EXHIBIT 3.157
FILING FEE $125.00 T.N.
RECEIPT #C-86560
UHAUL INTERNATIONAL
2727 N. CENTRAL AVENUE
PHOENIX, AZ. 85036-1502
ARTICLES OF INCORPORATION
OF
U-HAUL SELF-STORAGE CORPORATION
KNOW ALL MEN BY THESE PRESENTS: That I, the undersigned, for the
purpose of forming a corporation under the laws of Nevada, do certify:
ARTICLE I
The name of the corporation is U-Haul Self-Storage Corporation.
ARTICLE II
The nature of the business and the objects and purposes to be
transacted, promoted, or carried on by the corporation are to be limited solely
as follows:
(a) to acquire, own, hold, transfer, sell, assign and pledge,
loans secured by real property (Mortgage Loans"), interests in, or interests in
pools of, monies due or to become due under Mortgage Loans elated insurance
policies, and any proceeds or further rights associated with any of the
foregoing (such Mortgage Loans, interests, monies, insurance policies, proceeds,
and other rights being referred to collectively as the "Assets");
(b) to borrow money to facilitate any activity authorized herein
subject always to the terms of subsection (c) below, which borrowing may be (i)
an unsecured borrowing or (ii) secured by a pledge or grant of a security
interest in the Mortgage Loans and/or the other Assets;
(c) to issue and sell from time to time one or more series of
certificates, bonds, notes and other securities and to incur other indebtedness,
including, without limitation, certificates representing interests in trusts
formed by the Corporation (collectively the "Securities"), which Securities
shall either be rated at least "AA" (or its equivalent) by one or more
nationally recognized rating agencies (the "Rated Securities") or shall (i) be
fully subordinated to the Corporation's Rated Securities with respect to the
specific collateral securing or the designated assets underlying the Rated
Securities, (ii) be nonrecourse to the Corporation and (iii) not constitute a
claim against the corporations to the extent that funds are insufficient to pay
such Securities and to pay principal and interest thereon in accordance with the
terms thereof;
(d) to use the proceeds of the sale of Securities and of the
transfer, sale, assignment or pledge of Assets (i) to acquire Assets or (ii) to
make loans to entities which may be affiliated
with the Corporation or to make dividend payments to the extent permitted by
law;
(e) to invest cash balances from time to time as provided in any
agreement or similar document that the corporation may be a party to in
connection with the issuance of Securities or any other transaction permitted by
this Article Second;
(f) to make deposits of money in bank accounts and to grant
security interests in such deposits for its own benefit or the benefit of others
in connection with any transaction permitted by this Article Second and to
purchase or otherwise acquire securities evidencing ownership of, or other
interest in, assets securitized by third parties, which securities have a rating
of at least "AA" (or its equivalent) by one or more nationally recognized rating
agencies and to grant security interests in such securities in connection with
any transactions permitted by this Article Second; and
(g) to engage in any activity, enter into any agreement,
undertaking, contract, indenture, assignment, security agreement or certificate,
appoint any underwriter, agent or dealer with respect to the Securities or any
other transaction permitted by this Article Second and to exercise any powers
permitted to corporations organized under the General Corporation Law of the
State of Nevada that are Incidental to the foregoing or necessary, suitable or
convenient to accomplish the foregoing.
The limitations on the Corporation's business and investment activities
as set out in this Article Second may not be altered except upon the vote of the
holders of 100% of the outstanding common stock and the unanimous affirmative
vote of all the directors of the Corporation.
ARTICLE III
At all times, at least two of the directors and one of the executive
officers of the Corporation (or two persons, one of whom is serving as both a
director and an executive officer of the corporation) will not be a director,
officer or employee of any direct or ultimate parent, or affiliate of the
parent, of the Corporation (respectively, the "Independent Directors" and the
"Independent Officer").
ARTICLE IV
In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the Corporation.
ARTICLE V
The Corporation shall not commingle any of its assets with the
assets of any other entity or person except that there may be a commingling of
payments with respect to Mortgage Loans and proceeds of sales by or on behalf of
the Corporation for a limited period of time after receipt of such payments and
proceeds. The Corporation shall maintain its financial and accounting books and
records separate from those of any other entity or person. The Corporation shall
pay from its assets all obligations and indebtedness of any kind incurred by the
Corporation, and shall not pay from its assets any obligations or indebtedness
of any other entity or person. The corporation will at all times conduct its
business from an office separate from that of its parent.
ARTICLE VI
Without the prior consent of the Independent Directors and the
Independent Officer, and the unanimous affirmative vote of all of its directors,
the Corporation shall not (i) amend Article Second, Third, Fifth, Sixth or
Twelth of these Articles of Incorporation; (ii) institute proceedings to be
adjudicated bankrupt or insolvent, or proceedings against it, or file a petition
or consent to a petition seeking reorganization or relief under any applicable
federal or state law relating to bankruptcy or insolvency, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Corporation, or a substantial part of its property, or
make any assignment for the benefit of creditors, or except as required by law,
admit in writing its inability to pay its debts generally as they become due, or
take any corporate action in furtherance of any such action; (iii) merge or
consolidate with or into any other entity, or convey or transfer all or
substantially all of its properties and assets to any other entity; (iv) incur,
assume or guarantee any indebtedness for borrowed money or for the deferred
purchase price of goods or services except as specifically provided herein; or
(v) engage in any other action that would cause the separate identity of the
Corporation and any other legal person, including, without limitation, any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, governmental entity or other entity
(a "Person") to be disregarded, or would cause the assets of the Corporation to
be consolidated with those of any other Person under applicable Federal or state
bankruptcy or insolvency law.
ARTICLE VII
The corporation shall have authority to issue 1,000 shares of Common
stock at $1.00 par value per share.
ARTICLE VIII
The initial Board of Directors will consist of three (3) directors. The
persons who are to serve as Directors until the first annual meeting of
shareholders or until their successors are elected and qualified are:
Donald Wm. Murney, 2721 N. Central Ave., Phoenix, AZ 85004
William T. Sellner, 2721 N. Central Ave., Phoenix, AZ 85004
Richard L. Vogel, 2721 N. Central Ave., Phoenix, AZ 85004
ARTICLE IX
The name and address of the incorporator is:
Gary V. Klinefelter, 2721 N. Central Ave., Phoenix, AZ 85004
ARTICLE X
The period of existence of the corporation shall be perpetual.
ARTICLE XI
The corporation shall indemnify, to the fullest extent authorized or
permitted by law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than such law permitted
the corporation to provide prior to such amendment), any person made, or
threatened to be made, a defendant or witness to any threatened, pending or
completed action, suit, or proceeding (whether civil, criminal, administrative,
investigative or otherwise) by reason of the fact that he or she, or his or her
testator or intestate, is or was a director or officer of the corporation or by
reason of the fact that such director or officer, at the request of the
corporation, is or was serving any other corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise. Nothing contained
herein shall diminish any rights to indemnification to which employees or agents
other than directors or officers may be entitled by law, and the corporation may
indemnify such employees and agents to the fullest extent and in the manner
permitted by law. The rights to indemnification set forth in this Article XI
shall not be exclusive of any other rights to which any person may be entitled
under any statute, provision of the Articles of Incorporation, bylaw, agreement,
contract, vote of shareholders or directors, otherwise.
In furtherance and not in limitation of the powers conferred by statute:
l. The corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is serving in any capacity, at the request of the corporation,
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against any liability or expense incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability or expense under the provisions of law; and
2. The corporation may create a trust fund, grant a security
interest or lien on any assets of the corporation and/or use other means
(including, without limitation, letters of credit, guaranties, surety bonds
and/or other similar arrangements), and enter into contracts providing
indemnification to the full extent authorized or permitted by law and including
as part thereof provisions with respect to any or all of the foregoing to ensure
the payment of such amounts as may become necessary to effect indemnification as
provided therein, or elsewhere.
ARTICLE XII
No director or officer shall be personally liable to the Corporation or
its stockholders for damages for breach of fiduciary duty as a director or
officer, except the liability of a director or officer shall not be limited or
eliminated for:
(a) Acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law; or
(b) The payment of distribution in violation of Nevada Revised
Statutes 78.300.
ARTICLE XIII
The name and address of the registered agent for this corporation is
The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada
89501
IN WITNESS WHEREOF, I the aforementioned incorporator have signed the Articles
of Incorporation this 12th day of August, 1993.
/s/ Gary V. Klinefelter
---------------------------------
Gary V. Klinefelter, Incorporator
STATE OF ARIZONA )
) SS.
COUNTY OF MARICOPA )
On this 12th day of August, 1993, before me personally came Gary V.
Klinefelter to me known, who being by me duly sworn, did depose and say that he
resides at 2721 North Central Avenue, Phoenix, Arizona 85004, that he is the
person whose name is subscribed to the within Articles of Incorporation, and
that he executed the same.
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