EXHIBIT 3.7
FILING FEE: $75.00 OF C66620
U-HAUL INTERNATIONAL/BLANCHE I. PASSOLT
P.O. BOX 21502
PHOENIX, AZ 85036
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 22th day of October,
1990, entered into by Amerco Real Estate Company, a Nevada Corporation, the
surviving corporation and U-Haul Co. of Pennsylvania, a Pennsylvania corporation
the absorbed Corporation, and together referred to as the Constituent
Corporations hereby witnesseth that
The respective Boards of Directors and the Sole Shareholder by
resolution have determined it to be advisable that the Absorbed Corporation be
merged into the Surviving Corporation under the terms and conditions hereinafter
set forth in accordance with the applicable provisions of the General
Corporation Law of the States of Nevada and Pennsylvania which laws permit such
mergers.
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 John A.
Lorentz, 2721 N. Central Avenue, Phoenix, Arizona 85004.
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
Absorbed 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 Surviving
Corporation.
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 SHARES NUMBER NUMBER
COMPANY SHARES ENTITLED VOTED VOTED
NAME OUTSTANDING TO VOTE FOR AGAINST
- --------------------------------------------------------------------------------
AMERCO REAL ESTATE
COMPANY 100,000 100,000 100,000 -0-
U-HAUL CO. OF
PENNSYLVANIA 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 States of Nevada and Pennsylvania 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 States of Nevada and Pennsylvania.
VI
The Surviving Corporation hereby irrevocable appoints The Secretary of
State as its agent to accept service of process in any suit or other proceeding
and to enforce against the surviving Corporation any obligation of any
Constituent Domestic Corporation or enforce the rights of a dissenting
shareholder of any Constituent Domestic Corporation. A copy of any such process
may be mailed to John A. Lorentz, P. O. Box 21502, Phoenix, Arizona 85036.
VII
The Surviving Corporation shall pay all expenses of accomplishing the
merger, and assumes the responsibility for all tax liabilities of the Absorbed
Corporation.
Surviving Corporation: AMERCO REAL ESTATE
COMPANY, a Nevada
Corporation
By: /s/ Edward J. Shoen
-------------------------------------------------
Edward J. Shoen, President
Verifies
By: /s/ Gary V. Klinefelter
--------------------------------------
Gary V. Klinefelter, Secretary
Absorbed Corporation: U-HAUL CO. OF
PENNSYLVANIA, a
Penna. Corporation
By: /s/ John A. Lorentz
-------------------------------------------------
John A. Lorentz, President
Verified
By: /s/ Gary V. Klinefelter
--------------------------------------
Gary V. Klinefelter, Secretary
STATE OF ARIZONA
COUNTY OF MARICOPA
On this day of October, 1990, before me, the undersigned Notary
Public, personally appeared Edward J. Shoen, known to me to be the President of
Amerco Real Estate Company, a Nevada Corporation, that he is the person who
executed this instrument on behalf of said corporation, and acknowledged to me
that such corporation executed the same.
/s/ Blanche I. Passolt
------------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
STATE OF PENNSYLVANIA
COUNTY OF
On this day of October, 1990, before me, the undersigned Notary
Public, personally appeared John A. Lorentz known to me to be the President of
U-Haul Co. of Pennsylvania a Pennsylvania Corporation, that he is the person who
executed instrument on behalf of said corporation, and acknowledged to me that
such corporation executed the same.
/s/ Blanche I. Passolt
------------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
CERTIFICATE OF MERGER
MERGING
U-HAUL CO. OF METRO NEW YORK, INC.
(NY) NOT QUAL.
INTO
AMERCO REAL ESTATE COMPANY
REQUESTED BY: 3816-85
U-HAUL INTERNATIONAL
ATTN: BLANCHE I. PASSOLT
2727 N. CENTRAL AVE.
P.O. BOX 21502
PHOENIX, AZ 85036-1502
FILE NUMBER: 3816-85
FILE DATE: 8/13/90
FILING FEE: $75.00
3816-85 GS
FILING FEE: $75.00 DF C01927
U-HAUL INTERNATIONAL
ATTN: BLANCHE I. PASSOLT
P.O. BOX 21502
PHOENIX, AZ 85036-1502
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 4th day of January,
1991, entered into by Amerco Real Estate Company, a Nevada corporation, the
surviving corporation and Novi Manufacturing Co. a Michigan corporation the
absorbed Corporation, and together referred to as the Constituent Corporations
hereby witnesseth that:
The respective Boards of Directors and the Sole Shareholder by
resolution have determined it to be advisable that the Absorbed Corporation be
merged into the Surviving Corporation under the terms and conditions hereinafter
set forth in accordance with the applicable provisions of the General
Corporation Law of the States of Nevada and Michigan which laws permit such
mergers.
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 John A.
Lorentz, 2721 N. Central Avenue, Phoenix, Arizona 85004.
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
Absorbed 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 Surviving
Corporation.
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 SHARES NUMBER NUMBER
COMPANY SHARES ENTITLED VOTED VOTED
NAME OUTSTANDING TO VOTE FOR AGAINST
- ---------------------------------------------------------------------------------
AMERCO REAL ESTATE
COMPANY 100,000 100,000 100,000 -0-
NOVI MANUFACTURING
CO. 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 States of Nevada and Michigan 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 States
of Nevada and Michigan.
VI
The Surviving Corporation hereby irrevocable appoints The Corporation
Trust Company as its agent to accept service of process in any suit or other
proceeding and to enforce against the surviving Corporation any obligation of
any Constituent Domestic Corporation or enforce the rights of a dissenting
shareholder of any Constituent Domestic Corporation. A copy of any such process
may be mailed to John A. Lorentz, P. O. Box 21502, Phoenix, Arizona 85036.
VII
The Surviving Corporation shall pay all expenses of accomplishing the
merger, and assumes the responsibility for all tax liabilities of the Absorbed
Corporation.
Surviving Corporation: AMERCO REAL ESTATE
COMPANY, a Nevada
Corporation
By: /s/ Edward J. Shoen
-----------------------------------------
Edward J. Shoen, President
Verified
BY: /s/ Gary V. Klinefelter
--------------------------------------
Gary V. Klinefelter, Secretary
Absorbed Corporation: NOVI MANUFACTURING CO.
A Michigan Corporation
By: /s/ John A. Lorentz
-----------------------------------------
John A. Lorentz, President
Verified
By: /s/ Gary V. Klinefelter
--------------------------------------
Gary V. Klinefelter, Secretary
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 4th day of January, 1991, before me, the undersigned Notary
Public, personally appeared Edward J. Shoen, known to me to be the President of
Amerco Real Estate Company, a Nevada Corporation, that he is the person who
executed this instrument on behalf of said corporation, and acknowledged to me
that such corporation executed the same.
/s/ Blanche I. Passolt
----------------------------------
NOTARY PUBLIC
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 4th day of January, 1991 before me, the undersigned Notary
Public, personally appeared John A. Lorentz known to me to be the President of
Novi Manufacturing Co., Inc., a Michigan Corporation, that he is the person who
executed this instrument on behalf of said corporation, and acknowledged to me
that such corporation executed the same.
/s/ Blanche I. Passolt
----------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
PLAN AND AGREEMENT OF MERGER
MERGING
NOVI MANUFACTURING CO.
(MI) CORP. NOT QUAL.
INTO
AMERCO REAL ESTATE COMPANY 3816-85
(NV)
REQUESTED BY:
U-HAUL INTERNATIONAL
ATTN: BLANCE I. PASSOLT
P.O. BOX 21502
PHOENIX, AZ 85036-1502
FILE NUMBER: 3816-85
FILE DATE: 1/10/91
FILING FEE: $75.00
3816-85 GS FILING FEE: $75.00 DF
2 CERTS. $20.00
FILING FEE: $75,00 DF C01926
U-HAUL INTERNATIONAL
ATTN: BLANCE I. PASSOLT
P.O. BOX 21502
PHOENIX, AZ 85036-1502
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 4th day of
January, 1991, entered into by Amerco Real Estate Company, a Nevada
Corporation, the surviving corporation and Boston Trailer Manufacturing Company,
Inc., a Massachusetts corporation the absorbed Corporation, and together
referred [ILLEGIBLE] 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 States of Nevada and Massachusetts which laws permit such
mergers.
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 John A.
Lorentz, 2721 N. Central Avenue, Phoenix, Arizona 85004.
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
Absorbed 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 Surviving
Corporation.
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 SHARES NUMBER NUMBER
COMPANY SHARES ENTITLED VOTED VOTED
NAME OUTSTANDING TO VOTE FOR AGAINST
- ------------------ ----------- --------- ------- -------
AMERCO REAL ESTATE
COMPANY 100,000 100,000 100,000 -0-
BOSTON TRAILER
MANUFACTURING
COMPANY, INC. 2,786 2,786 2,786 -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 States of Nevada and Massachusetts 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 States of Nevada and Massachusetts.
VI
The Surviving Corporation hereby irrevocable appoints The Corporation
Trust Company as its agent to accept service of process in any suit or other
proceeding and to enforce against the surviving Corporation any obligation of
any Constituent Domestic Corporation or enforce the rights of a dissenting
shareholder of any Constituent Domestic Corporation. A copy of any such process
may be mailed to John A. Lorentz, P. O. Box 21502, Phoenix, Arizona 85036.
VII
The Surviving Corporation shall pay all expenses of accomplishing the
merger, and assumes the responsibility for all tax liabilities of the Absorbed
Corporation.
Surviving Corporation: AMERCO REAL ESTATE
COMPANY, a Nevada
Corporation
By: /s/ Edward J. Shoen
-------------------------------------------------
Edward J. Shoen, President
Verified
By: /s/ Gary V. Klinefelter
--------------------------------------------
Gary V. Klinefelter, Secretary
Absorbed Corporation: BOSTON TRAILER
MANUFACTURING COMPANY,
a Massachusetts
Corporation
By: /s/ John A. Lorentz
-------------------------------------------------
John A. Lorentz, President
Verified
By: /s/ Gary V. Klinefelter
--------------------------------------------
Gary V. Klinefelter, Secretary
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 4th day of January, 1991, before me, the undersigned Notary
Public, personally appeared Edward J. Shoen, known to me to be the President of
Amerco Real Estate Company, a Nevada Corporation, that he is the person who
executed this instrument on behalf of said corporation, and acknowledged to me
that such corporation executed the same.
/s/ [ILLEGIBLE]
----------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 4th day of January, 1991 before me, the undersigned Notary
Public, personally appeared John A. Lorentz known to me to be the President of
Boston Trailer Manufacturing Company, Inc., a Massachusetts Corporation, that he
is the person who executed this instrument on behalf of said corporation, and
acknowledged to me that such corporation executed the same.
/s/ [ILLEGIBLE]
----------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
RESTATED
ARTICLES OF INCORPORATION
OF
AMERCO REAL ESTATE COMPANY
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, have
voluntarily associated ourselves together for the purpose of forming a
corporation under the laws of the State of Nevada, and we do certify:
ARTICLE I
The name of the corporation is: AMERCO REAL ESTATE COMPANY
ARTICLE II
The principal place of business of the corporation shall be at:
1325 Airmotive Way, Suite #170, Reno, Nevada
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 Nevada.
ARTICLE IV
The number of shares of common stock which this corporation is
authorized to issue is twenty million (20,000,000) shares with a par
value of one Cent ($0.01) per share. In addition to the common stock
authorized to be issued, the corporation is authorized to issue five
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million (5,000,000) shares of preferred stock, with the Board of
Directors having authority to issue such shares in one or more series,
with a par value of One Cent ($0.01) per share, with limited voting
powers or without voting powers, and with such designations,
preferences and relative, participating, optional or other special
rights, or qualifications, limitations or restrictions thereof as shall
be stated or expressed in the resolution regarding such stock adopted
by the Board of Directors pursuant to the authority expressly vested in
it by this provision of the Articles of Incorporation, or any amendment
hereto.
ARTICLE V
For the management of the business, and for the conduct of the affairs
of the corporation, and for the further definition, limitation, and
regulation of the powers of the corporation and its directors and
stockholders, it is further provided:
A. BOARD Of DIRECTORS. The Board of Directors shall consist of
not less than 4 nor more than 8 directors, the exact number of
directors to be determined from time to time solely by a resolution
adopted by an affirmative vote of a majority of the entire Board of
Directors. The directors shall be divided into four classes, designated
Class I, Class II, Class III, and Class IV. Subject to applicable law,
each class shall consist, as nearly as may be possible, of one-fourth
of the total number of directors constituting the entire Board of
Directors. At the 1990 Annual Meeting of Stockholders, Class I
directors shall be elected for a one-year term, Class II directors for
a two-year term, Class III directors for a three-year term, and Class
IV directors for a four-year term. At each succeeding annual meeting of
stockholders, commencing in 1991, successors to the class of directors
whose term expires at the annual meeting shall be elected or reelected
for a four-year term.
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If the number of directors is changed, any increase or
decrease shall be apportioned among the classes of directors so as to
maintain the number of directors in each class as nearly equal as
possible, but in no case will a decrease in the number of directors
shorten the term of any incumbent director. When the number of
directors is increased by the Board of Directors and any newly created
directorships are filled by the Board of Directors, there shall be no
classification of the additional directors until the next annual
meeting of stockholders.
A director shall hold office until the meeting for the year in
which his or her term expires and until his or her successor shall be
elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.
This Article V may be amended only by the affirmative vote of
two-thirds of all of the outstanding shares of common stock of the
corporation entitled to vote, which vote must be by ballot at a duly
constituted meeting of the stockholders, the notice of which meeting
must include the proposed amendment.
Directors need not be stockholders. The names and addresses of the
initial Board are:
Mark V. Shoen 2727 N. Central Avenue
Phoenix, AZ 85004
Edward J. Shoen 2727 N. Central Avenue
Phoenix, AZ 85004
Paul F. Shoen 2727 N. Central Avenue
Phoenix, AZ 85004
John H. Dodds 2727 N. Central Avenue
Phoenix, AZ 85004
Aubrey K. Johnson 2727 N. Central Avenue
Phoenix, AZ 85004
Gary B. Horton 1325 Airmotive Way, Suite 170
Reno, NV 89502
James P. Shoen 1325 Airmotive Way, Suite 170
Reno, NV 89502
B. POWERS OF THE BOARD OF DIRECTORS. In furtherance and not in
limitation of the powers conferred by the laws of the State of Nevada,
the Board of Directors is expressly authorized and empowered:
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(i) To make, alter, amend, and repeal the bylaws,
subject to the power of the stockholders to amend the bylaws,
which power may be exercised only by the affirmative vote of
two-thirds of all of the outstanding shares of common stock of
the corporation entitled to vote, which vote must be by ballot
at a duly constituted meeting of the stockholders, the notice
of which meeting must include the proposed amendment. This
Article 6.3(i) may be amended only by the affirmative vote of
two-thirds of all of the outstanding shares of common stock of
the corporation entitled to vote, which vote must by ballot at
duly constituted meeting of the stockholders, the notice of
which meeting must include the proposed amendment;
(ii) Subject to the applicable provisions of the
bylaws then in effect, to determine, from time to time,
whether and to what extent, and at what times and places, and
under what conditions and regulations, the accounts and books
of the corporation, or any of then, shall be open to
stockholder inspection. No stockholder shall have any right to
inspect any of the accounts, books or documents of the
corporation, except as permitted by law, unless and until
authorized to do so by resolution of the Board of Directors or
of the stockholders of the corporation;
(iii) To authorize and issue, without stockholder
consent, obligations of the corporation, secured and
unsecured, under such terms and conditions as the Board of
Directors, in its sole discretion, may determine, and to
pledge or mortgage, as security therefor, any real or personal
property of the corporation, including after-acquired
property;
(iv) To determine whether any and if so, what part,
of the earned surplus of the corporation shall be paid in
dividends to the stockholders, and to direct and determine
other use and disposition of any such earned surplus;
(v) To fix, time time to time, the amount of the
profits of the corporation to be reserved as working capital
or for any other lawful purpose;
(vi) To establish bonus, profit-sharing, stock
option, or other types of incentive compensation plans for the
employees, including officers and directors, of the
corporation, and to fix the amount of profits to be shared or
distributed, and to determine the persons to participate in
any such plans and the amount of their respective
participations;
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(vii) To designate, by resolution or resolutions
passed by a majority of the entire Board of Directors, one or
more committees, each consisting of two or more directors,
which, to the extent permitted by law and authorized by the
resolution or the bylaws, shall have and may exercise the
powers of the Board of Directors;
(viii) To provide for the reasonable compensation of
its own members, and to fix the terms and conditions upon
which such compensation will be paid;
(ix) In additional to the powers and authority
hereinbefore, or by statute, expressly conferred upon it, the
Board of Directors may exercise all such powers and of all
such acts and things as may be exercised or done by the
corporation, subject, nevertheless, to the provisions of the
laws of the State of Nevada, of these Articles of
Incorporation, and of the bylaws of the corporation.
C. LIMITATION OF DIRECTOR LIABILITY. A director of officer of
the corporation shall not be personally liable to this corporation or
its stockholders for damages for breach of fiduciary duty as a director
or officer, but this Article 6.C shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or
(ii) the unlawful payment of dividends. Any repeal or modification of
this Article 6.C by the stockholders of the corporation shall be
prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the corporation for acts
or omissions prior to such repeal or modification.
ARTICLE VI
The names and address of each of the incorporators are:
John A. Lorentz 2727 N. Central Ave., Phoenix, AZ 85004
George R. Olds 2727 N. Central Ave., Phoenix, AZ 85004
Blanche I. Passolt 2727 N. Central Ave., Phoenix, AZ 85004
ARTICLE VII
The period of existence of the corporation shall be:
Perpetual
5 of 9
ARTICLE VIII
Except as otherwise provided by the Board of Directors, no holder of
any shares of the stock of the corporation shall have any preemptive
right to purchase, subscribe for, or otherwise acquire any shares of
stock of the corporation of any class now or hereafter authorized, or
any securities exchangeable for or convertible into such shares, or any
warrants or other instruments evidencing rights or options to subscribe
for, purchase or otherwise acquire such shares.
ARTICLE IX
The affirmative vote of the holders of two-thirds (2/3) of the
outstanding shares of common stock of this corporation entitled to vote
shall be required to approve, adopt or authorize:
A. Any agreement for the merger, consolidation,
amalgamation or combination of this corporation with or into
any other corporation which is an Interested Stockholder (as
hereafter defined);
B. Any sale, lease, exchange or other disposition to or
with this corporation of any assets of any Interested
Stockholder;
C. Any sale, lease, exchange or other disposition by
this corporation of all or substantially all of the assets of
this corporation to or with an Interested stockholder;
D. Any plan or proposal for liquidation or dissolution
of this corporation if any stockholder of this corporation is
an Interested Stockholder; or
E. Any reclassification of securities (including any
reverse stock split) or recapitalization of this corporation
which has the effect, directly or indirectly, of increasing
the proportionate share of the outstanding
6 of 9
shares of any class of stock or convertible securities of this
corporation, directly or indirectly owned by an Interested
stockholder.
As used herein, Interested stockholder shall mean any person,
firm, corporation or other entity which, as of the record date for the
determination of stockholders entitled to notice of and to vote on any
of the above transactions, is the beneficial owner, directly or
indirectly, of more than five percent (5%) of any class of voting stock
of this corporation. For the purposes hereof, any person, firm,
corporation or other entity shall be deemed to be the beneficial owner
of any shares of voting stock of this corporation which (i) it has the
right to acquire pursuant to any agreement or upon exercise of
conversion rights, warrants or options, or otherwise, or (ii) are
owned, directly or indirectly (including shares deemed owned through
the application of clause (i) above), by any other person, firm,
corporation or other entity with which it has any agreement,
arrangement or understanding with respect to the acquisition, holding,
voting or disposition of stock of this corporation, or which is its
"affiliate" or "associate" as those terms are defined in the Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
The Board of Directors of this corporation shall have the
power and duty, by resolution adopted by the affirmative vote of a
majority of the entire Board of
7 of 9
Directors, to determine (and such determination shall be conclusive)
for the purposes of this Article 9, on the basis of information known
to it, whether (i) any person, firm, corporation or other entity is the
beneficial owner, directly or indirectly, of more than five percent
(5%) of any class of voting stock of this corporation, (ii) any
proposed sale, lease, exchange or other disposition involves all or
substantially all of the assets of this corporation, or (iii) any
person, firm, corporation or other entity has any agreement,
arrangement or understanding with respect to the acquisition, holding,
voting or disposition of stock of this corporation with any other
person, firm, corporation or other entity.
Notwithstanding any other provision of these Articles of
Incorporation, the affirmative vote of the holders of two-thirds (2/3)
of the outstanding shares of common stock of this corporation entitled
to vote shall be required to amend, alter, change or repeal, or to
adopt any provision inconsistent with, this Article 9.
The respective two-thirds voting requirements specified above
for any of the transactions referred to in any one or more of
paragraphs A through E above, or to amend, alter, change or repeal, or
to adopt any provision inconsistent with, this Article 9, shall not be
applicable to a proposed action which has been approved or recommended
by majority of the Disinterested
8 of 9
Directors, as used herein, a "Disinterested Director" means (i) any
Director named in these Articles of Incorporation as one of the first
members of the corporation's Board of Directors, (ii) any Director of
the corporation who is elected by the stockholders or appointed by the
Board of Directors of this corporation and was not at the time of such
election or appointment associated with or an affiliate of an
Interested Stockholder directly or indirectly involved in the
transaction or proposal before the Board of Directors, or (iii) a
person designated, before his election or appointment as a director, as
a Disinterested Director by a majority of Disinterested Directors then
on the Board of Directors.
ARTICLE X
Shareholder action by written consent is prohibited. This Article 10
may be amended only by the affirmative vote of two-thirds of all of the
outstanding shares of common stock of the corporation entitled to vote,
which vote must be by ballot at a duly constituted meeting of the
stockholders, the notice of which meeting must include the proposed
amendment.
IN WITNESS WHEREOF, we have executed the foregoing Re-Stated Articles
of Incorporation of Amerco Real Estate Company this 19th day of September, 1990.
/s/ Charles J. Bayer
--------------------------------
Charles J. Bayer, President
/s/ Gary V. Klinefelter
--------------------------------
Gary V. Klinefelter, Secretary
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STATE OF ARIZONA
COUNTY OF MARICOPA
On this 19th day of September, 1990, personally appeared before me, the
undersigned Notary Public, Charles J. Bayer, President and Gary V. Klinefelter,
Secretary of AMERCO REAL ESTATE COMPANY, a Nevada corporation, known to me to be
the persons named in and who executed the same and that the matters contained
herein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial
Seal this 19th day of September, 1990.
/s/ Blanche I. Passolt
----------------------------------------
NOTARY PUBLIC
(NOTARIAL SEAL)
THIS FORM SHOULD ACCOMPANY AMENDED AND/OR RESTATED
ARTICLES OF INCORPORATION FOR A NEVADA CORPORATION
1. Name of corporation: AMERCO REAL ESTATE COMPANY
2. Date of adoption of Amended and/or Restated Articles: 9/19/90
3. If the articles were amended, please indicate what changes have been
made:__________________________________________________________________
(a) Was there a name change? Yes [ ] No [x]. If yes, what is the new
name?
___________________________________________________________________
(b) Did you change your resident agent? Yes [ ] No [x]. If yes, please
indicate new address:
___________________________________________________________________
(c) Did you change the purposes? Yes [ ] No [x]. Did you add Banking?
[ ], Gaming? [ ], Insurance? [ ], None of these? [x].
(d) Did you change the capital stock? Yes [ ] No [x]. If yes, what is
the new capital stock?
___________________________________________________________________
(e) Did you change the directors? Yes [ ] No [x]. If yes, indicate the
change:____________________________________________________________
___________________________________________________________________
(f) Did you add the directors liability provision? Yes [ ] No [x].
(g) Did you change the period of existence? Yes [ ] No [x]. If yes,
what is the new existence?
___________________________________________________________________
(h) If none of the above apply, and you have amended or modified the
articles, how did you change your articles? Re-Stated the Articles
of Incorporation
/s/ Gary V. Klinefelter
-------------------------
Gary V. Name and Title of Officer
Klinefelter, Secretary 10/10/90
-------------------------------------
Date
STATE OF ARIZONA )
ss.
COUNTY OF MARICOPA )
On October 10, 1990 personally appeared before me, a Notary Public, Gary V.
Klinefelter, who acknowledged that he/she executed the above document.
/s/ Blanche I. Passolt
-------------------------
Notary Public