class Number of Shares
NONE For______________; Against_____.
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: **
NO CHANGE
EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as changed by such
amendment, are as follows: **
Dated: January 25, 1980.
/s/ Ronald Belec
--------------------------------
President, Ronald Belec
/s/ Deborah Schmitt
--------------------------------
Secretary, Deborah Schmitt
SUBSCRIBED AND SWORN to before me this 20th day of February, 1980.
/s/ [ILLEGIBLE]
--------------------------------
Notary Public in and for the state of
Washington, residing at [ILLEGIBLE].
* If inapplicable, insert "None".
** If inapplicable, insert "No change".
UNITED STATES OF AMERICA
THE STATE OF WASHINGTON
[LOGO]
SECRETARY OF STATE
I, SAM REED, Secretary of State of the State of Washington and custodian of its
seal, hereby issue this
certificate that the attached is a true and correct copy of
ARTICLES OF MERGER
of
U-HAUL CO. OF SEATTLE
as filed in this office on September 25, 1975.
Date: August 5, 2003
Given under my hand and
the Seal of the State of
Washington at Olympia, the
State Capital.
/s/ Sam Reed
----------------------------
Sam Reed, Secretary of State
D-250251 DOMESTIC
FILE NUMBER
[LOGO]
STATE OF WASHINGTON DEPARTMENT OF STATE
I, BRUCE K. CHAPMAN, Secretary of State of the State of Washington and custodian
of its seal, hereby certify that
ARTICLES OF MERCER
of U-HAUL CO. OF SEATTLE a domestic corporation of Seattle, Washington,
(Merging with and into itself U-HAUL CO. OF TACOMA) was filed for record in this
office at 8:00 O'clock a. m, on this date, and I further certify that such
Articles remain on file in this office.
Filed at request of Amerco
2727 N. Central Ave.
Phoenix, AZ 85004
Attn : Mr. C. J. Hunt
Filing and recording fee ..... $ 15,00
License to June 30, 19 ..... $ .....
Excess pages @ 25 cents $ .....
Microfilmed, Roll No. 1329
Page 366-372
In witness whereof I have signed and have affixed the seal of the State of
Washington to this certificate at Olympia, the State Capitol, September 25, 1975
-----------------
BRUCE K. CHAPMAN
SECRETARY OF STATE
ARTICLES OF MERGER
OF
U-HAUL CO. OF TACOMA
INTO
U-HAUL CO. OF SEATTLE
WASHINGTON CORPORATIONS
UNDER SECTIONS 23A.20.010 AND 23A.20.040 OF THE WASHINGTON BUSINESS CORPORATION
LAW
I
The name of the Surviving Corporation is U-Haul Co. of Seattle.
II
The name of the Absorbed Corporation is U-Haul Co. of Tacoma.
III
Each Constituent Corporation has 500 shares of common stock issued and
outstanding.
IV
The number of shares voted for the merger was 500; the number of shares
voted against was none.
The Plan of Merger, which is attached hereto and by reference
incorporated herein, was approved by the directors and sole shareholder of each
of the undersigned corporations in the manner provided under the laws of the
State of Washington.
IN WITNESS WHEREOF, the corporate parties hereto have executed the
Articles of Merger this 16 day of September, 1975.
SURVIVOR: U-Haul Co. of Seattle,
a Washington corporation
By: /s/ [ILLEGIBLE]
------------------------------
President
(CORPORATE SEAL)
By: /s/ [ILLEGIBLE]
------------------------------
Secretary
ABSORBED: U-Haul Co. of Tacoma,
a Washington corporation
By: /s/ [ILLEGIBLE]
------------------------------
President
(CORPORATE SEAL)
By: /s/ [ILLEGIBLE]
------------------------------
Secretary
367
VERIFICATION
STATE OF Washington )
) ss.
COUNTY OF King )
[ILLEGIBLE], being duly sworn deposes and says that he is the President of
U-Haul Co. of Seattle, a Washington corporation, the corporation named in and
described in the foregoing instrument. That he has read the foregoing instrument
and knows the contents thereof, and that the same is true of his own knowledge
except as to the matters therein stated to be alleged upon information and
belief, and as to those matters he believes it to be true.
/s/ [ILLEGIBLE]
-------------------------------
- President
Sworn to before me this 16 day of September, 1975.
/s/ [ILLEGIBLE]
-------------------------------
Notary Pubic
My Commission Expires : 6-3-76
368
VERIFICATION
STATE OF Washington )
) ss.
COUNTY OF King )
JAMES S. KELLY, being duly sworn deposes and says that he is the President of
U-Haul Co. of Tacoma, a Washington corporation, the corporation named in and
described in the foregoing instrument. That he has read the foregoing instrument
and knows the contents thereof, and that the same is true of his own knowledge
except as to the matters therein stated to be alleged upon information and
belief, and as to those matters he believes it to be true.
/s/ [ILLEGIBLE]
-------------------------------
- President
Sworn to before me this 16 day of September, 1975.
/s/ [ILLEGIBLE]
-------------------------------
Notary Pubic
My Commission Expires: 6-3-76
369
PLAN OF MERGER
THIS PLAN OF MERGER dated this 12th day of September, 1975, entered
into by U-Haul Co. of Tacoma, Absorbed Corporation, and U-Haul Co. of Seattle,
Surviving Corporation, Washington corporations and together referred to as
Constituent Corporations, hereby WITNESSETH THAT:
WHEREAS:
The respective Boards of Directors and sole shareholder of the
Constituent Corporations have determined it to be advisable that Absorbed
Corporation be merged into Surviving Corporation under the terms and conditions
hereinafter set forth in accordance with the applicable provisions of the State
of Washington which permit such a merger:
NOW THEREFORE the parties hereto do agree as follows:
I
The Articles of Incorporation of the Surviving Corporation shall
continue to be the Articles of Incorporation with no alteration or amendment.
II
The provisions for handling the shares of stock of the Constituent
Corporations are as follows:
1. All issued and outstanding shares of stock of Absorbed Corporation
shall be cancelled.
2. On the effective date of the merger and when the aforementioned
cancellation has been effected, the outstanding stock of Surviving Corporation
shall be deemed for all corporate purposes to evidence the ownership of the
Constituent Corporations.
III
Surviving Corporation shall pay all expenses of accomplishing the
merger.
IV
If Surviving Corporation shall consider or be advised that any
assignment or assurances in law are necessary or desirable to vest or to perfect
or confirm of record in Surviving Corporation the title to any property or
rights of Absorbed Corporation or to otherwise carry out the provisions hereof,
the proper officers and directors of Absorbed Corporation as of the effective
370
date of the merger shall execute and deliver any assignments and assurances in
law, and do all things necessary or proper to vest or perfect such rights in
Surviving Corporation and otherwise to carry out the provisions hereof.
V
Each of the Constituent Corporations shall take or cause to be taken
all action or all things necessary, proper or advisable under the laws of the
State of Washington to consummate and make effective the merger subject,
however, to the consent of the sole stockholder; and the officers and directors
of the Surviving Corporation are authorized and directed to perform all actions
required for accomplishing and filing this Plan of Merger.
IN WITNESS WHEREOF the corporate parties hereto, pursuant to authority
given by their respective Boards of Directors and sole shareholder hereby enter
into this Plan of Merger executed and sealed this 16 day of September, 1975.
SURVIVOR: U-Haul Co. of Seattle,
a Washington corporation
By: /s/ [ILLEGIBLE]
---------------------------
- President
(CORPORATE SEAL)
By: /s/ [ILLEGIBLE]
---------------------------
- Secretary
ABSORBED: U-Haul Co. of Tacoma,
a Washington corporation
By: /s/ [ILLEGIBLE]
---------------------------
- President
(CORPORATE SEAL)
By: /s/ [ILLEGIBLE]
---------------------------
- Secretary
371
CERTIFICATE OF CORPORATE RESOLUTION
I, John A. Lorentz, do hereby certify that I am the duly elected and
acting Secretary of AMERCO, a Nevada corporation, and that the following is a
true and accurate copy of the resolutions adopted by the Board of Directors at a
meeting duly called and held on the 12th day of September, 1975, as the same
appears on the books and records of this corporation:
RESOLVED: That this corporation, being the sole owner of all of the
outstanding stock of U-Haul Co. of Seattle and U-Haul Co. of Tacoma,
hereby authorizes and directs that the respective Boards of Directors
of said corporations proceed with such actions as will accomplish the
merger of said corporations, with U-Haul Co. of Seattle being the
survivor corporation, and be it further
RESOLVED: That the Secretary of this corporation be and hereby is
directed to execute a Certificate of Corporate Resolution to be
submitted to the Office of the Secretary of State of Washington,
attesting to the aforesaid Resolution and certifying that this
corporation does hereby vote all of the outstanding stock of said
corporation in favor of such merger.
In Witness Whereof, I have set my hand and affixed the seal of this
corporation this 12th day of September, 1975.
By: /s/ John A. Lorentz
---------------------------
Secretary
(CORPORATE SEAL)
372
UNITED STATES OF AMERICA
THE STATE OF WASHINGTON
[LOGO]
SECRETARY OF STATE
I, SAM REED, Secretary of State of the State of Washington and custodian of its
seal, hereby issue this
certificate that the attached is a true and correct copy of
ARTICLES OF AMENDMENT
of
AMERCO MARKETING CO. OF SEATTLE
CHANGING NAME TO U-HAUL CO. OF SEATTLE
as filed in this office on March 8, 1973.
Date: August 5, 2003
Given under my hand and
the Seal of the State of
Washington at Olympia,
(SEAL) the State Capital.
/s/ Sam Reed
-----------------------------
Sam Reed, Secretary of State
D-227651
- ---------
FILE NUMBER DOMESTIC
[LOGO]
STATE OF WASHINGTON DEPARTMENT OF STATE
I, A. LUDLOW KRAMER, Secretary of State of the State of Washington and custodian
of its seal, hereby certify that
AMENDED
------------------------
ARTICLES OF INCORPORATION
of AMERCO MARKETING CO. OF SEATTLE a domestic corporation of Seattle,
Washington, (Changing name to U-HAUL CO. OF SEATTLE) was filed for record in
this office on this date, and I further certify that such Articles remain on
file in this office.
Filed at request of
AMERCO
2727 N. Central Ave.
Phoenix, Arizona 85004
Attn: D. A. Sanders
Filing and recording fee $10.00
License to June 30, 19___ $_____
Excess pages @ 25 cents $_____
Microfilmed, Roll No 1262
Page 111-114
In witness whereof I have signed
and have affixed the seal of the
State of Washington to this
certificate at Olympia, the State
Capitol,
MARCH 8, 1973.
------------------
A. LUDLOW KRAMER
SECRETARY OF STATE
FILE IN TRIPLICATE
ARTICLES OF AMENDMENT
OF
A. LUDLOW KRAMER
SECRETARY OF STATE
AMERCO MARKETING CO. OF SEATTLE
Pursuant to the provisions of RCW 23A.16 of the Washington Business
Corporation Act, the undersigned adopts the following Articles of Amendment to
the Articles of Incorporation;
FIRST: The name of the corporation is AMERCO MARKETING CO. OF SEATTLE
SECOND: The following amendment (s) of the Articles of Incorporation
was (were) adopted by the shareholders of the corporation on 2/21/73:
ARTICLE I
"The name of the corporation is U-HAUL CO. OF SEATTLE."
THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 500; and the number of shares entitled to vote thereon was
500.
112
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows: *
Class Number of Shares
COMMON 500
FIFTH: The number of shares voted for such amendment was 500; and the
number of shares voted against such amendment was -0-.
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was: *
Class Number of Shares
COMMON For 500; Against -0-.
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: **
NO CHANGE
EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as changed by such
amendment, are as follows: **
NO CHANGE
Dated: 2-27-1973. AMERCO MARKETING CO. OF SEATTLE
/s/ Edward J. Steinberg
-------------------------------
President Edward J. Steinberg
/s/ David S. Welch
-------------------------------
Secretary David S. Welch
SUBSCRIBED AND SWORN to before me this 27 day of Feb, 1973.
[ILLEGIBLE]
-------------------------------------
Notary Public in and for the State of
Wash, residing at Seattle
* If inapplicable, insert "None".
** If inapplicable, insert "No change".
113
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., a
corporation organized and existing under the laws of the State
of WASHINGTON.
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 SEATTLE
3. The name the corporation shall adopt by amending its Articles
of Incorporation is:
U-HAUL CO. OF SEATTLE
In Witness Whereof, this corporation has caused this consent to be
executed this 2nd day of March, 1973.
U-HAUL CO., a (an) WASHINGTON corporation
By: /s/ [ILLEGIBLE]
------------------------------
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
2nd day of March, 1973.
(SEAL)
/s/ [ILLEGIBLE]
--------------------------------
Notary Public - State of Arizona
114
UNITED STATES OF AMERICA
THE STATE OF WASHINGTON
[SEAL]
SECRETARY OF STATE
I, SAM REED, Secretary of State of the State of Washington and custodian of its
seal, hereby issue this
certificate that the attached is a true and correct copy of
ARTICLES OF AMENDMENT
of
U-HAUL CO. OF SEATTLE
CHANGING NAME TO AMERCO MARKETING CO. OF SEATTLE
as filed in this office on October 30, 1970.
Date: August 5, 2003
Given under my hand and the
[SEAL] Seal of the State of Washington
at Olympia, the State Capital.
/S/ Sam Reed
Sam Reed, Secretary of State
D-208631 [LOGO] DOMESTIC
FILE NUMBER
STATE OF WASHINGTON DEPARTMENT OF STATE
I, A. LUDLOW KRAMER, Secretary of State of the State of Washington and custodian
of its seal, hereby certify that
AMENDED
ARTICLES OF INCORPORATION
Of U-HAUL CO. OF SEATTLE a domestic corporation of SEATTLE, Washington,
(CHANGING NAME TO AMERCO MARKETING CO. OF SEATTLE) was filed for record in this
office on this date, and I further certify that such Articles remain on file in
this office.
Filed at request of
Amerco
Advanced Management Engineering & Research Company
2721 N, Central Ave.
Phoenix, Arizona 85036 In witness whereof I have
Attn: John A. Lorentz signed and have affixed the
seal of the State of Washington
Filing and recording fee $ 10.00 to this certificate at Olympia,
License to June 30, 19 $ the State Capitol,
Excess pages @ 25 cent(s) $
OCTOBER 30, 1970
Microfilmed, Roll No. 1205
Page 112-115 A. LUDLOW KRAMER
SECRETARY OF STATE
112
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
U-HAUL CO. OF SEATTLE
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
Edward J. Steinberg and Jerry Crosby being first duly sworn upon their
oath depose and say:
1. That they are the President and the Secretary respectively of
U-HAUL CO. OF SEATTLE.
2. That at a meeting of the Board of Directors of said
corporation, duly held at Auburn, Washington on August 12,
1970, the following resolution was adopted:
"RESOLVED: That Article I of the Articles of
Incorporation be amended to read as follows:
The name of this corporation is AMERCO MARKETING CO.
OF SEATTLE. "
3. That the shareholders have adopted said amendment by
resolution at a meeting held at Auburn, Washington on August
12, 1970. That the wording of the amended article, as set
forth in the shareholders' resolution, is the same as that set
forth in the directors' resolution in Paragraph 2 above.
4. That the number of shares which voted affirmatively for the
adoption of said resolution is 500, and that the total number
of shares entitled to vote on or consent to said amendment is
500.
5. All of the outstanding stock of this corporation is being held
by U-HAUL CO., a Washington corporation, who has, in the
adoption of the resolution authorizing this amendment waived
the notice of meeting of shareholders.
Edward J. Steinberg
------------------------
President
(CORPORATE SEAL)
Jerry Crosby
------------------------
Secretary
Page One of Two Pages
113
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
Edward J. Steinberg and Jerry Crosby, being sworn severally, each for
himself, on his oath deposes and says that he is the person who executed the
foregoing instrument; that he has read the same and knows the contents thereof;
that the matters stated therein are true to his knowledge, except such matters
as are stated to be upon information and belief and as to those matters he
believes them to be true.
Edward J. Steinberg
------------------------
President
Jerry Crosby
------------------------
Secretary
Severally sworn to and subscribed before me this 23rd day of October,
1970.
[ILLEGIBLE]
------------------------
Notary Public in and for the County of King, State of Washington.
(NOTARIAL SEAL)
Page Two of Two Pages
114
CONSENT TO USE OF SIMILAR NAME
To the Secretary of State
State of Washington
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 SEATTLE
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.
Halen H. Delameter
-----------------------------------
Notary Public
My Commission Expires Aug. 13, 1972
115
UNITED STATES OF AMERICA
THE STATE OF WASHINGTON
[SEAL]
SECRETARY OF STATE
I, SAM REED, Secretary of State of the State of Washington and custodian of its
seal, hereby issue this
certificate that the attached is a true and correct copy of
ARTICLES OF INCORPORATION
of
U-HAUL CO. OF SEATTLE
as filed in this office on March 2, l970.
Date: August 5, 2003
[SEAL]
Given under my hand and
the Seal of the State of
Washington at Olympia, the
State Capital.
/s/ Sam Reed
----------------------------
Sam Reed, Secretary of State
D-203884 DOMESTIC
FILE NUMBER
[SEAL]
STATE OF WASHINGTON DEPARTMENT OF STATE
I, A. LUDLOW KRAMER, Secretary of State of the State of Washington and custodian
of its seal, hereby certify that
ARTICLES OF INCORPORATION
of U-HAUL CO. OF SEATTLE a domestic corporation of SEATTLE, Washington,
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
was filed for record in this office on this date, and I further certify that
such Articles remain on file in this office.
Filed at request of
Arcoa Inc.
2727 North Central
P. O.Box 21502 In witness whereof I have signed
Phoenix, Arizona 85036 and have affixed the seal of the State
Attn: David L.Helsten of Washington to this certificate at
Olympia, the State Capitol,
Filing and recording fee $ 50.00
License to June 30, 1970 $ 30.00 MARCH 2, 1970.
Excess pages @ 25 cent(s) $______
Microfilmed, Roll No. 1188 A. LUDLOW KRAMER
SECRETARY OF STATE
Page 19-22
19
ARTICLES OF INCORPORATION
of
U-HAUL CO. OF SEATTLE
THE UNDERSIGNED, being twenty-one years or older does hereby adopt the
following Articles of Incorporation for the purpose of forming a corporation
under the laws of the State of Washington.
ARTICLE I
The name of the corporation is U-HAUL CO. OF SEATTLE.
ARTICLE II
The period of duration of the corporation is perpetual.
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 Washington upon corporations, and to engage in any lawful activity
within the purposes for which corporations may be organized under the laws of
the State of Washington.
ARTICLE IV
The aggregate number of shares which the corporation shall have
authority to issue are five thousand (5,000) shares of common stock with a par
value of Ten ($10.00) Dollars each, or a total capitalization of Fifty Thousand
($50,000.00) Dollars.
ARTICLE V
The corporation will not commence business until the consideration
Page one of two pages
20
of at least One Thousand ($1,000.00) Dollars has been received for the issuance
of shares.
ARTICLE VI
The address of its registered office shall be c/o C. T. Corporation
System, 1218 Third Avenue, Seattle, Washington and the name of the resident
agent at said address is C. T. Corporation System.
ARTICLE VII
The initial Board of Directors shall consist of three (3) members, and
the initial Board who shall act until the first annual meeting of stockholders
and their successors have been elected and qualified are:
Edward J. Steinberg 1016 West Main
Auburn, Washington 98002
Wayne Wrolstad 1016 West Main
Auburn,Washington 98002
Jerry Crosby 1016 West Main
Auburn, Washington 98002
ARTICLE VIII
The name and address of each incorporator is as follows:
David L. Helsten 2727 North Central Avenue
Phoenix, Arizona 85004
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 20th
day of February, 1970.
STATE OF ARIZONA ) /s/ David L. Helsten
)ss: ------------------------
COUNTY OF MARICOPA ) David L. Helsten
On this 20th Day of February, 1970, before me, a Notary Public for
the State of Arizona, personally appeared David L. Helsten, known to me to be
the person named in and who executed the foregoing instrument, and who
acknowledged that he had executed the same and that the matters therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial
Seal this 20th day of February, 1970.
/s/ Helen H. Delamater
---------------------------------------
Helen H. Delamater
Notary Public for the State of Arizona
(NOTARIAL SEAL) Residing at Tempe, Arizona
My Commission expires August 13, 1972
Page two of two pages
21
CONSENT TO USE OF SIMILAR NAME
To the Secretary of State
State of Washington
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 Washington
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 SEATTLE
IN WITNESS WHEREOF, this corporation has caused this consent to be
executed this 2 day of Feb., 1970.
U-HAUL CO.
By: /s/ [ILLEGIBLE]
------------------------
President
ATTEST:
/s/ [ILLEGIBLE]
- --------------------
Secretary
STATE OF WASH. )
) ss.
COUNTY OF KING )
Before me, a Notary Public, personally appeared
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
2 day of Feb, 1970.
/s/ [ILLEGIBLE]
----------------------------
Notary Public
22