EXHIBIT 3.59 STATE OF ARIZONA Corporation Commission [SEAL] To all to Whom these Presents shall Come, Greeting: BE IT KNOWN THAT U-HAUL CO. OF ARIZONA 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, I, DICK HERBERT THE CHAIRMAN, HAVE HEREUNTO SET MY HAND AND CAUSED THE [SEAL] OFFICIAL SEAL OF THE ARIZONA CORPORATION COMMISSION TO BE AFFIXED AT THE CAPITOL, IN THE CITY OF PHOENIX, THIS 31ST DAY OF MARCH A.D. 1970 CHAIRMAN, ATTEST: /s/ [ILLEGIBLE] SECRETARY. NO.78805 BY ASSISTANT SECRETARY. CONSENT TO USE OF NAME To the Arizona Corporation Commission Phoenix, Arizona Logan T. Frank and David L. Helsten hereby certify that we are respectively the President and Assistant Secretary of U-HAUL CO., a corporation organized and existing under and by virtue of the laws of the State of Nevada, *duly licensed to do business in the State of Arizona,* that at a meeting of the Board of Directors held on the 2nd day of February, 1970, the following resolutions were adopted: RESOLVED, that U-HAUL CO., hereby consents to the incorporation, under and by virtue of the laws of the State of Arizona 66 the following named corporations: U-HAUL CO. OF ARIZONA U-HAUL CO. OF SOUTHERN ARIZONA FURTHER RESOLVED, that the President and the Assistant Secretary be and are hereby directed to execute a certificate under the corporate seal of this corporation setting forth the consent of this corporation as given in the foregoing resolution and file the same with the Arizona Corporation Commission. IN WITNESS WHEREOF, we have set our hands and affixed the seal of the corporation as authorized in said resolution, this 19th day of March, 1970. U-HAUL CO. By /s/ [ILLEGIBLE] ----------------------------- President. By /s/ [ILLEGIBLE] ----------------------------- Assistant Secretary (CORPORATE SEAL) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) Before me, a Notary Public in and for said County and State, on this day personally appeared Logan T. Frank and David L. Helsten, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same for the purposes therein expressed. GIVEN under my hand and seal of office this 19th day of March, A.D. 1970. (SEAL) /s/ [ILLEGIBLE] ---------------------------------------- NOTARY PUBLIC ARTICLES OF INCORPORATION of U-HAUL CO. OF ARIZONA 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 U-HAUL CO. OF ARIZONA. ARTICLE II The principal place of business of the corporation shall be at 4646 West Pasadena, Glendale, Arizona, County of Maricopa. 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 Arizona 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 Arizona. ARTICLE IV The authorized amount of capital stock of this corporation shall be Five Hundred Thousand ($ 500,000.00) Dollars, divided into fifty thousand (50,000) shares of the par value of Ten ($10.00) Dollars each. Said capital Page one of four pages stock shall be paid in at such time and upon such conditions as the Board of Directors may be 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. All shareholders shall have pre-emptive rights to purchase, subscribe for or otherwise acquire any unissued shares of stock of this corporation of any class now or hereafter authorized. 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 (3) 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 (3). 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, which shall be February 1, and shall hold office until their successors are elected and qualified. Page two of four pages The following named person shall serve as officers and directors of this corporation until the first annual meeting: President Harold L. Turner Vice-President Cecil R. Thompson Secretary-Treasurer Marty Hintz Director Harold Turner Director Barry M. Kellogg Director Cecil Thomspon ARTICLE VIII The corporation shall not incur or subject itself to a total indebtedness of 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. 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. I. CORPORATION SYSTEM, 14 North 18th Avenue, Phoenix, Maricopa County, Arizona, 85007. ARTICLE XI The incorporators of this corporation are: David L. Helsten 16 E. Fillmore Tempe, Maricopa County, Arizona Richard Rink 2727 N. Central Avenue Phoenix, Maricopa County, Arizona IN TESTIMONY WHEREOF, we have hereunto set our hands this 18th day of March, 1970. Page three of four pages /s/ David L. Helsten -------------------------------------- David L. Helsten /s/ Richard Rink -------------------------------------- Richard Rink STATE OF ARIZONA ) ) SS. COUNTY OF MARICOPA ) THIS IS TO CERTIFY that on the 18th day of March, 1970, before me, a Notary Public, personally appeared David L. Helsten and Richard Rink who I am satisfied are the persons named in and who executed the foregoing Articles of Incorporation, and I first having made known to them the contents thereof, they did acknowledge that they had signed the same as their voluntary act and deed for the uses and purposes therein expressed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal on this 18th day of March, 1970. /s/ Helen H. Delamater -------------------------------------- Notary Public for the State of Arizona Residing at Phoenix, Arizona My Commission expires 8-13-76 (NOTARIAL SEAL) Page four of four pages /s/ David L. Helsten -------------------------------------- David L. Helsten /s/ Richard Rink -------------------------------------- Richard Rink STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) THIS IS TO CERTIFY that on the 18th day of March, 1970, before me, a Notary Public, personally appeared David L. Helsten and Richard Rink who I am satisfied are the persons named in and who executed the foregoing Articles of Incorporation, and I first having made known to them the contents thereof, they did acknowledge that they had signed the same as their voluntary act and deed for the uses and purposes therein expressed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal on this 18th day of March, 1970 /s/ Helen H. Delamater -------------------------------------- Notary Public for the State of Arizona Residing at Phoenix, Arizona My Commission expires 8-13-72 (NOTARIAL SEAL) Page four of four pages DICK HERBERT CHARLES D. HADLEY CHAIRMAN EXECUTIVE SECRETARY MILTON J. HUSKY MAY S. OATES COMMISSIONER DIRECTOR OF INCORPORATING DIVISION CHARLES H. GARLAND COMMISSIONER ARIZONA CORPORATION COMMISSION STATE CAPITOL ANNEX PHOENIX INCORPORATING DIVISION APRIL 28, 1970 U-Haul Co. of Arizona c/o C. T. Corporation System 14 North 18th Avenue Phoenix, Arizona 85007 Re: Fiscal Year Date Gentlemen : We request that you mail this office a letter advising the fiscal date, of above corporation, in order to enable us to compute the fees due. The law provides that on or before the fifteenth day of the fourth month, (3 months & 15 days), after the close of the fiscal year adopted by the corporation, all corporation are required each year to file an annual report and pay a registration fee. A "FISCAL YEAR: for Arizona State is defined as follows: Fiscal year is the accounting period of twelve months ending on the last day of any month including December." If in need of further assistance please call 271-4146. Yours truly, /s/ May S. Oates --------------------------------------- May S. Oates, Director of Incorporating ARIZONA CORPORATION COMMISSION MSO/cc 5/18/70 [ILLEGIBLE] Dear Ms. Oates: The Fiscal Year Date of U-Haul Co. of Arizona is December 31 ARCOA INTERNATIONAL, INC. /s/ H. H. Delamater -------------------------------------- H. H. Delamater, Legal Department CONSENT TO USE OF SIMILAR NAME To the Secretary of State State of Arizona The undersigned corporation herby 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 ARIZONA. In Witness Whereof, this corporation has caused this consent to be executed this 12th 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. /s/ Helen H. Delamater ---------------------------------- Notary Public My Commission Expires Aug. 13, 1972 RESOLUTION OF AMENDMENT WHEREAS, the undersigned are all of the officers of U-HAUL CO. OF ARIZONA, and WHEREAS, articles of incorporation of said corporation were filed in the office of the Corporation Commission of the State of Arizona on March 20, 1970, and WHEREAS, it is the unanimous decision of the undersigned to amend the name of said corporation to AMERCO MARKETING CO. OF ARIZONA, and The number of shares outstanding and entitled to vote on said amendment was 500; the number of shares voted for said amendment was 500 and the number voted against was 0. NOW THEREFORE, the name of said corporation is hereby amended to AMERCO MARKETING CO. OF ARIZONA. /s/ Harold L. Turner -------------------------------------- Harold L. Turner, President /s/ Cecil Thompson -------------------------------------- Cecil Thompson, Vice-President /s/ Marty A. Hintz -------------------------------------- Marty A. Hintz, Secretary-Treasurer STATE OF ARIZONA ) ) SS. COUNTY OF MARICOPA ) This is to certify that on the 14th day of August 1970, before me, a Notary Public, personally appeared Harold L. Turner, Cecil Thompson and Marty A. Hintz, who I am satisfied are the persons named in and executed the foregoing resolution, and I first having made known to them the contents thereof, they did acknowledge that they had signed the same as their voluntary act and deed for the uses and purposes therein expressed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal this 14th day of August, 1970. /s/ Charles E. [ILLEGIBLE] -------------------------------------- Notary Public for State of Arizona Residing at Phoenix, Arizona My Commission Expires Apr. 23, 1973 (NOTARIAL SEAL) 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 Nevada. 2. The name of the corporation of which this consent is given and which is about to amend its corporate name is: AMERCO MARKETING CO. OF ARIZONA 3. The name the corporation shall adopt by amending its Articles of Incorporation is: U-HAUL CO. OF ARIZONA In Witness Whereof, this corporation has caused this consent to be executed this 28th day of February, 1973. U-HAUL CO., a (xx) Nevada Corporation By:/s/ [ILLEGIBLE] ------------------------------------- Arthur G. Assistant Secretary Seifart STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) Before me, a Notary Public, personally appeared Arthur G. Seifart, 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 may hand and official seal this 28th day of February 1973. (SEAL) /s/ Helen H. Delamater -------------------------------------- Notary Public - State of Arizona My commission expires August 13, 1976 ARTICLES OF AMENDMENT OF AMERCO MARKETING CO. OF ARIZONA Pursuant to Arizona Corporation Law, a majority of the shareholders of the corporation entitled to vote thereon adopted the following Articles of Amendment: 1. The name of the corporation prior to this amendment is AMERCO MARKETING CO. OF ARIZONA 2. The following amendment of the Articles of Incorporation was adopted by the shareholders on February 21, 1973: "ARTICLE I" The name of this corporation is U-HAUL CO. OF ARIZONA 3. The total number of shares which, at time of adoption of amendment, were outstanding was 500; entitled to vote thereon was 500; voted for amendment was 500; voted against amendment was none. 4. No shares of any class were entitled to vote on such amendment as a class. 5. The amendment does not provide for an exchange, reclassification or cancellation of issued shares. 6. The amendment does not effect a change in amount of stated capital. IN WITNESS WHEREOF, the undersigned, Don Ogle has executed this instrument and its Secretary has affixed its corporate seal hereto and attested said seal on the 9th day of March, 1973. PLACE CORPORATE SEAL AMERCO MARKETING CO. OF ARIZONA HERE BY /s/ [ILLEGIBLE] ATTEST: ----------------------------------- President /s/ [ILLEGIBLE] - --------------------------- Secretary STATE OF ARIZONA ) ) SS. COUNTY OF MARICOPA ) I, Helen H. Delamater, a notary public do hereby certify that on this 9th day of March, 1973, personally appeared before me Don Ogle, who being by me first sworn, declared that he is the President of AMERCO MARKETING CO. OF ARIZONA that he signed the foregoing PAGE 2 document as President of this corporation, and that the statements therein contained are true. /s/ Helen H. Delamater -------------------------------------- Helen H. NOTARY PUBLIC Delamater (NOTARIAL SEAL) My Commission Expires August 13, 1976 STATE OF ARIZONA Corporation Commission [SEAL] To all to Whom these Presents shall Come, Greeting: BE IT KNOWN THAT ARIZONA ASSURED AUTO PARTS, 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 YEAR FROM THE DATE HEREOF, UNLESS SOONER REVOKED BY AUTHORITY OF LAW. BY ORDER OF THE ARIZONA CORPORATION COMMISSION. IN WITNESS WHEREOF, I, MILTON J. HUSKY THE CHAIRMAN, HAVE HEREUNTO SET MY HAND AND CAUSED THE OFFICIAL SEAL OF THE ARIZONA CORPORATION COMMISSION TO BE AFFIXED AT THE CAPITOL, IN THE CITY OF PHOENIX, THIS 24TH DAY OF MARCH A.D. 1969 CHAIRMAN. ATTEST: SECRETARY. NO. 75307 BY ASSISTANT SECRETARY. [LOGO] INC. 302 3M 3.07 ARTICLES OF INCORPORATION OF ARIZONA ASSURED AUTO PARTS, INC. 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 the corporation shall be ARIZONA ASSURED AUTO PARTS, INC. ARTICLE II The principal place of business of the corporation shall be at 705 West Jefferson Street, in the county of Maricopa, state of Arizona. ARTICLE III The purpose or purposes for which the corporation is formed are: To engage in the retail and wholesale sales of auto parts and accessories. To manufacture, produce, purchase, or otherwise acquire, sell or otherwise dispose of, import, export, distribute, deal in and with, whether as principal or agent, goods, wares, merchandise, and materials of every kind and description, whether now known or hereafter to be discovered or invented. To manufacture, purchase, import or otherwise acquire, sell, rent, repair, take upon storage, exchange, export and otherwise deal in and dispose of all of the following: motors, engines, or other machinery or contrivances for the generation of steam, electricity, gasoline or other forms of power now [ILLEGIBLE] or which may be hereafter discovered; automobiles, cars, trucks, carriages, wagons, trailers, semi-trailers, boats, airplanes, airships, and vehicles of every kind and description for the transportation of passengers or goods; machinery, machine supplies, and engineering appliances, hardware, tools, parts, batteries, self-starters, magnetos, igniters, tires, rims, and all other accessories, apparatus, and appliances; and fuel, oils, and other materials use- ful in connection with the ownership, use, or enjoyment of any of the above. Page 1 for 4 pages To act as sales engineers, advisors, counselors or representatives for others and generally assist in the promotion of the sale of their products; and to render services for others as sales engineers, manufacturers' representatives, business managers or otherwise in the conduct of their business. To conduct all business activities and to exercise all powers conferred under the Business Corporation Laws of the state of Arizona. ARTICLE IV The authorized amount of capital stock of this corporation shall be Five Hundred Thousand ($500,000.00) Dollars, divided into Fifty Thousand (50,000) shares of the par value of Ten ($10.00) Dollars each. Said capital stock 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 service 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 therupon 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. All shareholders shall have pre-emptive rights to purchase, subscribe for or otherwise acquire any unissued shares of stock of this corporation of any class now or hereafter authorized. 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 (3) 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 Monday in February and shall hold office until their successors are elected. The following named persons shall serve as officers and directors of this corporation until first annual meeting: President Robert J. Pyle Vice-President John Hanson Secretary-Treasurer Norman J. Montgomery Director Joseph Hansbury Director David Mert Director Bryce Collerate ARTICLE VIII The corporation shall not incur or subject itself to a total indebtedness or liability, directly 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. ARTICLE IX Except as to the amount of any unpaid stock subscription owing to this corporation, the private property of the stockholders of the corporation shall be exempt from liability for its debts and obligations. ARTICLE X The statutory for the corporation shall be Robert J. Pyle, 705 West Jefferson Street, Phoenix, Maricopa county and state of Arizona. Said Robert J. Pyle has been a resident of the state of Arizona in excess of three years. ARTICLE XI The incorporators of this corporation are and their respective addresses are: Robert J. Pyle 325 West 5th Street Mess, Arizona Jon Hanson 2907 South Rita Lane Tempe, Arizona IN TESTIMONY WHEREOF, we have signed and sealed these Articles of Incorporation this 19th day of February, 1969. /s/ Robert J. Pyle ---------------------------------------------- Robert J. Pyle /s/ Jon A. Hanson ---------------------------------------------- Jon A. Hanson STATE OF ARIZONA ) ) COUNTY FO MARICOPA ) On the 19th day of February, 1969, before me, a Notary Public, personally appeared ROBERT J. PYLE and JON A. HANSON, 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. /s/ William F. Pick ---------------------------------------------- Notary Public (SEAL) AMENDED ARTICLES OF INCORPORATION WHEREAS, Arizona Assured Auto Parts, Inc. was duly formed as a corporation, by its incorporators, under and by virtue of the laws of the State of Arizona, on February 24, 1969 and WHEREAS, the sole stockholder ARCOA INC. and all officers and members of the Board of Directors of said corporation have unanimously voted to alter and amend the name of said corporation to read as follows: "TRUKO PARTS CENTER OF PHOENIX, INC." NOW, THEREFORE, the said Articles of Incorporation are hereby amended as above set forth. IN WITNESS THEREOF, the duly authorized officers of said corporation have hereunto set the hands. /s/ Robert J. Pyle -------------------------------- President-Robert J. Pyle /s/ Norman J. Montgomery -------------------------------- Secretary-Norman J. Montgomery On this 24th day of April, 1969 did come and appear before me Robert J. Pyle and Norman J. Montgomery, known to me to be the duly elected President and Secretary respectively of Arizona Assured Auto Parts, Inc., an Arizona corporation, who did, after an oath was duly administered, subscribe and acknowledge their foregoing signatures for the purposes herein intended. /s/ [ILLEGIBLE] --------------------------------- Notary Public - State of Arizona My Commission expires [ILLEGIBLE] (Seal) PLAN OF MERGER This Plan of Merger entered into by and between Kar-Go Parts Center of Arizona, Inc., an Arizona and Absorbed Corporation, and U-Haul Co. of Arizona, an Arizona and Surviving Corporation, together referred to as Constituent Corporations, hereby WITNESSETH THAT: The Boards of Directors and the sole shareholder of the Constituent Corporations have adopted and approved the terms and conditions hereinafter set forth, and hereby agree as follows: I The Constituent Corporations shall be merged into a. single Surviving Corporation which shall be governed by the laws of the State of Arizona II The outstanding shares of the Absorbed Corporation shall be canceled and no shares of Surviving Corporation shall be issued in exchange therefor. III Surviving Corporation shall pay all expenses of accomplishing the merger. IV The Articles of Incorporation of Surviving Corporation shall continue to be its Articles of Incorporation until altered or amended, and shall not be affected by this merger. IN WITNESS WHEREOF the corporation parties hereto execute this Plan [ILLEGIBLE] this 8th day of August, 1978. Surviving Corporation: U-Haul Co. of Arizona, on Arizona corporation By: /s/ Harry B. DeShong ------------------------------- Harry B. DeShong, President By: /s/ Marty A. Hintz ------------------------------- Marty A. Hintz, Secretary (CORPORATE SEAL) Absorbed Corporation: Kar-Go Parts Center of Arizona, Inc., an Arizona corporation By: /s/ Jon A. Hanson -------------------------------- Jon A. Hanson, President By: /s/ J. A. Lorentz -------------------------------- J. A. Lorentz, Secretary NO (CORPORATE SEAL) ARTICLES OF MERGER OF KAR-GO PARTS CENTER OF ARIZONA, INC. INTO U-HAUL CO. OF ARIZONA 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 U-Haul Co. of Arizona, an Arizona corporation. 2. The name of the Absorbed Corporation is Kar-Go Parts Center of Arizona, Inc., an Arizona corporation. II The Plan of Merger which is attached hereto and by reference incorporated herein was approved by the directors end 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: U-Haul Co. of Arizona: Number of Shares Number of Shares Number Number Outstanding Entitled to Vote Voted For Voted Against - ---------------- ---------------- --------- ------------- 500 500 500 -0- A to Z. International, Inc.: Number of Shares Number of Shares Number Number Outstanding Entitled to Vote Voted For Voted Against - ---------------- ---------------- --------- ------------- Executed this 8th day of August, 1978. U-HAUL CO. OF ARIZONA By: /s/ Harry B. DeShong ----------------------------- Harry B. DeShong, President (CORPORATE SEAL) By: /s/ Marty A. Hintz ----------------------------- Marty A. Hintz, Secretary KAR-GO PARTS CENTER OF ARIZONA, INC. By: /s/ Jon A. Hanson ----------------------------- Jon A. Hanson, President NO (CORPORATE SEAL) By: /s/ John A. Lorentz ----------------------------- John A. Lorentz, Secretary STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this 11 day of August, 1978, by Harry B. DeShong, President, and Marty A. Hintz, Secretary of U-Haul Co. of Arizona, an Arizona corporation, on behalf of the corporation. /s/ [ILLEGIBLE] ---------------------------------- Notary Public My Commission Expires April 23, [ILLEGIBLE] (NOTARIAL SEAL) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this 5th day of August, 1978, by Jon A. Hanson, President, and John A. Lorentz, Secretary, of Kar-Go Parts Center of Arizona, Inc., an Arizona corporation, on behalf of the corporation. /s/ [ILLEGIBLE] ---------------------------------- Notary Public My Commission Expires Aug. 13, [ILLEGIBLE] (NOTARIAL SEAL) PLAN/AGREEMENT/ARTICLES OF MERGER This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 28st day of June, 1988, entered into by U-HAUL CO. OF ARIZONA, the Surviving Corporation, and MOVERS WORLD OF ARIZONA, INC., the Absorbed Corporation, both corporations of the State of Arizona 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 to 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 Arizona, 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 Corporations's principal office. The location that office is 4646 W. Pasadena, Glendale, Arizona 85036, c/o John A. Lorentz. 1 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 cancelled. (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 of shares entitled to vote upon such PLAN/AGREEMENT/ARTICLES OF MERGER, and the number of shares voted for and against such PLAN/AGREEMENT/ARTICLES OF MERGER as to each corporation was as follows: NUMBER OF NUMBER OF NUMBER NUMBER SHARES SHARES VOTED VOTED COMPANY NAME OUTSTANDING ENTITLED TO VOTE FOR AGAINST ------------ ----------- ---------------- --- ------- U-HAUL CO. OF ARIZONA 500 50,000 50,000 0 MOVERS WORLD OF ARIZONA, INC. 100 500 500 0 2 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 Arizona, 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 Arizona. VI The Surviving Corporation hereby irrevocable appoints C. T. Corporation System as its agent to accept service of process on 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. 3 IN WITNESS WHEREOF the corporate parties hereto execute this PLAN/AGREEMENT/ARTICLES OF MERGER this 24st day of June, 1988. Surviving Corporation: U-HAUL CO. OF ARIZONA, Inc. an Arizona corporation BY: /s/ Robert Cilray -------------------------- Robert Cilray, President Verified BY: /s/ Cathy Clegg ----------------------- Cathy Clegg, Secretary Absorbed Corporation: MOVERS WORLD OF ARIZONA, INC. an Arizona corporation BY: /s/ John M. Dodds -------------------------- John M. Dodds, President Verified BY: /s/ John A. Lorentz --------------------- John A. Lorentz, Secretary U-Haul Co. of Southern Arizona 078804-7 Merged Into U-Haul Co. of Arizona 078805-8 PLAN/AGREEMENT/ARTICLES OF MERGER This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 10th day of January, 1991, entered into by U-Haul Co. of Arizona, the [ILLEGIBLE] Corporation, and U-HAUL Co. of Southern Arizona the [ILLEGIBLE] Corporation, both corporations of the State of Arizona 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 Arizona, 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 2721 N. Central Avenue, Phoenix, Arizona 85004, c/o John A. Lorentz. 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 Corporations shall be cancelled. (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 of shares entitled to vote upon such PLAN/AGREEMENT/ARTICLES OF MERGER, and the number of shares voted for and against such PLAN/AGREEMENT/ARTICLES OF MERGER as to each corporation was as follows: NUMBER OF NUMBER OF NUMBER NUMBER SHARES SHARES VOTED VOTED COMPANY NAME OUTSTANDING ENTITLED TO VOTE FOR AGAINST - ------------ ----------- ---------------- --- ------- U-HAUL CO. OF ARIZONA, INC. 500 500 500 -0- U-HAUL CO. OF SOUTHERN ARIZONA, INC. 500 500 500 -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 Arizona, 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 Arizona. VI The Surviving Corporation hereby irrevocable appoints John A. Lorentz as its agent to accept Service of process on 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. VII The Surviving Corporation shall pay all expenses of accomplishing the merger, and assumes the responsibility for all tax liabilities of the Absorbed Corporation. VIII The effective date of the merger shall be January 1, 1991. IN WITNESS WHEREOF the corporate parties hereto executes this PLAN/AGREEMENT/ARTICLES OF MERGER this 10th day of January, 1991. SURVIVING CORPORATION U-HAUL CO. OF ARIZONA an Arizona Corporation BY: /s/ John A. Lorentz -------------------------- John A. Lorentz, President Verified BY: /s/ Gary V. Klinefelter ------------------------------- Gary V. Klinefelter, Secretary ABSORBED CORPORATION U-HAUL CO. OF SOUTHERN ARIZONA an Arizona Corporation BY: /s/ John A. Lorentz -------------------------- John A. Lorentz, President Verified BY: /s/ Gary V. Klinefelter ------------------------------- Gary V. Klinefelter, Secretary Amform, Inc. 075069-0 Merged Into U-Haul Co. of Arizona 078805-8 \ PLAN/AGREEMENT/ARTICLES OF MERGER This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 10th day of January, 1991, entered into by U-Haul Co. of Arizona, the surviving [ILLEGIBLE] Corporations of the State of Arizona 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 Arizona, 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 Corporations's principal office. The location of that office is 2721 N. Central Avenue, Phoenix, Arizona 85004, c/o John A. Lorentz. 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 Corporations shall be cancelled. (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 of shares entitled to vote upon such PLAN/AGREEMENT/ARTICLES OF MERGER, and the number of shares voted for and against such PLAN/AGREEMENT/ARTICLES OF MERGER as to each corporation was as follows: NUMBER OF NUMBER OF NUMBER NUMBER SHARES SHARES VOTED VOTED COMPANY NAME OUTSTANDING ENTITLED TO VOTE FOR AGAINST - ------------ ----------- ---------------- --- ------- U-HAUL CO. OF ARIZONA, INC. 500 500 500 -0- AMFORM, INC. 16,300 16,300 16,300 -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 Arizona, 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 Arizona. VI The surviving corporation hereby irrevocable appoints John A. Lorentz as its agent to accept service of process on 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. VII The Surviving Corporation shall pay all expenses of accomplishing the merger, and assumes the responsibility for all tax liabilities of the Absorbed Corporation. VIII The effective date of the merger shall be January 1, 1991. IN WITNESS WHEREOF the corporate parties hereto executes this PLAN/AGREEMENT/ARTICLES OF MERGER this 10th day of January, 1991. SURVIVING CORPORATION U-HAUL CO. OF ARIZONA an Arizona Corporation BY: /s/ John A. Lorentz -------------------------- John A. Lorentz, President Verified BY: /s/ Gary V. Klinefelter --------------------------- Gary V. Klinefelter, Secretary ABSORBED CORPORATION AMFORM, INC. an Arizona Corporation BY: /s/ John A. Lorentz -------------------------- John A. Lorentz, President Verified BY: /s/ Gary V. Klinefelter ------------------------------- Gary V. Klinefelter, Secretary ARTICLES OF AMENDMENT AZ CORP COMMISSION FOR THE STATE OF AZ TO FILED NOV 24 12 37 PM '92 ARTICLES OF INCORPORATION APPR [ILLEGIBLE] DATE APPR [ILLEGIBLE] FILED __ OF TERM _________________________ DATE __________ TIME _________ U-HAUL CO. OF ARIZONA 078805-8 Pursuant to the provision of Section 10-061, Arizona Revised Statues, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the corporation is U-Haul Co. of Arizona SECOND: The document attached hereto as Exhibit "A" sets forth the Articles of Incorporation which were adopted by the shareholders of the corporation at their meeting on October 30, 1992, in the manner prescribed by law. THIRD: The number of shares of stock outstanding at the time of such adoption was 500 shares; and the number of shares entitled to vote on the amendment was 500 shares. FOURTH: The designation and number of outstanding shares of each class or series entitled to vote thereon, as a class or series, was as follows: CLASS OR SERIES NUMBER OF SHARES Common 500 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 500 -0- DATED: November 6, 1992. U-HAUL CO. OF ARIZONA BY: /s/ Jon Baker -------------------------- Jon Baker, President Attest: /s/ Gary V. Klinefelter - ------------------------------ Gary V. Klinefelter, Secretary EXHIBIT A AMENDMENT TO THE ARTICLES OF INCORPORATION OF: U-HAUL CO. OF ARIZONA 1. Article IV is amended to read as follows: The existence of the corporation shall be: Perpetual. AZ CORP COMMISSION FOR THE STATE OF AZ ARTICLES OF AMENDMENT FILED TO THE ARTICLES OF INCORPORATION SEP 8 11:20 AM '93 OF APPR F L Kreuder U-HAUL CO. OF ARIZONA DATE APPR 11-10-3 FILED __ AN ARIZONA CORPORATION TERM___ DATE____ TIME___ 078805-8 Pursuant to A.R.S. 10-061, U-Haul Co. of Arizona, an Arizona corporation, hereby adopts the following Articles of Amendment and certifies as follows; 1. The name of the corporation is U-Haul Co. of Arizona. 2. The following amendment of the Articles of Incorporation was adopted by the sole shareholder of the corporation: ARTICLE XII To the fullest extent permitted by law, the corporation shall indemnify every officer and director of the corporation against all expenses and liabilities, including attorneys' fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party, or in which he may become involved by reason of his being or having served in such capacity on behalf of the corporation, or any settlement thereof. The foregoing rights of indemnification shall be in addition to and not excluding of all of the rights to which such persons may be entitled at law or otherwise. Notwithstanding the foregoing, the board of directors shall have the right to refuse indemnification as to any expenses unreasonable incurred. ARTICLE XIII No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Article shall not eliminate or limit the liability of a director for (i) any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) authorizing the unlawful payment of a dividend or other distribution on the corporation's capital stock or the unlawful purchase of its capital stock; (iv) a violation of Arizona Revised Statutes Section 10-041 -- Director conflicts of interest; or (v) any transaction from which the director derived an improper personal benefit. 3. The amendment was adopted by the sole shareholder on August 24, 1993. Page 2 4. The total number of common shares outstanding at the time of adoption of the amendment and entitled to vote thereon was five hundred (500). 5. The number of shares of each class or series entitled to vote thereon as a class of series voted for or against such amendment were as follows: CLASS OR SERIES No. FOR NO. AGAINST COMMON 500 -0- 6. The amendment does not provide for an exchange, reclassification or cancellation of issued shares. 7. The amendment does not effect a change in the amount of stated capital of the corporation. DATED as of August 24th, 1993. U-HAUL CO. OF ARIZONA as Arizona corporation /s/ Jon Baker ------------------------------ Jon Baker, President ATTEST: /s/ Gary V. Klinefelter - ------------------------------ Gary V. Klinefelter, Secretary CONSENT OF THE SOLE STOCKHOLDER OF U-HAUL CO. OF ARIZONA AN ARIZONA CORPORATION August 24, 1993 AMERCO, a Nevada corporation, the sole shareholder of the above named corporation, acting through Edward J. Shoen, on authority of the Board of Directors of U-Haul International, Inc. to vote the stock of all of its subsidiaries, hereby consents to and adopts the following: RESOLVED: That this corporation, the sole shareholder of U-Haul Co. of Arizona, hereby approves the amendment to the Articles of Incorporation for Article XII and Article XIII of said corporation in the State of Arizona and further RESOLVED: That the Board of Directors and Officers of said corporation are hereby authorized and directed to take all further action and to execute all documents necessary to effect this amendment. AMERCO, a Nevada Corporation BY: /s/ Edward J. Shoen -------------------------- Edward J. Shoen ARTICLES XII To the fullest extent permitted by law, the corporation shall indemnify every officers and director of the corporation against all expenses and liabilities, including attorneys's fees reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party, or in which he may become involved by reason of his being or having served in such capacity on behalf of the corporation, or any settlement thereof. The foregoing rights of indemnification shall be in addition to and not exclusive of all of the rights to which such persons may be entitled at law or otherwise. Notwithstanding the foregoing, the board of directors shall have the right to refuse indemnification as to any expenses unreasonably incurred. ARTICLE XIII No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Article shall not eliminate or limit the liability of a director for (i) any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) authorizing the unlawful payment of a dividend or other distribution on the corporation's capital stock or the unlawful purchase of its capital stock; (iv) a violation of Arizona Revised statutes Section 10-041 -- Director conflicts of interest; or (v) any transaction from which the director derived an improper personal benefit. This Article shall not eliminate or limit the liability of a director for any act or omission occurring before the effective date of this Amendment.