ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
NATIONWIDE COMMERCIAL CO.
Pursuant to the provisions of Section 10-061, Arizona Revised Statutes,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is: NATIONWIDE COMMERCIAL CO.
SECOND: The document attached hereto as Exhibit "A" sets forth the
amendments to the Articles of Incorporation which were adopted
by the shareholders of the corporation at their meeting on May
18, 1995, in the manner prescribed by law.
THIRD: The number of shares of stock outstanding at the time of such
adoption was 100 shares; and the number of shares entitled to
vote on the amendment was 100 shares.
FOURTH: The designation and number of outstanding shares of each class
of series entitled to vote thereon, as a class or series, was
as follows:
CLASS OR SERIES NUMBER OF SHARES
COMMON 100
FIFTH: The number of shares of each class or series entitled to vote
thereon as a class or series voted for or against such
amendment, respectively, was:
CLASS OR SERIES NUMBER FOR NUMBER AGAINST
COMMON 100 -0-
DATED: MAY 23, 1995.
AMERCO REAL ESTATE COMPANY
By: /s/ Charles J. Bayer
-----------------------------
Charles J. Bayer, President
Attest:
/s/ J. Scott Askew
- -----------------------------------------
J. Scott Askew, Assistant Secretary
EXHIBIT A
AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
NATIONWIDE COMMERCIAL, CO.
1. Article V is amended to read as follows:
The existence of the corporation shall be: Perpetual
EXHIBIT 3.29
ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
NATIONWIDE COMMERCIAL CO.
The undersigned, being the President and Assistant Secretary
of Nationwide Commercial Co., an Arizona corporation, do hereby certify as
follows:
1. The name of the corporation is Nationwide Commercial Co.,
an Arizona corporation.
2. The amendments to the Articles of Incorporation are set
forth on Exhibit A, attached hereto and incorporated herein by this
reference.
3. That as of January 23, 1995, the sole shareholder of the
corporation by unanimous written consent, adopted the amendments to the
Articles of Incorporation as hereinabove set forth.
4. The number of common shares outstanding are 1,000,000, and
the number of common shares entitled to vote are 1,000,000.
5. The number of common shares voting in favor of the
amendment to the Articles of Incorporation is 1,000,000.
6. The amendment does not provide for an exchange,
reclassification or cancellation of shares.
7. The amendment does not effect any change in the amount of
stated capital.
Dated as of January 23, 1995.
Nationwide Commercial Co., an Arizona corporation
By: /s/ Charles J. Bayer By: /s/ John A. Lorentz
------------------------ ------------------------------
Charles J. Bayer, John A. Lorentz,
President Assistant Secretary
1
EXHIBIT A
The Articles of Incorporation of NATIONWIDE COMMERCIAL CO. are amended
to add the following provisions as Articles XII and XIII as set forth below:
ARTICLE XII
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 XII
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:
1. 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.
1
ARTICLE XIII
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) Any breach of the director's duty of loyalty to the corporation or
its shareholders.
(b) Acts or omissions which are not in good faith or which involve
intentional misconduct or a knowing violation of law.
(c) Authorizing the unlawful payment of a dividend or other
distribution on the corporation's capital stock or the unlawful purchase of its
capital stock.
(d) Any transaction from which the director derived an improper
personal benefit.
(e) A violation of A.R.S. section 10-041.
2
STATE OF ARIZONA
CORPORATION COMMISSION
(SEAL) DKT 8248 PAGE 800
To all to Whom these Presents shall Come, Greetings:
I, CHARLES D. HADLEY SECRETARY OF THE ARIZONA CORPORATION COMMISSION, DO
HEREBY CERTIFY THAT the annexed is a true and complete copy of the ARTICLES OF
INCORPORATION of
ARIZONA COMMERCIAL CO.
which were filed in the office of the Arizona Corporation Commission on the 3rd
day of August, 1970, as provided by law.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY
HAND AND AFFIXED THE OFFICIAL SEAL OF THE
ARIZONA CORPORATION COMMISSION. AT THE
CAPITOL, IN THE CITY OF PHOENIX, THIS 3RD DAY
OF AUGUST A.D. 1970
BY /s/ CHARLES D. HADLEY
---------------------------
SECRETARY,
ASSISTANT SECRETARY
ARTICLES OF INCORPORATION
OF
ARIZONA COMMERCIAL CO.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, have this day
adopted, made and subscribed in triplicate to the following Articles of
Incorporation, for the purpose of forming a corporation under the laws of the
State of Arizona.
ARTICLE I
The name of this corporation shall be ARIZONA COMMERCIAL CO.
ARTICLE II
The principal place of business of the corporation shall be at 2503
North Central Avenue, Phoenix, in the County of Maricopa, State of Arizona.
ARTICLE III
The nature of the business and the objects and purposes to be
transacted, promoted, or carried on by the corporation are to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Arizona including but not limited to:
Issuing, buying, or otherwise acquiring commercial paper or other
security for debts; making loans with such paper as security; or otherwise
borrowing and lending money, collecting or foreclosing, including the bringing
of any necessary legal actions, upon such loans or security; and generally
carrying on a finance business.
ARTICLE IV
The authorized amount of capital stock of this corporation shall be
Ten Million ($10,000,000.00) Dollars, divided into one million (1,000,000)
shares of the par value of Ten ($10.00) Dollars each. Said capital stock
Page One of Three Pages
shall be paid in at such time and upon such conditions as the Board of Directors
may by resolution direct, either in cash, or by services rendered to the
corporation, or by real or personal property transferred to it. Shares of stock
when issued in exchange for services or property pursuant to a resolution of the
Board of Directors shall thereupon become and be fully paid the same as though
paid for in cash at par, and shall be non-assessable forever, and the
determination of the Board of Directors as to the value of any property or
services received by the corporation in exchange for stock shall be conclusive.
ARTICLE V
The time of the commencement of this corporation shall be the date of
the issuance to it of a certificate of incorporation by the Corporation
Commission of the State of Arizona, and the time of its duration shall be
twenty-five (25) years from and after said date, with the privilege of renewal
in the manner provided by law.
ARTICLE VI
This corporation shall have three directors initially. The number of
directors may be increased or diminished from time to time in accordance with
the by-laws adopted by the stockholders, but shall never be less than three.
ARTICLE VII
The affairs of this corporation shall be conducted by the Board of
Directors and by such officers as the said board of directors may from time to
time elect or appoint. Said directors shall be elected by the stockholders at
the annual meeting of the corporation to be held on the third Saturday of May
and shall hold office until their successors are elected.
ARTICLE VIII
The corporation shall not incur or subject itself to a total
indebtedness or liability, direct or contingent, in an amount exceeding
two-thirds (2/3) of its authorized capital stock unless authorized by
three-fourths (3/4) of the vote cast with respect thereto at a lawfully held
shareholders meeting, and approved by the Corporation Commission of the State of
Arizona.
Page Two of Three Pages
ARTICLE IX
Except as to the amount of any unpaid stock subscription owing to this
corporation, the private property of the stockholders of this corporation shall
be exempt from liability for its debts and obligations.
ARTICLE X
The statutory agent for the corporation shall be C. T. Corporation, 14
North 18th Avenue, Phoenix, Arizona. C. T. Corporation is a corporation
empowered by its articles to act as a statutory agent.
ARTICLE XI
The incorporators of this corporation are:
Name Address
- ---- -------
David L. Helsten 2727 North Central Avenue, Phoenix, Arizona
Arthur G. Seifert 2727 North Central Avenue, Phoenix, Arizona
In testimony Whereof, we have signed and sealed these Articles of
Incorporation this 31st day of July, 1970
/s/ David L. Helsten
--------------------------------
David L. Helsten
/s/ Arthur G. Seifert
--------------------------------
Arthur G. Seifert
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On this 31st day of July, 1970, before me, a Notary Public, personally
appeared David L. Helsten and Arthur G. Seifert, known by me to be the persons
whose signatures are subscribed to the within instrument and who acknowledged
that they executed the same as their free act for the purposes therein
contained.
In Witness Whereof, I have hereunto set my hand and official seal.
(SEAL)
/s/ [ILLEGIBLE]
--------------------------------
Notary Public State of Arizona
Page Three of Three Pages
ARTICLES OF MERGER
Pursuant to the Illinois Business Corporations Act of the State of
Illinois, and to the General Corporations Law of the State of Arizona, the
undersigned corporations adopt the following Articles of Merger for the purpose
of merging them into one of such corporations:
FIRST. The Names of the undersigned corporations and the states under
the laws of which they are respectively organized, and their status after
completion of the merger are as follows:
Nationwide Commercial Co. Illinois Absorbed
Arizona Commercial Co. Arizona Survivor
SECOND. The Agreement of Merger which is attached hereto and by
reference incorporated herein, was approved by the shareholders and directors of
each of the undersigned corporations in the manner provided under the laws of
the State of Illinois and Arizona.
THIRD. The number of shares outstanding, and the number of shares
entitled to vote upon such Agreement of Merger, and the number of shares voted
for and against such Agreement of Merger as to Nationwide Commercial Co., an
Illinois corporation, was as follows:
Number of Shares Number of Shares Number Voted Number Voted
Outstanding Entitled to Vote For Against
- ---------------- ------------------ ------------ -------
100 100 100 -0-
FOURTH. None of the shares of the authorized capital stock of
Arizona Commercial Co., an Arizona corporation, have been issued or are
outstanding, and approval of such Agreement of Merger has been given by
unanimous content of the Board of Directors and of the incorporators of such
corporation.
FIFTH. The Articles of Incorporation of Survivor are hereby amended to
change its name to Nationwide Commercial Co.
SIXTH. Arizona Commercial Co., an Arizona corporation, the surviving
corporation shall be governed under the laws of the State of Arizona. Such
surviving corporation hereby agrees:
A. That it may be served with process in the State of Illinois in any
proceeding for the enforcement of any obligations of the undersigned domestic
Illinois corporation and in any proceeding for the enforcement of the right of
any dissenting shareholder of such domestic corporation against the surviving
corporation.
1 of 2 Pages
B. Surviving corporation hereby irrevocably appoints the
Secretary of State of the State of Illinois as its agent to accept service of
process in any such proceeding.
C. Surviving corporation will promptly pay to any dissenting
shareholders of such domestic corporation the amount, if any, to which they
shall be entitled under the provisions of the Illinois Business Corporation Law
with respect to the rights of dissenting shareholders.
Dated: December 1, 1970
ABSORBED:
Nationwide Commercial Co.,
an Illinois corporation
By: /s/ MICHEL L. DOUGHERTY
----------------------------
President
(Seal)
/s/ ARTHUR G. SEIFERT
----------------------------
Secretary
SURVIVOR:
Arizona Commercial Co.,
an Arizona corporation
By: /s/ DAVID L. HELSTEN
----------------------------
President
(Seal)
/s/ JOHN A. LORENTZ
----------------------------
Secretary
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On this 1st day of December, 1970 before me appeared Michael L.
Dougherty and Arthur G. Seifert, President and Secretary respectively of
Nationwide Commercial Co., an Illinois corporation and David L. Helsten and John
A. Lorentz, President and Secretary respectively of Arizona Commercial Co., an
Arizona corporation, who being duly sworn, did say that they were duly elected
as said officers of said corporations and that the said instrument was signed in
behalf of said corporations by authority of their respective Boards of Directors
and acknowledged said instrument to be the free act and deed of said
corporations.
/s/ HELEN H. DELAMETER
--------------------------------
(Notary Seal) Notary Public - State of Arizona
My commission expires 8-13-72
2 of 2 Pages Articles of Merger
AGREEMENT OF MERGER
THIS AGREEMENT AND PLAN OF MERGER dated December 1, 1970 made by and
between Arizona Commercial Co., an Arizona Corporation, and a majority of the
directors thereof, herein referred to as SURVIVOR, and Nationwide Commercial
Co., an Illinois Corporation, and a majority of the directors thereof, parties
of the second part, said two corporations being hereinafter sometimes referred
to as SURVIVOR AND ABSORBED, respectively, or, together as the Constituent
Corporations, WITNESSETH THAT:
WHEREAS, SURVIVOR is a corporation organized and existing under the
laws of the State of Arizona with its registered office in the State of Arizona
being located at 14 North 18th Avenue, Phoenix, Arizona, and the name of its
Registered Agent at such office is C. T. Corporation; and
WHEREAS, SURVIVOR has a capitalization consisting of 1,000,000
authorized shares of Common Stock, of the par value of $10.00 Dollars each, none
of which have been as yet issued; and
WHEREAS, ABSORBED is a corporation organized and existing under the
laws of the State of Illinois with its registered office in the State of
Illinois being located at 208 S. LaSalle Street, Chicago, Illinois, and the name
of its Registered Agent at such office is C. T. Corporation System; and
WHEREAS, ABSORBED has an authorized capitalization of 100 shares of
capital stock having a par value of $10.00 per share, all of which have been
issued, with 100 shares being outstanding; and
WHEREAS, the respective Boards of Directors of the Constituent
Companies have determined that it is advisable that ABSORBED be merged into
SURVIVOR, on the terms and conditions hereinafter set forth, in accordance with
the applicable provisions of the laws of the State of Arizona and of the State
of Illinois, which laws permit such merger;
NOW THEREFORE, in consideration of the promises and of the mutual
agreements, covenants and provisions hereinafter contained, the parties hereto
agree that ABSORBED be merged into SURVIVOR, and that the term and conditions of
such merger, the mode of carrying the same into effect, and the manner and basis
of converting the shares of ABSORBED into shares of SURVIVOR shall be as
follows:
Page One of Five Pages
ARTICLE I. ABSORBED and SURVIVOR shall be merged into a single
corporation, in accordance with the applicable provisions of the laws of the
State of Arizona and of the State of Illinois, by ABSORBED merging into
SURVIVOR, which shall be the surviving corporation. The separate existence of
ABSORBED shall cease and the existence of SURVIVOR shall continue unaffected and
unimpaired by the merger with all the rights, privileges, immunities and powers,
and subject to all the duties and liabilities of a corporation organized under
the General Corporation Law of the State of Arizona.
ARTICLE II. 1. The Articles of Incorporation of SURVIVOR SHALL continue
to be its Articles of Incorporation following the effective date of the merger,
until the same shall be altered or amended.
2. The By-Laws of SURVIVOR shall be and remain the By-Laws of SURVIVOR
until altered, amended or repealed.
3. The Board of Directors of SURVIVOR as of the effective date of the
merger shall be as follows:
Michael L. Dougherty
Samuel J. Briggs
Arthur G. Seifert
The officers of SURVIVOR as of the effective date of the merger shall
be:
President - Michael L. Dougherty
Vice President - Treasurer - Samuel J. Briggs
Secretary - Arthur G. Seifert
The above-named officers and directors of SURVIVOR shall continue in
office until the next regular annual meeting of shareholders and directors of
SURVIVOR and until their successors shall have been elected.
ARTICLE III. On the effective date of the merger:
1. SURVIVOR shall possess all the rights, privileges, immunities,
powers and franchises as well of a public as of a private nature, and shall be
subject to all of the restrictions, disabilities and duties of each of the
Constituent Corporations; and all property, real, personal and mixed, including
all patents, applications for patents, trademarks, trademark registrations and
applications for registration of trademarks, together with the good will of the
business in connection with which said patents and marks are used, and all debts
due on whatever account, including subscriptions to shares of capital stock, and
all other choses in action all and every other interest of or belonging to or
due to each of the Constituent corporations shall be deemed to be transferred to
and vested in
Page Two of Five Pages
SURVIVOR without further act or deed, and the title to any real estate, or any
interest therein, vested in either of the Constituent Corporations shall not
revert or be in any way impaired by reason of the merger.
2. SURVIVOR shall be responsible and liable for all the liabilities and
obligations of each of the Constituent Corporations; and any claim existing or
action or proceedings pending by or against either of the Constituent
Corporations may be prosecuted to judgment as if the merger had not taken place,
or SURVIVOR may be substituted in its place and neither the rights of creditors
nor any liens upon the property of either of the Constituent Corporations shall
be impaired by the merger. SURVIVOR shall execute and deliver any and all
documents which may be required for it to assume or otherwise comply with
outstanding obligations of ABSORBED.
3. SURVIVOR agrees to perform the obligations of ABSORBED to the
Continental Illinois National Bank and Trust Company of Chicago under Revolving
Credit Agreement and a Security Agreement, both dated as of September 29, 1967,
as amended, or otherwise incurred.
ARTICLE IV. The manner and basis of converting the shares of stock of
each of the Constituent Corporations into shares of stock of SURVIVOR are as
follows:
1. All outstanding shares of stock of ABSORBED shall be surrendered to
SURVIVOR, in return for which SURVIVOR shall issue its stock to the shareholders
of ABSORBED on a share-for-share basis, in order that the effect of such
exchange shall be that the shareholders of ABSORBED shall become the
shareholders of SURVIVOR to the same extent of percentage of ownership as they
previously were of ABSORBED.
2. On the effective date of the merger, and when the aforementioned
exchange has been effected, the outstanding stock of SURVIVOR shall be deemed
for all corporate purposes to evidence the ownership of the Constituent
Corporations.
ARTICLE V. ABSORBED shall pay all expenses of accomplishing the merger.
ARTICLE VI. If at any time SURVIVOR shall consider or be advised that
any further assignment or assurance in law are necessary or desirable to vest
or to perfect or confirm of record in SURVIVOR the title to any property or
rights of ABSORBED, OR TO otherwise carry out the provisions hereof, the proper
officers and
Page Three of Five Pages
directors of ABSORBED as of the effective date of the merger shall execute and
deliver any and all proper deeds, assignments and assurances in law, and do all
things necessary or proper to vest, perfect or confirm title to such property or
rights in SURVIVOR, and otherwise to carry out the provisions hereof.
ARTICLE VII. Each of the Constituent Corporations shall take or cause
to be taken, all action or do or cause to be done, all things necessary, proper
or either of such States, to consummate and make effective the merger, subject,
however, to the appropriate vote or consent of the stockholders of each of the
Constituent Corporations in accordance with the requirements of the applicable
provisions of the laws of the State of Arizona and of the State of Illinois.
ARTICLE VIII. The effective date of the merger shall be at the close of
business on December 31, 1970. The officers and directors of ABSORBED are
authorized and directed to perform all actions required for accomplishing and
filling the merger under the laws of the State of Arizona and the State of
Illinois.
ARTICLE IX. The Article of Incorporation of SURVIVOR shall be amended
to change its name to Nationwide Commercial Co.
IN WITNESS WHEREOF, the corporate parties hereto, pursuant to authority
given by their respective Board of Directors, have caused this Agreement and
Plan of Merger to be entered into and signed by their respective directors, or a
majority of them, and in their respective corporate names by their respective
President or Vice-Presidents, and their corporate seals to be hereunto affixed,
and to be attested by their respective Secretaries or Assistant Secretaries, all
as of the date and year first above written.
SURVIVOR: Arizona Commercial Co., an Arizona Corporation
ATTEST: Directors: /s/ David L. Helsten
--------------------------------
President
/s/ David L. Helsten /s/ John A. Lorentz
- -------------------------------- --------------------------------
Secretary
/s/ Arthur G. Seifert
- -------------------------------- (seal)
(Corporate Seal)
Page Four of Five Pages
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
I, Helen H. Delamater, do hereby certify that on this day the foregoing
instrument of writing was produced to me in my county by the parties and
acknowledged and delivered before me by David L. Helsten, as President of
Arizona Commercial Co., an Arizona corporation, a corporation, party thereto, to
be the act and deed of said corporation by him as its President and
chief officer, thereunto duly authorized, and seal of said corporation as
affixed to said instrument was duly attested and proven before me by John A.
Lorentz, its secretary.
Given under my hand and seal of office this 1st day of December, 1970.
/s/ Helen H. Delamater
--------------------------------
Notary Public - State of Arizona
8-13-72
--------------------------------
My Commission Expires
ABSORBED: Nationwide Commercial Co., an Illinois Corporation
ATTEST: DIRECTORS: /s/ Michael L. Dougherty
--------------------------------
/s/ Michael L. Dougherty President
- --------------------------------
/s/ Samuel J. Griggs, Jr. /s/ Arthur G. Seifert
- -------------------------------- --------------------------------
Secretary
(Seal)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On this 1st day of December, 1970, before me appeared Michael L.
Dougherty, to me personally known, who, being by me duly sworn, did say that he
is the president of Nationwide Commercial Co., an Illinois Corporation, and
that the seal affixed to said instrument is the corporate seal of said
corporation and that said instrument was signed and sealed by said president and
secretary respectively on behalf of said corporation by authority of its Board
of Directors and said Arthur G. Seifert acknowledged said instrument to be the
free act and deed of said corporation.
/s/ Helen H. Delamater
--------------------------------
8-13-72
--------------------------------
My Commission Expires
(Seal)
Page Five of Five Pages
ARTICLES OF MERGER
OF
A TO Z INTERNATIONAL, INC.
INTO
NATIONWIDE COMMERCIAL CO.
UNDER SECTION 10-074 OF ARIZONA REVISED STATUTES, TITLE 10
Pursuant to the Arizona Revised Statutes, Title 10, Section 10-074, the
undersigned corporations hereby adopt the following Articles of Merger for
the purpose of merging into one surviving corporation.
I.
1. The name of the Surviving Corporation is Nationwide Commercial
Co., an Arizona corporation.
2. The name of the Absorbed Corporation is A to Z International,
Inc., an Arizona corporation.
II.
The Plan of Merger which is attached hereto and by reference
incorporated herein was approved by the directors and the sole shareholder of
each of the Constituent Corporations in accordance with the laws of the State of
Arizona.
III.
The number of shares outstanding, the number of shares entitled to vote
upon the Plan of Merger and the number of shares voted for and against said Plan
as to each corporation was as follows:
Nationwide Commercial Co.:
Number of Shares Number of Shares Number Number
Outstanding Entitled to Vote Vote For Voted Against
----------- ---------------- -------- -------------
100 100 100 -0-
A to Z International, Inc.:
Number of Shares Number of Shares Number Number
Outstanding Entitled to Vote Vote For Voted Against
----------- ---------------- -------- -------------
100 100 100 -0-
-1-
Executed this 28th day of July, 1976.
NATIONWIDE COMMERCIAL CO.
By: /s/ Michael L. Dougherty
--------------------------------
Michael L. Dougherty - President
(CORPORATE SEAL)
By: /s/ Dean A. Cooley
--------------------------------
Dean A. Cooley - Secretary
A TO Z INTERNATIONAL, INC.
By: /s/ Thomas J. English
--------------------------------
Thomas J. English - President
(CORPORATE SEAL)
By: /s/ Dean A. Cooley
--------------------------------
Dean A. Cooley - Secretary
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this 28th day of
July, 1976, by Michael L. Dougherty, President, and Dean A. Cooley, Secretary,
of Nationwide Commercial Co., an Arizona corporation, on behalf of the
corporation.
/s/ Helen H. Delamater
--------------------------------
Notary Public
My Commission expires: Aug. 13, 1976
(NOTARIAL SEAL)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing Instrument was acknowledged before me this [ILLEGIBLE]
day of July, 1976, by Thomas J. English, President, and Dean A. Cooley,
Secretary, of A to Z International, Inc., an Arizona corporation, on behalf of
the corporation.
By: /s/ Helen H. Delamater
--------------------------------
Notary Public
My Commission expires: Aug. 13, 1976
(NOTARIAL SEAL)
PLAN OF MERGER
This Plan of Merger is entered into by A to Z International, Inc.,
Absorbed Corporation, and Nationwide Commercial Co., Surviving Corporation, both
Arizona corporations and together referred to as Constituent Corporations,
hereby WITNESSETH THAT:
The Boards of Directors of the Constituent Corporations have determined
it to be advisable that Absorbed Corporation be merged into Surviving
Corporation in accordance with Arizona Revised Statutes, Title 10, Section
10-071 under which the following plan is adopted:
I.
Constituent Corporations shall be merged, by ABSORBED Corporation
merging into Surviving Corporation. The separate existence of ABSORBED
Corporation shall cease and the existence of Surviving Corporation shall
continue unaffected and unimpaired by the merger with all the rights,
privileges, immunities and powers, and subject to all the duties and liabilities
of a corporation organized under Arizona Revised Statutes, Title 10.
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 the
Surviving Corporation shall be deemed for all corporate purposes to evidence the
ownership of the Constituent Corporations.
III.
The Articles of Incorporation of Nationwide Commercial Co., an Arizona
corporation, shall be the Articles of Incorporation of the Surviving
Corporation.
IV.
The Constituent Corporations shall take or cause to be taken [ILLEGIBLE] things
necessary, proper or advisable under the laws of Arizona to consummate and
make effective the merger subject, consent of their sole shareholder, and the
President of each Constituent Corporation are authorized and directed
[ILLEGIBLE] required for accomplishing and filing this Plan
Whereof the corporate parties hereby execute this Plan [ILLEGIBLE] day of June,
1976.
SURVIVOR: NATIONWIDE COMMERCIAL CO.
an Arizona corporation
By: /s/ Michael L. Dougherty
--------------------------------
Michael L. Dougherty, President
(SEAL)
By: /s/ Dean A. Cooley
--------------------------------
Dean A. Cooley, Secretary
ABSORBED: A TO Z INTERNATIONAL, INC.
an Arizona corporation
By: /s/ Thomas J. English
--------------------------------
Thomas J. English, President
(SEAL)
By: /s/ Dean A. Cooley
--------------------------------
Dean A. Cooley, Secretary
-1-
CERTIFICATE OF CORPORATE RESOLUTION
I, John A. Lorentz, do hereby certify that I am the duly elected and
acting Secretary of Amerco, Inc., an Oregon 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 7th day of June, 1976, as the same
appears on the books and records of this corporation:
RESOLVED: That Amerco, Inc., an Oregon corporation and the
sole stockholder of A to Z International, Inc. and Nationwide
Commercial Co., both Arizona corporations, hereby consents to
and approves the merger of A to Z International, Inc. into
Nationwide Commercial Co., the surviving corporation, and
further
RESOLVED: That Amerco, Inc. hereby and authorizes and directs
the respective Boards of Directors of each corporation to take
such action as is necessary to implement such merger
proceedings, and
BE IT FURTHER RESOLVED: That the Secretary of this corporation
be and he hereby is authorized and directed to execute on
behalf of this corporation such Certificate of Corporate
Resolution as may be necessary to furnish to the State of
Arizona relative to stockholder approval of this merger.
In Witness Whereof, I have set my hand and affixed the seal of this
corporation this 26th day of July, 1976.
/s/ John A. Lorentz
--------------------------
Secretary
(CORPORATE SEAL)
STATE OF ARIZONA
[STATE OF ARIZONA] Corporation Commission
[STAMP]
To all to Whom these Presents shall Come, Greeting:
BE IT KNOWN THAT
A TO Z INTERNATIONAL, INC.
HAVING SUBMITTED TO THE ARIZONA CORPORATION COMMISSION EVIDENCE OF COMPLIANCE
WITH THE LAWS OF THE STATE OF ARIZONA GOVERNING THE INCORPORATION OF COMPANIES,
IS, BY VIRTUE OF THE POWER VESTED IN THE COMMISSION UNDER THE CONSTITUTION AND
THE LAWS OF THE STATE OF ARIZONA HEREBY GRANTED THIS
CERTIFICATE OF INCORPORATION
AUTHORIZING SAID COMPANY TO EXERCISE THE FUNCTIONS OF A CORPORATION, UNDER THE
LAWS NOW IN EFFECT IN THE STATE OF ARIZONA, AND SUBJECT TO SUCH LAWS AS MAY
HEREAFTER BE ENACTED, FOR A PERIOD OF TWENTY-FIVE YEARS FROM THE DATE
HEREOF, UNLESS SOONER REVOKED BY AUTHORITY OF LAW.
BY ORDER OF THE ARIZONA CORPORATION COMMISSION
In Witness Whereof,
DICK HERBERT
THE CHAIRMAN, HAVE HEREUNTO SET MY HAND AND CAUSED THE
OFFICIAL SEAL OF THE ARIZONA CORPORATION COMMISSION TO
BE AFFIXED AT THE [ILLEGIBLE] IN THE CITY OF PHOENIX
THIS DAY OF
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