EXHIBIT 3.160
BY-LAWS
OF
U-HAUL SELF-STORAGE MANAGEMENT (WPC), Inc.
A Nevada Corporation
DATE: January 10, 2004
ARTICLE I
LOCATION
SECTION 1. Offices:
The principal office of the corporation in the state of Alabama shall
be located in the city of Birmingham. The corporation may have such other
offices either within or without the state of Alabama as the Board of Directors
may designate or as the business of the corporation may require from tire to
time.
ARTICLE II
STOCKHOLDERS
SECTION 1. Annual Meeting:
The annual meeting of the shareholders of the corporation shall be held
on the Third Thursday in May of each year, at the office of the corporation in
the state of Alabama or otherwise as provided in the notice of said meeting. The
purpose of said annual meeting shall be for the election of directors and for
the purpose of transacting such other business as may be brought before said
meeting. The Board of Directors may change the time and place of the annual
meeting providing such change of time and place be preceded by a notice of such
change to all stockholders of record. If said day of the annual meeting is a
legal holiday, then said meeting shall be held on the next ensuing day not a
holiday.
SECTION 2. Notice of Shareholders Meeting:
Written or printed notice stating the place, day and hour of the
meeting and, in case of special meeting, the purposes for which the meeting is
called, shall be delivered not less than ten or more than fifty days before the
date of the meeting, either personally or by mail, by or at the direction of the
President, the Secretary or the officer of persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer
book of the corporation, with postage thereon prepaid. Provided, however, that
notice of any meeting of shareholders whether regular or special, may be waived
either before, at or after such meeting.
SECTION 3. Special Meetings:
Special meetings of the shareholders may be called by the President,
the Board of Directors, or the holders of not less than one-tenth of all the
shares entitled to vote at the meeting. All meetings of the shareholders may be
held within or without the state of Alabama. Notice of the special meetings will
be held as provided under Section 2 of this Article.
SECTION 4. Voting:
Voting at all shareholders meetings. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or by his duly
authorized Attorney in Fact. No proxy shall be valid after eleven months from
the date of its execution unless otherwise provided by the proxy.
SECTION 5. Quorum Requirements:
A majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of the shareholders. If less than a majority of the outstanding shares are
represented at a meeting, the majority of the shares so represented may adjourn
the meeting without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting originally called.
SECTION 6. Tellers:
At all meetings of shareholders, the Chairman may appoint three tellers
who shall act as inspectors of elections and determine the validity of the
proxies and press upon the qualifications of all persons offering to vote at
each meeting and count the ballots. The election shall be by secret ballot, or
in case there is only one nomination for a certain office, the election may be
by acclamation. Each shareholder of record shall be entitled to one vote for
each share of stock held by him.
SECTION 7. Order of Business:
1st. All persons claiming to hold proxies shall present them to the
tellers for verification.
2nd. Proof of due notice of meeting when applicable.
3rd. Reading and disposal of all unapproved minutes.
4th. Reports of officers and committees.
5th. Election of Directors.
6th. Unfinished business.
7th. New business.
8th. Adjournment.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Number and Term of Officers:
A board of three (3) Directors shall be chosen annually by the
stockholders at their annual meeting. The holders of the majority of the
outstanding shares of stock entitled to vote may at any time pre-emptorily
terminate tire term; of office of all or any of the Directors by a vote at a
meeting called for such purposes. Such removal shall be effective immediately
even if successors are not elected simultaneously and the vacancies on the Board
of Directors resulting therefrom shall be filled by the stockholders, or by the
Board of Directors as provided in Section 2 hereof.
SECTION 2. Vacancies:
In case of any vacancy among the Directors through death, resignation
disqualification or other cause, the remaining Directors though less than a
quorum, shall by vote of a majority of their number elect a successor to hold
office for the unexpired portion of the term of the Director whose place shall
be vacant.
SECTION 3. Regular Meetings:
After the adjournment of the annual meeting of the stockholders of the
company, the newly elected Directors shall meet for the purpose of organization,
the election of officers, and the transaction of such other business as may come
before said meeting. No notice shall be required for such meeting. The meeting
may be held within or without the state of Alabama.
SECTION 4. Special Meetings:
Special meetings of the Board of Directors shall be held at the place
specified called therefor, and notice thereof. Said special meeting of the Board
of Directors may be called at any time by the President or by any two members of
the board giving written notice thereof to the President of said corporation, or
said special meeting may be called without notice by unanimous written consent
of all the members by the presence of all the members of said board at any such
meeting. The special meetings of the Board of Directors may be held within or
without the state of Alabama.
SECTION 5. Quorum:
A majority of the Board of Directors shall constitute a quorum for the
transaction of business, except where otherwise provided by statute or by these
By-Laws, but if any meeting of the Board be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained.
SECTION 6. Order of Business:
The Board of Directors may from time to time, determine the order of
business at their meetings. The usual order of business at such meetings shall
be as follows:
1st. Roll call; a quorum being present.
2nd. Reading of minutes of preceding meeting and action thereon.
3rd. Consideration of communications of the Board of Directors.
4th. Reports of officials and committees.
5th. Election of Directors
6th. Unfinished Business.
7th. New business.
8th. Adjournment.
ARTICLE IV
POWERS OF DIRECTORS
SECTION 1. Generally:
The Government in control of the corporation shall be vested in the
Board of Directors.
SECTION 2. Special Powers:
The Board of Directors shall have, in addition to its other powers the
express right to exercise the following powers:
1. To purchase, lease, and acquire, in any lawful manner any and
all real or personal property including franchises, stocks, bonds and debentures
of other companies, business and good will, patents, trade-marks in contracts,
and interests thereunder, and other rights and proprieties which in their
judgment may be beneficial for the purpose of this corporation, and to issue
shares of stock of this corporation in payment of such property, and in payment
for services rendered to this corporation, when they deem it advisable.
2. To fix and determine and to vary, from time to time, the
amount or amounts to be set aside or retained as reserve funds or as working
capital of this corporation.
3. To issue notes and other obligations or evidences of the debt
of this corporation, and to secure the same, if deemed advisable, and endorse
and guarantee the notes, bonds, stocks, and other obligations of other
corporations with or without compensation for so doing, and from time to time to
sell, assign, transfer or otherwise dispose of any of the property of this
corporation, subject, however, to the laws of the state of Alabama, governing
the disposition of the entire assets and business of the corporation as a going
concern.
4. To declare and pay dividends, both in the form of money and
stock, but only from the surplus or from the net profit arising from the
business of this corporation, after deducting therefrom the amounts, at the time
when any dividend is declared which shall have been set aside by the Directors
as a reserve fund or as a working fund.
ARTICLE V
SECTION 1. Committees:
From time to time the Board of Directors, by affirmative vote of a
majority of the whole board may appoint any committee or committees for any
purpose or purposes, and such committee or committees shall have and may
exercise such powers as shall be conferred or authorized by the resolution of
appointment. Provided, however, that such committee or committees shall at no
time have more power than that authorized by the Alabama statutes regulating the
appointment of committees.
ARTICLE VI
OFFICERS
SECTION 1. Officers:
And the officers of the corporation shall consist of a President,
Vice-President, Secretary and Treasurer, and such other officers as shall from
time to time be provided for by the board of Directors. Such officers shall be
elected by ballot or unanimous acclamation at the meeting of the Board of
Directors after the annual election of Directors. In order to hold any election
there shall be a quorum, present and any officer receiving a majority vote shall
be declared elected and shall hold office for one year and until his or her
respective successor shall have been duly elected and qualified; provided,
however, that all officers agents and employees of the corporation shall be
subject to removal from office pre-emptorily by vote of the Board of Directors
at any meeting.
SECTION 2. Powers and Duties of President:
The President shall at all times be subject to the control of the Board
of Directors. He shall have general charge of the affairs of the corporation. He
shall supervise over and direct all officers and employees of the corporation
and see that their duties are properly performed. The President, in conjunction
with the Secretary, shall sign and execute all contracts, notes, mortgages, and
all other obligations in the name of the corporation, and with the Secretary
shall sign all certificates of the shares of the capital stock of the
corporation.
The President shall preside at all meetings of the shareholders and of
the Board of Directors and by virtue of his office he shall be a member and
Chairman of the executive committee if one is appointed. The President shall
each year present an annual report of the preceding year's business to the Board
of Directors at a meeting to be held immediately preceding the annual meeting of
the shareholders, which report shall be read at the annual meeting of the
shareholders. The President shall do and perform such other duties as from time
to time may be assigned by the Board of Directors to him.
SECTION 3. Powers and Duties of Vice-President:
The Vice-President shall have such powers and perform such duties as
may be assigned to him by the Board of Directors of the corporation and in the
absence or inability of the President, the Vice-President shall perform the
duties of the President.
SECTION 4. Powers and Duties of the Secretary:
The Secretary of said corporation shall keep the minutes of all
meetings of the Board of Directors and the minutes of all meetings of the
shareholders, and also when requested by a committee, the minutes of such
committee, in books provided for the purpose. He shall attend to the giving and
serving of notice of the corporation. It shall be the duty of the Secretary to
sign with the President, in the name of the corporation, all contracts, notes,
mortgages, and other instruments and other obligations authorized by the Board
of Directors, and when so ordered by the Board of Directors, he shall affix the
Seal of Corporation thereto. The Secretary shall have charge of all books,
documents, and papers properly belonging to his office, and of such other books
and papers as the Board of Directors may direct,
SECTION 5. Powers and Duties of Treasurer:
The Treasurer shall have the care and custody of all funds and
securities of the corporation, and deposit the same in the name of the
corporation in such bank or banks or other depository as the Directors may
select. He shall sign checks, drafts, notices, and orders for the payment of
money, and he shall pay out mid dispose of the same under the direction of the
board of Directors, but checks may be signed as directed by the Board by
resolution. It shall be the duty of the Treasurer at all reasonable time to
exhibit his books and accounts to any Director or stockholder of the corporation
upon application at the office of the corporation during business hours, and
generally perform the duties of aid act as the financial agent for the
corporation for the receipts and disbursements of its funds, lie shall give such
bond for the faithful performance of his duties as the Board of Directors may
determine. The office of the Treasurer of said corporation, may be held by the
same person holding the President, Vice-President or Secretary's office,
provided the Board of Directors indicates the combination of these offices.
ARTICLE VII
STOCK AND CERTIFICATES AND TRANSFERS
SECTION 1. Stock and Certificates and Transfers:
All certificates for the shares of the capital stock of the corporation shall be
signed by the President or Vice-President, and Secretary. All certificates shall
be consecutively numbered in progression beginning with number one. Each
certificate shall show upon its face that the corporation is organized under the
laws of Alabama, the number and par value, if any, of each share represented by
it, the name of the person owning the shares represented thereby, with the
number of each share and the date of issue, aid the stock thereby represented is
transferable only upon the books of the corporation and upon the signer of such
certificates. A stock transfer book, known as the stock register shall be kept,
in which shall be entered the number of each certificate issued, and the number
of the person owning the shares thereby represented, with the number of such
stock in the corporation may be made by surrender of the certificate issued
therefore, and the written assignment thereof by the owner or his duly
authorized Attorney in Fact. Upon such surrender and assignment, a new
certificate shall be issued to the assignee as he may be entitled, but without
such surrender and assignment no transfer of stock shall be recognized by the
corporation. The board of Directors shall have the power concerning the issue,
transfer and registration of certificate for agents and registrars of transfer,
and may require all stock certificates to bear signatures of either or both. The
stock transfer books shall be closed ten days before each meeting of the
shareholders and during each such period no stock shall be transferred.
SECTION 2. Pre-Emptive Rights:
Any issue or shares or securities of the corporation in addition to the shares
subscribed to or issued at the date of these By-Laws shall be first offered
prorate to the shareholders of record in relation to their then existing
percentage of ownership of the outstanding stock of this corporation. Such
preemptive rights shall apply to any original authorized but unissued stock of
this corporation.
ARTICLE VIII
FISCAL YEAR
SECTION 1. Fiscal Year:
The fiscal year of the corporation shall commence with the opening of
business on the first day of April of each calendar year and shall close on the
3lst day of March of the year.
ARTICLE IX
AMENDMENT OF BY-LAWS
SECTION 1. Amendment of By-Laws:
The By-Laws may be amended by a majority vote of all shareholders of
this corporation entitled to vote at a regular annual meeting. Also, said
By-Laws may be altered or amended by a majority vote of the shareholders of said
corporation at any special meeting called for that object and purpose, and
provided all the shareholders are give legal notice of the object and purpose of
said meeting.
The foregoing By-Laws of U-Haul Self-Storage Management (WPC), Inc.,
are hereby accepted and adopted as the By-Laws of said corporation, and we, the
undersigned, do hereby certify that the above foregoing By-Laws are duly adopted
by the Board of Directors and that the same do now constitute the By-Laws of
this corporation.
SECTION 2. Signatories:
Notwithstanding anything in the Bylaws to the contrary, the Board of
Directors may from time to time direct the manner in which any officer or
officers or by whom any particular deed, transfer, assignment, contract,
obligation, certificate, promissory note, guarantee and other instrument or
instruments may be signed on behalf of the corporation and any acts of the Board
of Directors subsequent to the date hereof in accordance with the provision of
this bylaw are hereby adopted, ratified and confirmed as actions binding upon
and enforceable against the corporation."
/s/ Gary V. Klinefelter
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Gary V. Klinefelter, Secretary