EXHIBIT 3.63
State Of California
[GRAPHIC] (SEAL)
SECRETARY OF STATE
I, Kevin Shelley, Secretary of State of the State of California, hereby
certify:
That the attached transcript of 58 page(s) was prepared by and in this
office from the record on file, of which it purports to be a copy, and that it
is full, true and correct.
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of
the State of California this day of
AUG 06 2003
/s/ Kevin Shelley
(SEAL) --------------------------------
Secretary of State
ARTICLES OF INCORPORATION
of
U-HAUL CO. OF EAST BAY
THE UNDERSIGNED, being, twenty-one years or older do hereby
adopt the following Articles of Incorporation for the purpose of forming a
corporation under the laws at the State of California.
ARTICLE I
The name of the corporation is U-HAUL CO. OF EAST BAY.
ARTICLE II
The period of duration of the corporation is perpetual.
ARTICLE III
The primary 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 California 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 California.
ARTICLE IV
The aggregate number of shares which the corporation shall
have authority to issue are two thousand five hundred (2,500) shares of common
stock with a par value of Ten ($10.00) Dollars each, or a total capitalization
of Twenty Five Thousand ($25,000.00) Dollars.
ARTICLE V
The corporation will not commence business until the
consideration of at least One Thousand ($1,000.00) Dollars has been received for
the issuance of shares.
Page one of two pages
ARTICLE VI
The principal office of the corporation for the transaction of
business is in Alameda County, State of California.
ARTICLE VII
The initial Board of Directors shall consist of three (3)
members, and the initial Board who shall act until the first annual meeting of
stockholders and their successors have been elected and qualified are:
John A. Lorentz 2727 North Central Avenue
Phoenix, Arizona 85004
David L. Helsten 2727 North Central Avenue
Phoenix, Arizona 85004
Richard Rink 2727 North Central Avenue
Phoenix, Arizona 85004
IN WITNESS WHEREOF, we have hereunto set our hand and seal
this 27th day of February, 1970.
/s/ John A. Lorentz
---------------------------------------
John A. Lorentz
/s/ David L. Helsten
---------------------------------------
David L. Helsten
/s/ Richard Rink
---------------------------------------
Richard Rink
STATE OR ARIZONA )
)ss:
COUNTY OF MARICOPA )
On this 27th day of February, 1970, before me, a Notary Public
for the State of Arizona, personally appeared John A. Lorentz, David L. Helsten
and Richard Rink, known to me to be the parsons named in and who executed the
foregoing instrument, and who acknowledged that they had executed the same and
that the matters these in contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
Notarial Seal this 27th day of February, 1970.
/s/ Helen H. Delamater
---------------------------------------
Helen H. Delamater
Notary Public for the State of Arizona
Residing at Tempe, Arizona
My Commission expires August 13, 1972
Page two of two pages
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
U-HAUL CO. OF EAST BAY
STATE OF CALIFORNIA )
)ss.
COUNTY OF ALAMEDA )
Mike Coleman and Kay De Voto being first duly sworn, upon their
oath depose and say:
1. That they are the President and the Secretary respectively of
U-HAUL CO. OF EAST BAY, a California corporation.
2. That at a meeting of the board of directors of said
corporation, duly held at Fremont, California on August 12,
1970, the following resolution was adopted.
"RESOLVED: That Article I of the Articles of Incorporation of
this corporation be amended to read as follows:
The name of this corporation is AMERCO MARKETING CO. OF EAST
BAY.
3. That the shareholders have adopted said amendment by
resolution at a meeting held at Fremont, California on August
12, 1970. That the wording of the amended article, as set
forth in the shareholders' resolution is the same as that set
forth in the directors' resolution in Paragraph 2 above.
4. That the number of share which voted affirmatively for the
adoption of said resolution is 500, and that the total
number of shares entitled to vote on or consent to said
amendment is 500.
/s/ Mike Coleman
---------------------------------------
Mike Coleman, President
/s/ Kay De Voto
---------------------------------------
Kay De Voto, Secretary
Page 1 of 2 pages
Subscribed and sworn to before me this [ILLEGIBLE] day of [ILLEGIBLE] 1970.
/s/ [ILLEGIBLE]
---------------------------------------
Notary Public for State of California
My Commission expires [ILLEGIBLE]
(NOTARIAL SEAL)
Page 2 of 2 Pages
CONSENT TO USE OF SIMILAR NAME
To the Secretary of State
State of California
The undersigned corporation hereby 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 EAST [ILLEGIBLE]
In Witness Whereof, this corporation has caused this consent to be
executed this 12 day of August, 1970.
AMERCO, an Arizona corporation
BY: /s/ [ILLEGIBLE]
-----------------------------------
[ILLEGIBLE] - President
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
Before me, a Notary Public, personally appeared i.. S. Shoen
known to me to be [ILLEGIBLE] 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
[ILLEGIBLE] day of August, 1970.
/s/ [ILLEGIBLE]
---------------------------------------
Notary Public
My Commission Expires Aug 13, 1972
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AMERCO MARKETING CO. OF EAST BAY
Bill Hurson and Richard Leever state as follows:
1. That they are the President and the Secretary respectively of AMERCO
MARKETING CO. OF EAST BAY, a California corporation.
2. That at a meeting of the board of directors of said corporation, duly
held at Oakland, California on February 21, 1973, the following
resolution was adopted:
"RESOLVED: That Article I of the Articles of Incorporation of this
corporation be amended to read as follows:
The name of this corporation is U-HAUL CO. OF EAST BAY."
3. That the shareholders have adopted said amendment by resolution at a
meeting held at Oakland, California on February 21, 1973. That the
wording of the amended article, as set forth in the shareholders'
resolution is the same as that set forth in the directors' resolution
in Paragraph 2 above.
4. That the number of shares which voted affirmatively for the adoption of
said resolution is 500, and that the total number of shares entitled to
vote on or consent to said amendment is 500.
/s/ Bill Hurson
---------------------------------------
Bill Hurson, President
/s/ Richard Leever
---------------------------------------
Richard Leever, Secretary
Page One of Two Pages
STATE OF CALIFORNIA )
) ss.
COUNTY OF ALAMEDA )
Bill Hurson and Richard Leever being first duly sworn, each for himself
deposes and says that he has read the foregoing certificate and that the matters
set forth therein are true and correct of his own knowledge.
/s/ Bill Hurson
---------------------------------------
Bill Hurson
/s/ Richard Leever
---------------------------------------
Richard Leever
Subscribed and sworn to before me
this 11th of april, 1973.
/s/ [ILLEGIBLE]
- ------------------------------------
Notary Public
My commission expires_______
Page Two of Two Pages
CERTIFICATE OF MERGER
OF
U-HAUL CO. OF EAST BAY
State of California )
) ss.
County of Alameda )
Bill Hurson, President and Bridget Medeiros Secretary,
respectively of U-Haul Co. of East Bay, a California corporation, do hereby
certify as follows:
A. The Agreement herein referred to sets forth the terms and
conditions approved by unanimous adoption by Resolution of the Board of
Directors of U-Haul Co. of East Bay at a meeting duly called and held at 10:30
A.M. on September 12, 1975 at Fremont, California.
B. The following are true and accurate copies of the
above-referenced Resolutions as the same appear upon the books and records of
this corporation:
RESOLVED: That this Board of Directors by unanimous
consent hereby recommends, approves and adopts as to
the terms, mode of effecting, and the method of
converting the shares of stock, the proposed
Agreement of Merger between this corporation and
U-Haul Co. of San Jose, both California corporations,
and the officers of this corporation are hereby
authorized and directed to enter into said Agreement
of Merger by executing said Agreement under the
corporate seal of this corporation, and
FURTHER RESOLVED: That said Agreement of Merger be
submitted to the sole shareholder of this corporation
for the purpose of considering the adoption of same,
and
FURTHER RESOLVED: That in the event said Agreement of
Merger shall be approved by the sole shareholder,
then the officers of this corporation are hereby
authorized to execute and deliver under the corporate
seal of this corporation all documents which they
deem necessary or advisable, including "Certificate
of Merger," and to consummate said merger under the
laws of the State of California.
C. AMERCO, a Nevada corporation, being the sole shareholder of
U-Haul Co. of East Bay, approved the terms and conditions of this Merger at a
meeting duly called and held at 10:00 A.M. on September 12, 1975, at Phoenix,
Arizona.
D. The 500 shares of common stock of U-Haul Co. of East Bay
issued and outstanding and entitled to vote were voted in favor of this merger
by Resolutions as the same appear upon the books and records of this
corporation.
E. Notice of the Shareholder's meeting was waived pursuant to
Section 2209 of the California Corporations Code.
F. The name of the Surviving Corporation is U-Haul Co. of East
Bay.
G. The Agreement of Merger between U-Haul Co. of San Jose and
U-Haul Co. of East Bay, both California corporations, filed with the Secretary
of State of California concurrently with this certificate, pursuant to Section
4113 of the California Corporations Code, is the agreement hereinabove referred
to and sets forth the terms and conditions approved by said resolution of
directors and vote of shareholders.
Signed this 16th day of February, 1976
/s/ [ILLEGIBLE]
---------------------------------------
- President
/s/ [ILLEGIBLE]
---------------------------------------
- Secretary
Each of the undersigned declares under penalty of perjury that the
matters set forth in the foregoing certificate are true and correct. Executed at
Fremont, California, on February 16, 1976.
/s/ [ILLEGIBLE]
---------------------------------------
- President
/s/ [ILLEGIBLE]
---------------------------------------
- Secretary
AGREEMENT OF MERGER
BETWEEN
U-HAUL CO. OF EAST BAY
AND
U-HAUL CO. OF SAN JOSE
BOTH CALIFORNIA CORPORATIONS
This Agreement of Merger is entered into between U-Haul Co. of East
Bay, a California corporation (herein called "Surviving Corporation") and U-Haul
Co. of San Jose, a California corporation (herein called "Merging Corporation").
1. Merging Corporation shall be merged into Surviving
Corporation.
2. The outstanding shares of Merging Corporation shall be
canceled and no shares of Surviving Corporation shall be issued in exchange
therefor.
3. Merging Corporation shall, as and when requested by Surviving
Corporation, execute and deliver all such documents and instruments and take all
such action necessary and desirable to evidence or carry out this merger.
4. The effect of the merger and the effective date of the merger
are as prescribed by law.
5. The Surviving Corporation shall pay expenses of accomplishing
the merger.
6. 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.
7. All the property, real and personal, causes of action and
every other asset of each of the corporations shall vest in the Surviving
Corporation without further act or deed; and the Merging Corporation hereby
specifically assigns to the Surviving Corporation all right, title and
interest in any and all U-Haul Dealership Contracts.
8. The Surviving Corporation shall assume and be liable for all
the liabilities, obligations and penalties of each of the corporations. No
liability or obligation due or to become due, claim or demand for any cause
existing against any such corporation, officer or director thereof, shall be
released or impaired by such merger, No action or proceeding, whether
civil or criminal, then pending by or against any Merging Corporation, officer
or director thereof, shall abate or be discontinued by such merger, but may be
enforced, prosecuted, settled or compromised as if such merger had not occurred,
or such Surviving Corporation may be substituted in such action or special
proceeding in place of any Merging Corporation.
9. If the Surviving Corporation shall consider or be advised that
any assignment or assurances in law are necessary or desirable to vest or to
[ILLEGIBLE] or confirm of record in the Surviving Corporation the title to
any property or rights of the Merging Corporation, or to otherwise carry out
the provisions hereof, the proper officers and directors of the Merging
Corporation as of the effective date of the merger shall execute and deliver any
assignments and assurances in law, and do all things necessary or proper to vest
or perfect such rights in the Surviving Corporation and otherwise to carry out
the provisions hereof.
IN WITNESS WHEREOF the corporate parties hereto, pursuant to authority
given by their Boards of Directors and sole shareholder, hereby enter into this
Agreement of Merger which is executed this 18th day of December, 1975.
Surviving Corporation: U-Haul Co. of East Bay,
a California corporation
By: /s/[ILLEGIBLE]
------------------------
President
By: /s/ [ILLEGIBLE]
------------------------
Secretary
(Corporate Seal)
Merging Corporation: U-Haul Co. of San Jose,
a California corporation
By: /s/ [ILLEGIBLE]
------------------------
President
(Corporate Seal)
By: /s/ [ILLEGIBLE]
------------------------
Secretary
State of California )
) ss.
County of Santa Clara )
On this 18th day of December, 1975, before the undersigned, a Notary
Public for the State of California, personally appeared BILL HURSON and BRIDGET
MEDEIROS, known to me to be the President and Secretary, respectively, of U-Haul
Co. of East Bay, the corporation that executed the within instrument, and
acknowledged to me that such corporation executed the same.
/s/ Robert L. Welles
Robert L. Welles
---------------------------
Notary Public
State of California )
) ss.
County of Santa Clara )
On this 18th day of December, 1975, before the undersigned, a Notary
Public for the State of California, personally appeared [ILLEGIBLE] and
[ILLEGIBLE], known to me to be the President and Secretary,
respectively, of U-Haul Co. of San Jose, the corporation that executed the
within instrument, and acknowledged to me that such corporation executed the
same.
/s/ Robert L. Welles
Robert L. Welles
---------------------------
Notary Public
(Notary Seal)
AGREEMENT OF MERGER
This AGREEMENT OF MERGER dated this 20th day of February, 1989, entered
into by U-Haul Co. of East Bay, a California corporation, the Surviving
Corporation and Fremont Rental Equipment Repair Shop, Inc., the Absorbed
Corporation both corporations of the State of California, 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 California, 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 AGREEMENT OF MERGER is on file at the Surviving
Corporation's principal office. The location of that office is 44511 Grimmer
Blvd., P.O. Box 5746, Fremont, CA 94537.
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 and no
shares of the surviving corporation will be will be
given an exchange therefor the issued and outstanding
shares of stock in the surviving corporation will
remain issued and outstanding.
(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 AGREEMENT OF MERGER, and the number of shares voted for and
against such AGREEMENT 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
- -----------------------------------------------------------------
Fremont Rental 50 50 50 0
Equipment Repair
Shop, Inc.
U-Haul Co. of 500 500 500 0
East Bay
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 California, 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
California.
VI
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: U-HAUL CO. OF EAST BAY
a California corporation
By: /s/ William J. Hurson
---------------------------------------
William J. Hurson, President
Verified
By: /s/ Nyla Wagoner
------------------------------
Nyla Wagoner, Secretary
Absorbed Corporation: Fremont Rental
Equipment Repair Shop, Inc.
A California Corporation
By: /s/ Jim Bartlett
---------------------------------------
Jim Bartlett, President
Verified
By: /s/ Nyla Wagoner
------------------------------
Nyla Wagoner, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
William J. Hurson and Nyla Wagoner certify that:
1. They are the president and the secretary, respectively, of
U-Haul Co. of East Bay, a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: March 20, 1989
By: /s/ William J. Hurson
---------------------------------------
William J. Hurson, President
By: /s/ Nyla Wagoner
---------------------------------------
Nyla Wagoner, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Jim Barlett and Nyla Wagoner certify that:
1. They are the president and the secretary, respectively, of
Fremont Rental Equipment Repair Shop, Inc. a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 50. These are voting shares.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: May 30, 1989
By: /s/ Jim Barlett
---------------------------------------
Jim Barlett, President
By: /s/ Nyla Wagoner
---------------------------------------
Nyla Wagoner, Secretary
AGREEMENT OF MERGER
This AGREEMENT OF MERGER dated this 17th day of February, 1989, entered
into by U-Haul Co. of East Bay, a California corporation, the Surviving
Corporation and South Bay Rental Equipment Repair Shop, Inc., the Absorbed
Corporation both corporations of the State of California, 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 California, 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 AGREEMENT OF MERGER is on file at the Surviving
Corporation's principal office. The location of that office is 1805
Massachusetts Ave., Lemon Grove, CA 92045.
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
disappearing Corporation shall be cancelled and no
shares of the surviving corporation will be will be
given an exchange therefore and the outstanding
shares of stock in the surviving corporation will
remain issued and outstanding.
IV
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 each corporation was as follows:
NUMBER OF
NUMBER OF SHARES NUMBER NUMBER
COMPANY SHARES ENTITLED VOTED VOTED
NAME OUTSTANDING TO VOTE FOR AGAINST
- -----------------------------------------------------------------
South Bay Rental 4000 4000 4000 0
Equipment Repair
Shop, Inc.
U-Haul Co. of 500 500 500 0
East Bay
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 California, 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
California.
VI
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: U HAUL CO. OF EAST BAY
a California corporation
By: /s/ William J. Hurson
---------------------------------------
William J. Hurson, President
Verified
By: /s/ Nyla Wagoner
--------------------------
Nyla Wagoner, Secretary
Absorbed Corporation: South Bay Rental Equipment
Repair Shop, Inc.
a California Corporation
By: /s/ John M. Dodds
---------------------------------------
John M. Dodds, President
Verified
By: /s/ John A. Lorentz
--------------------------
John A. Lorentz, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
William J. Hurson and Nyla Wagoner certify that:
1. They are the president and the secretary, respectively, of
U-Haul Co. of East Bay, a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 500. These are voting shares.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: March 20, 1989
/s/ William J. Hurson
---------------------------------------
William J. Hurson, President
/s/ Nyla Wagoner
---------------------------------------
Nyla Wagoner, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John M. Dodds and John A. Lorentz certify that:
1. They are the president and the secretary, respectively, of
South Bay Rental Equipment Repair Shop, Inc., a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 4000. These are voting shares.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: July 19, 1989
/s/ John M. Dodds
---------------------------------------
John M. Dodds, President
/s/ John A. Lorentz
---------------------------------------
John A. Lorentz, Secretary
AGREEMENT OF MERGER
This AGREEMENT OF MERGER dated this 20th day of February, 1989, entered
into by U-Haul Co. of East Bay, a California corporation, the Surviving
Corporation and Oakland Rental Equipment Repair Shop, Inc., the Absorbed
Corporation both corporations of the State of California, 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 California, 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 AGREEMENT OF MERGER is on file at the Surviving
Corporation's principal office. The location of that office is 44511 Grimmer
Blvd,. Fremont, CA 94537.
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
disappearing Corporation shall be cancelled and no
shares of the surviving corporation will be will be
given an exchange therefore and the outstanding
shares of stock in the surviving corporation will
remain issued and outstanding.
IV
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 each corporation was as follows:
NUMBER OF
NUMBER OF SHARES NUMBER NUMBER
COMPANY SHARES ENTITLED VOTED VOTED
NAME OUTSTANDING TO VOTE FOR AGAINST
- -----------------------------------------------------------------
Oakland Rental 50 50 50 0
Equipment Repair
Shop, Inc.
U-Haul Co. of 500 500 500 0
East Bay
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 California, 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
California.
VI
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: U-HAUL CO. OF EAST BAY
a California corporation
By: /s/ William J. Hurson
---------------------------------------
William J. Hurson, President
Verified
By: /s/ Nyla Wagoner
--------------------------
Nyla Wagoner, Secretary
Absorbed Corporation: Oakland Rental Equipment
Repair Shop, Inc.
a California Corporation
By: /s/ John M. Dodds
---------------------------------------
John M. Dodds, President
Verified
By: /s/ John A. Lorentz
--------------------------
John A. Lorentz, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
William Hurson and Nyla Wagoner certify that:
1. They are the president and the secretary, respectively, of
U-Haul Co. of East Bay, a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: March 20, 1989
/s/ William Hurson
---------------------------------------
William Hurson, President
/s/ Nyla Wagoner
---------------------------------------
Nyla Wagoner, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John M. Dodds and John A. Lorentz certify that:
1. They are the president and the secretary, respectively, of
Oakland Rental Equipment Repair Shop, Inc., a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 50. These are voting shares.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: July 19, 1989
/s/ John M. Dodds
---------------------------------------
John M. Dodds, President
/s/ John A. Lorentz
---------------------------------------
John A. Lorentz, Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
U-HAUL CO. OF EAST BAY
STATE OF ARIZONA
COUNTY OF MARICOPA
John A. Lorentz and Gary V. Klinefelter being first duly sworn, upon their oath
depose and say:
1. That they are the President and Secretary respectively of U-Haul Co. of
East Bay, a California corporation.
2. That at a meeting of the Board of Directors of said corporation, duly
held at Phoenix, Arizona on October 25, 1990, they following resolution
was adopted.
"RESOLVED: That Article I of the Articles of Incorporation of this
corporation be amended to read as follows:
The name of the corporation is U-HAUL CO. OF CALIFORNIA.
3. That the shareholders have adopted said amendment by resolution at a
meeting held at Phoenix, Arizona on October 25, 1990. That the wording
of the amended article, as set forth in the shareholder's resolution is
the same as the set forth in the directors' resolution in Paragraph 2
above.
4. That the number of shares which voted affirmatively for the adoption of
said resolution is 500 and that the total number of shares entitled to
vote on or consent to said amendment is 500.
/s/ John A. Lorentz
-----------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
-----------------------------------
Gary V. Klinefelter, Secretary
Each of the above declares under penalty of perjury that the matters set forth
in the foregoing certificate are true and correct. Executed at Phoenix, Arizona,
on October 25, 1990.
AGREEMENT OF MERGER
This AGREEMENT OF MERGER dated this 14th day of February, 1991, entered
into by U-Haul Co. of California, a California corporation, the surviving
corporation and Dublin Mfg. Co. Inc., Orange Manufacturing Co. Inc. and Paramont
Mfg. Co. Inc., all California corporations and the absorbed Corporations, 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 California 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 all Absorbed
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
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
- ---------------------------------------------------------------------
U-HAUL CO. OF
CALIFORNIA 500 500 500 -0-
DUBLIN MFG.
CO., INC. 50 50 50 -0-
ORANGE MANUFACTURING
CO., INC. 23,100 23,100 23,100 -0-
PARAMONT MFG.
CO., INC. 50 50 50 -0-
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 California 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
California.
V
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: U-HAUL CO. OF
CALIFORNIA, a
California Corp.
By: /s/ John A. Lorentz
---------------------------------------
John A. Lorentz, President
Verified
By: /s/ Gary V. Klinefelter
---------------------------------
Gary V. Klinefelter, Secretary
Absorbed Corporations: DUBLIN MFG. CO.,
INC. a California
Corporation
By: /s/ John A. Lorentz
------------------------------------
John A. Lorentz, President
Verified
By: /s/ Gary V. Klinefelter
---------------------------------
Gary V. Klinefelter, Secretary
Absorbed Corporation: ORANGE MANUFACTURING
CO., INC. a California
Corporation
By: /s/ John A. Lorentz
------------------------------------
John A. Lorentz, President
Attest:
By: /s/ Gary V. Klinefelter
---------------------------------
Gary V. Klinefelter, Secretary
Absorbed Corporation: PARAMONT MFG. CO.,
INC. a California
Corporation
By: /s/ John A. Lorentz
------------------------------------
John A. Lorentz, President
Attest:
By: /s/ Gary V. Klinefelter
---------------------------------
Gary V. Klinefelter, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of
U-Haul Co. of California, a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 100.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 14, 1991.
/s/ John A. Lorentz
-------------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
-------------------------------------
Gary V. Klinefelter, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of
Dublin Mfg. Co. Inc., a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 100.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 14, 1991.
/s/ John A. Lorentz
-------------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
-------------------------------------
Gary V. Klinefelter, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of
Orange Manufacturing Co. Inc., a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 100.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 14, 1991.
/s/ John A. Lorentz
-------------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
-------------------------------------
Gary V. Klinefelter, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of
Paramont Mfg. Co. Inc., a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 100.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 14, 1991.
/s/ John A. Lorentz
-------------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
-------------------------------------
Gary V. Klinefelter, Secretary
AGREEMENT OF MERGER
This AGREEMENT OF MERGER dated this 28th day of February, 1991, entered
into by U-Haul Co. of California, a California corporation, the surviving
corporation and U-Haul Co. of Sacramento, U-Haul Co. of San Bernardino and
U-Haul Co. of San Diego, all California corporations and the absorbed
Corporations, 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 California 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 all
Absorbed 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 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
- -----------------------------------------------------------------------
U-HAUL CO. OF
CALIFORNIA 500 500 500 -0-
U-HAUL CO. OF
SACRAMENTO 500 500 500 -0-
U-HAUL CO. OF SAN
BERNARDINO 500 500 500 -0-
U-HAUL CO. OF SAN
DIEGO 500 500 500 -0-
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 California 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
California.
V
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: U-HAUL CO. OF
CALIFORNIA, a
California Corp.
By: /s/ John A. Lorentz
-----------------------------------
John A. Lorentz, President
Verified
By: /s/ Gary V. Klinefelter
----------------------------------
Gary V. Klinefelter, Secretary
Absorbed Corporations: U-HAUL CO. OF SACRAMENTO,
a California Corp.
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 SAN BERNARDINO,
a California Corporation
BY: /s/ John A. Lorentz
---------------------------
John A. Lorentz, President
Attest:
BY: /s/ Gary V. Klinefelter
--------------------------------
Gary V. Klinefelter, Secretary
Absorbed Corporation: U-HAOL CO. OF SAN DIEGO
a California Corporation
BY: /s/ John A. Lorentz
--------------------------
John A. Lorentz, President
Attest:
BY: /s/ Gary V. Klinefelter
--------------------------------
Gary V. Klinefelter, Secretary
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 28th day of February, 1991, before me, the undersigned Notary
Public, personally appeared John A. Lorentz, known to me to be the President of
U-Haul Co. of California, a, California 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 ARIZONA
COUNTY OF MARICOPA
On this 28th day of February, 1991 before me, the undersigned Notary
Public, personally appeared John A. Lorentz known to me to be the President of
U-Haul Co. of Sacramento, U-Haul Co. of San Bernardino and U-Haul Co. of San
Diego, all California Corporations, 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)
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of U-Haul Co.
of California, a California corporation.
2. The Agreement of Merger in the form attached was duly approved by the
board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the outstanding
shares of the corporation.
4. There is only one class of shares and the number of shares outstanding
are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 28, 1991.
/s/ John A. Lorentz
----------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
----------------------------------
Gary V. Klinefelter, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of U-Haul Co.
of Sacramento, a California corporation.
2. The Agreement of Merger in the form attached was duly approved by the
board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the outstanding
shares of the corporation.
4. There is only one class of shares and the number of shares outstanding
are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 28, 1991.
/s/ John A. Lorentz
----------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
----------------------------------
Gary V. Klinefelter, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of U-Haul Co.
of San Bernardino, a California corporation.
2. The Agreement of Merger in the form attached was duly approved by the
board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the outstanding
shares of the corporation.
4. There is only one class of shares and the number of shares outstanding
are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 28, 1991.
/s/ John A. Lorentz
----------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
----------------------------------
Gary V. Klinefelter, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of U-Haul Co.
of San Diego, a California corporation.
2. The Agreement of Merger in the form attached was duly approved by the
board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the outstanding
shares of the corporation.
4. There is only one class of shares and the number of shares outstanding
are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 28, 1991.
/s/ John A. Lorentz
----------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
----------------------------------
Gary V. Klinefelter, Secretary
AGREEMENT OF MERGER
This AGREEMENT OF MERGER dated this 28th day of February, 1991, entered
into by U-Haul Co. of California, a California corporation, the surviving
corporation and U-Haul Co. of Fresno, U-Haul Co. of Los Angles and U-Haul Co. of
Orange County, all California corporations and the absorbed Corporations, 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 California 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 all
Absorbed 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 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 TO VOTED VOTED
NAME OUTSTANDING VOTE FOR AGAINST
- -----------------------------------------------------------------------------------------
U-HAUL CO. OF
CALIFORNIA 500 500 500 -0-
U-HAUL CO. OF
FRESNO 500 500 500 -0-
U-HAUL CO. OF
LOS ANGLES 500 500 500 -0-
U-HAUL CO. OF
ORANGE COUNTY 500 500 500 -0-
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 California 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
California.
V
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: U-HAUL CO. OF
CALIFORNIA, a California Corp.
By: /s/ John A. Lorentz
-------------------------------------
John A. Lorentz, President
Verified
By: /s/ Gary V. Klinefelter
-----------------------------------
Gary V. Klinefelter, Secretary
Absorbed Corporations: U-HAUL CO. OF FRESNO,
a California Corp.
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 LOS ANGLES,
a California Corporation
BY: /s/ John A. Lorentz
-------------------------------------
John A. Lorentz, President
Attest:
By: /s/ Gary V. Klinefelter
------------------------------------
Gary V. Klinefelter, Secretary
Absorbed Corporation: U-HAUL CO. OF ORANGE COUNTY,
a California Corporation
BY: /s/ John A. Lorentz
-------------------------------------
John A. Lorentz, President
Attest:
BY: /s/ Gary V. Klinefelter
----------------------------------
Gary V. Klinefelter, Secretary
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 28th day of February, 1991, before me, the undersigned Notary
Public, personally appeared John A. Lorentz, known to me to be the President of
U-Haul Co. of California, a, California 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.
[NOTARY SEAL] /s/ Blanche I. Passolt
-------------------------------------
NOTARY PUBLIC
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 28th day of February, 1991 before me, the undersigned Notary
Public, personally appeared John A. Lorentz known to me to be the President of
U-Haul Co. of Fresno, U-HAUL Co. of Los Angles, and U-HAUL Co. of Orange County,
all California Corporations, 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 SEAL) -------------------------------------
NOTARY PUBLIC
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of
U-Haul Co. of California, a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 28, 1991.
/s/ John A. Lorentz
-----------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
-----------------------------------
Gary V. Klinefelter, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary v. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of
U-Haul Co. of Fresno, a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 28, 1991.
/s/ John A. Lorentz
-----------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
-----------------------------------
Gary V. Klinefelter, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of
U-Haul Co. of Los Angles, a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 28, 1991.
/s/ John A. Lorentz
-----------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
-----------------------------------
Gary V. Klinefelter, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of
U-Haul Co. of Orange County, a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 28, 1991.
/s/ John A. Lorentz
-----------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
-----------------------------------
Gary V. Klinefelter, Secretary
AGREEMENT OF MERGER
This AGREEMENT OF MERGER dated this 28th day of February, 1991, entered
into by U-Haul Co. of California, a California corporation, the surviving
corporation and U-Haul Co. of U-Haul Co. of San Francisco and U-Haul Co. of Van
Nuys, both California corporations and the absorbed Corporations, 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 California 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 all
Absorbed Corporations shall be cancelled.
(2) On the Affective 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
- ----------------------------------------------------------------------------
U-HAUL CO. OF
CALIFORNIA 500 500 500 -0-
U-HAUL CO. OF
SAN FRANCISCO 500 500 500 -0-
U-HAUL CO. OF
VAN NUYS 500 500 500 -0-
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 California 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
California.
V
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: U-HAUL CO. OF
CALIFORNIA, a
California Corp.
By: /s/ John A. Lorentz
-------------------------------------
John A. Lorentz, President
Verified
By: /s/ Gary V. Klinefelter
--------------------------------------
Gary V. Klinefelter, Secretary
Absorbed Corporations: U-HAUL CO. OF SAN FRANCISCO,
a California 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 VAN NUYS,
a California Corporation
By: /s/ John A. Lorentz
-------------------------------------
John A. Lorentz, President
Attest:
By: /s/ Gary V. Klinefelter
--------------------------------------
Gary V. Klinefelter, Secretary
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 28th day of February, 1991, before me, the undersigned Notary
Public, personally appeared John A. Lorentz, known to me to be the President of
U-Haul Co. of California, a, California 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
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NOTARY PUBLIC
(NOTARY SEAL)
STATE OF ARIZONA
COUNTY OF MARICOPA
On this 28th day of February, 1991 before me, the undersigned Notary
Public, personally appeared John A. Lorentz known to me to be the President of
U-Haul Co. of San Francisco and U-Haul Co. of Van Nuys, both California
Corporations, 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
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NOTARY PUBLIC
(NOTARY SEAL)
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of
U-Haul Co. of California, a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 28, 1991.
/s/ John A. Lorentz
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John A. Lorentz, President
/s/ Gary V. Klinefelter
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Gary V. Klinefelter, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of
U-Haul Co. of San Francisco, a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 28, 1991.
/s/ John A. Lorentz
-------------------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
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Gary V. Klinefelter, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
John A. Lorentz and Gary V. Klinefelter certify that:
1. They are the President and the Secretary, respectively, of
U-Haul Co. of Van Nuys, a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the board of directors and shareholder of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding are 500.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: February 28, 1991.
/s/ John A. Lorentz
-------------------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
-------------------------------------------
Gary V. Klinefelter, Secretary