EXHIBIT 3.77
LINDA LINGLE MARK E. RECKTENWALD
GOVERNOR DIRECTOR
JAMES R. AIONA, JR. RYAN S. USHIJIMA
LT. GOVERNOR COMMISSIONER OF SECURITIES
STATE OF HAWAII
BUSINESS REGISTRATION DIVISION
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
1010 RICHARDS STREET, P.O. Box 40
HONOLULU, HAWAII 96810
WWW.BUSINESSREGISTRATIONS.COM
I, THE UNDERSIGNED DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS OF THE
STATE OF HAWAII, HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND EXACT COPY OF:
The entire corporate file excluding corporate reports of U-HAUL OF HAWAII, INC.,
as the same appears on file and of record in this Department.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY
HAND AND AFFIXED THE SEAL OF THE DEPARTMENT
OF COMMERCE AND CONSUMER AFFAIRS, AT
HONOLULU, HAWAII.
DATED: August 6,2003
/s/ Mark E. Rechtenwald
-----------------------
DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS
File No. 57197D1 INTERNET FILING *AGD*
Work Item ID. 0826200244272
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Mailing Address: P.O. Box 113600, Honolulu, HI 96810
Phone: (808) 586-2727
Fax: (808) 586-2733
August 15 2002
U-HAUL OF HAWAII, INC.
LEGAL DEPT
2721 N CENTRAL AVE
PHOENIX ARIZONA 85004
Effective July 1, 2002, your type of business entity is required to have a
registered agent. The registered agent may be an individual who resides in the
State of Hawaii, a domestic or foreign entity authorized to transact business or
conduct affairs in Hawaii. If the registered agent is an individual, it may be
an officer, director or partner of your entity. See Act 130, 2002 Hawaii Session
Laws.
You can designate a registered agent and provide the street address of its
office by completing and filing this form or save time and postage by filing
ONLINE (see instructions below), or faxing to the number above. The filing fee
for the designation of registered agent shall be waived if filed on or before
December 31,2002.
Designation of registered agent [X] BUSINESS ENTITY (check
- ------------------------------- this box, if the
INFORMATION MUST BE TYPED registered agent is a
business and not an
individual)
1. Name of registered agent:
THE CORPORATION COMPANY, INC.* HAWAII UNITED STATES
------------------------------ ----------------------------------
(Type name of registered agent) (State or Country of incorporation
or formation, if registered agent
is an entity)
2. Hawaii street address of registered agent's office:
1000 BISHOP STREET, 15TH FLOOR, HONOLULU, HAWAII, 96813, USA
3. The address of the registered agent and address of the registered
agent's office shall be identical.
I certify that I have read the above statements and that the same are true and
correct to the best of my knowledge and belief.
GARY V. KLINEFELTER, SECRETARY 08/26/2002 11:44:09 AM
- ------------------------------ ----------------------
Name/Signature and title of authorized officer or partner Date
STATE OF HAWAII
DEPARTMENT OP COMMERCE AND CONSUMER AFFAIRS
Honolulu
CERTIFICATE OF MERGER
I, ROBERT A. ALM, Director of Commerce and Consumer Affairs of the
State of Hawaii, do hereby certify that pursuant to the Articles of Merger and
Plan of Merger of U-HAUL OF HAWAII, INC., a Hawaii corporation, filed in this
Department on October 2, 1989, in accordance with the provisions of Section
415-75 of the Hawaii Revised Statutes, VAL'S U-DRIVE, INCORPORATED, a Hawaii
corporation, was merged with and into U-HAUL OF HAWAII, INC. on October 2, 1989
at 11:37 a.m.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the seal of the Department
of Commerce and Consumer Affairs, at
Honolulu, State of Hawaii, this 9th day of
October, 1989.
/s/ [ILLEGIBLE]
Director of Commerce and Consumer Affairs
By /s/ [ILLEGIBLE]
-----------------------------
Commissioner of Securities
Business Registration Division
DOMESTIC PROFIT
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
BUSINESS REGISTRATION DIVISION
1010 Richards Street
Mailing Address: P. 0. Box 40, Honolulu, Hawaii 96810
ARTICLES OF MERGER
(Subsidiary into Parent)
(Section 415-75. Hawaii Revised Statutes)
The undersigned, duly authorized officers of the corporation
submitting these Articles of Merger, certify as follows:
1. The name and state of incorporation of the parent or surviving
corporation is:
U-HAUL OF HAWAII, INC. Hawaii
---------------------- ------
(TYPE/PRINT CORPORATE NAME) (STATE)
2. The name and state of incorporation of the merging or subsidiary
corporation is:
VAL'S U-DRIVE, INCORPORATED Hawaii
---------------------------- ------
(TYPE/PRINT CORPORATE NAME) (STATE)
3. The surviving corporation owns at least 90% of the issued and
outstanding shares of the merging corporation.
4. The Plan of Merger is attached.
5. A copy of the Plan of Merger was mailed to all of the shareholders of
the subsidiary corporation on
June 28 1989.
--------------------------------------------------
(Month Day Year)
6.
Number of Outstanding Shares
Number of Outstanding Shares of the Subsidiary, owned by
of the Subsidiary Corporation Class/Series the Parent Corporation
- ------------------------------------------------------------------------------------------
5,000 COMMON/None 5,000
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
We certify under the penalties of Section 415-136. Hawaii Revised Statutes, that
we have read the above statements and that the same are true and correct.
Witness our hands this 26th day of September, 1989.
Parent or Surviving corporation: U-Haul of Hawaii, Inc.
- ------------------------------------------------------------
(TYPE/PRINT CORPORATE NAME)
Edward J. Arreola, President Ellen Heu, Secretary
---------------------------- -------------------------
(TYPE/PRINT NAME & TITLE) (TYPE/PRINT NAME & TITLE)
[ILLEGIBLE] [ILLEGIBLE]
(SIGNATURE OF OFFICER) (SIGNATURE OF OFFICER)
(SEE REVERSE SIDE FOR INSTRUCTIONS)
PLAN OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 27th day of
September, 1989, entered into by U-Haul of Hawaii, Inc., a Hawaii corporation,
the surviving corporation and Val's U-Drive, Incorporated, a Hawaii 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 State of Hawaii which laws permit such merger.
NOW THEREFORE, the parties hereto do agree as follows:
I
The Articles of Incorporation of the Surviving Corporation shall
continue to be its Articles of Incorporation, unless altered or amended below,
following the effective date of the merger.
II
The executed PLAN/AGREEMENT/ARTICLES OF MERGER is on file at the
Surviving Corporation's principal office. The location of that office is The
Corporation Company, Inc., 1000 Bishop Streets, Honolulu, Hawaii 96813.
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 os 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 OF HAWAII, INC. 100 100 100 -0-
VAL'S U-DRIVE, INCORPORATED 5,000 5,000 5,000 -0-
V
The Constituent Corporations shall take or cause to be taken all action
or do or cause to be done, all things necessary, proper or advisable under the
laws of the State of Hawaii 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
Hawaii.
VI
The Surviving Corporation shall pay all expenses of accomplishing the
merger, and assumes the responsibility for all liabilities and obligations of
the Absorbed Corporation.
We certify under the penalties of section 415-136, Hawaii Revised
Statues, that we have read the above statements & that the same are true and
correct.
Surviving Corporation: U-HAUL OF HAWAII
a Hawaii Corporation
By: /s/ Edward J. Arreola
-------------------------------------------------
Edward J. Arreola, President & Director
By: /s/ Ellen C. Heu
-------------------------------------------------
Ellen C. Heu, Secretary & Director
We certify under the penalties of section 415-136, Hawaii Revised
Statues, that we have read the above statements & that the same are true and
correct.
Absorbed Corporation: VAL'S U-DRIVE,
INCORPORATED, a Hawaii
Corporation
By: /s/ Edward J. Arreola
-------------------------------------------------
Edward J. Arreola, President & Director
By: /s/ Ellen C. Heu
-------------------------------------------------
Ellen C. Heu, Secretary & Director
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Honolulu
CERTIFICATE OF MERGER
I, ROBERT A. ALM, Director of Commerce and Consumer Affairs of the
State of Hawaii, do hereby certify that MOVERS WORLD OF HAWAII, INC., a Hawaii
corporation has been merged with and into U-HAUL OF HAWAII, INC., a Hawaii
corporation; that the name of the surviving corporation is U-HAUL OF HAWAII,
INC., that the Articles of Merger and Plan of Merger in conformity with Chapter
415, Hawaii Revised Statutes, were filed in the Department of Commerce and
Consumer Affairs on December 29, 1988, and that the merger became effective on
December 29, 1988 at 8:30 a.m.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the seal of the Department
of Commerce and Consumer Affairs, at
Honolulu, State of Hawaii, this 17th day of
January, 1989.
/s/ [ILLEGIBLE]
Director of Commerce and Consumer Affairs
By /s/ [ILLEGIBLE]
---------------------------------------
Commissioner of Securities
Business Registration Division
PROFIT
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
BUSINESS REGISTRATION DIVISION
1010 Richards Street
Mailing Address: P. O. Box 40. Honolulu. Hawaii 96810
ARTICLES OF MERGER
(Section 415-74, Hawaii Revised Statutes)
The undersigned, duly authorized officers of the corporations
submitting these Articles of Merger, certify as follows:
1. The names and state of incorporation of the corporations proposing to
merge are:
MOVERS WORLD OF HAWAII, INC. Hawaii
---------------------------- ------
(TYPE/PRINT CORPORATE NAME) (STATE)
U-HAUL OF HAWAII, INC. Hawaii
---------------------------- ------
(TYPE/PRINT CORPORATE NAME) (STATE)
2. The name and state of incorporation of the surviving corporation is:
U-HAUL OF HAWAII, INC. Hawaii
---------------------------- ------
(TYPE/PRINT CORPORATE NAME) (STATE)
3. The Plan of Merger is attached.
4. Vote of the shareholders of the surviving corporation:
Number of Shares Number Voting For Number Voting
Outstanding Class/Series the Merger Against the Merger
- -----------------------------------------------------------------------------------------------------
100 COMMON 100 0
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
5. Vote of the shareholders of the merging corporation:
Number of Shares Number Voting For Number Voting
Outstanding Class/Series the Merger Against the Merger
- -----------------------------------------------------------------------------------------------------
100 COMMON 100 0
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
6. The effective date of this Merger shall be upon the date of filing with
the Department of Commerce and Consumer Affairs.
We certify under the penalties of Section 415-138, Hawaii Revised Statutes, that
we have read the above statements and that they are true and correct.
Witness our hands this 20th day of December, 1988.
Surviving Corporation: U-HAUL OF HAWAII, INC.
- -------------------------------------------------
(TYPE/PRINT CORPORATE NAME)
__________________________________ _________________________________
(TYPE/PRINT NAME & TITLE) (TYPE/PRINT NAME & TITLE)
/s/ Richard Theye /s/ Hellen Heu
- ---------------------------------- ---------------------------------
(SIGNATURE OF OFFICER) (SIGNATURE OF OFFICER)
Richard Theye, President & Director Hellen Heu, Secretary & Director
Merging Corporation: MOVERS WORLD OF HAWAII, INC.
- -------------------------------------------------
(TYPE/PRINT CORPORATE NAME)
/s/ John M. Dodds /s/ John A. Lorentz
- ----------------------------------- -----------------------------
(TYPE/PRINT NAME & TITLE) (TYPE/PRINT NAME & TITLE)
John M. Dodds, President & Director John A. Lorentz, Secretary &
Director
_____________________________________ _________________________________
(SIGNATURE OF OFFICER) (SIGNATURE OF OFFICER
(SEA REVERSE SIDE FOR INSTRUCTIONS)
-2-
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 29st day of July,
1988, entered into by U-HAUL OF HAWAII, INC. the Surviving Corporation, and
MOVERS WORLD OF HAWAII, INC., the Absorbed Corporation, both corporations of the
State of Hawaii, 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 Hawaii, which laws permit such merger.
NOW THEREFORE, the parties hereto do agree as follows:
I
The Articles of Incorporation of the Surviving Corporation shall
continue to be its Articles of Incorporation, unless altered or amended below,
following the effective date of the merger.
II
The executed PLAN/AGREEMENT/ARTICLES OF MERGER is on file at the
Surviving Corporations's principal office. The location of that office is 1000
Bishop Streets, Honolulu, Hawaii 96813.
1
III
The provisions for handling the shares of stock of the Constituent
Corporations are as follows:
(1) All issued and outstanding shares of stock of the Absorbed
Constituent Corporation shall be cancelled.
(2) On the effective date of the merger and when the
aforementioned cancellation has been effected, the outstanding shares of stock
of the Surviving Corporation shall be deemed for all corporate purposes to
evidence the ownership of the Constituent Corporations. The surviving
corporations stock remains the same.
IV
The number of shares outstanding and the number of shares entitled to
vote upon such PLAN/AGREEMENT/ARTICLES OF MERGER, and the number of shares voted
for and against such PLAN/AGREEMENT/ARTICLES OF MERGER as to Each Corporation
Was as Follows:
NUMBER OF NUMBER OF NUMBER NUMBER
SHARES SHARES VOTED VOTED
COMPANY NAME OUTSTANDING ENTITLED TO VOTE FOR AGAINST
- ---------------------------------------------------------------------------------------------------------
U-HAUL OF HAWAII, INC. 100 100 100 0
MOVERS WORLD OF HAWAII, INC. 100 100 100 0
2
V
The Constituent Corporations shall take or cause to be taken all action
or do or cause to be done, all things necessary, proper or advisable under the
laws of the State of Hawaii, 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
Hawaii.
VI
The Surviving Corporation hereby irrevocable appoints The Corporation
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.
3
IN WITNESS WHEREOF the corporate parties hereto execute this AGREEMENT/ARTICLES
OF MERGER this 29th day of July, 1988.
Surviving Corporation: U-HAUL OF HAWAII, INC.
a-Hawaii corporation
BY: /s/ Richard Theye
--------------------------
Richard Theye, President
Director
Verified
BY: /s/ Ellen Heu BY:
------------- ------------------------------
Ellen Heu, Secretary Joe Glidden, Director
& Director
Absorbed Corporation: MOVERS WORLD OF HAWAII, INC.,
a Hawaii/corporation
BY: /s/ John M. Dodds
------------------------------
John M. Dodds, President &
Director
Verified
BY : /s/ John A. Lorentz
-------------------
John A. Lorentz,
Secretary
STATE OF HAWAII
COUNTY OF HONOLULU
The undersigned, a Notary Public duly commissioned to take
acknowledgment and administer oaths in the above captioned State, hereby certify
that the abc signed officers of the above-named corporation personally appeared
before me; acknowledged their execution of the foregoing Articles of Merger; and
swore or attested to the facts therein stated.
WITNESS my hand and Notarial Seal this 15th day of November, 1988.
(NOTARIAL SEAL) /s/ [ILLEGIBLE]
------------------------------
NOTARY PUBLIC
MY COMMISSION EXPIRES. 5/13/90
4
STATE OP ARIZONA
COUNTY OF MARICOPA
The undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the above captioned State, hereby
certify that the above signee officers of the above-named corporation personally
appeared before me; acknowledged their execution of the foregoing Articles of
Merger; and swore or attested to the facts therein stated.
WITNESS my hand and Notarial Seal this 29th day of July, 1988.
/s/ [ILLEGIBLE]
------------------------------
NOTARY PUBLIC
(NOTARIAL SEAL)
5
CONSENT TO USE OF SIMILAR NAME .
The undersigned corporation hereby consents to the use of a similar
name:
1. The name of the consenting corporation is U-HAUL CO. OF
OREGON, a corporation organized and existing under the laws of the State of
Oregon and which is qualified to do business in the State of Hawaii.
2. The name of the corporation to which this Consent is being
given which is about to be organized under the laws of the State of Hawaii is:
U-HAUL OF HAWAII, INC.
IN WITNESS WHEREOF, this corporation has caused this Consent to be
executed this 7th day of May, 1984.
U-HAUL CO. OF OREGON, an Oregon
corporation
BY: /s/ John A. Lorentz
-------------------------------
John A. Lorentz, Assistant
Secretary
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
Before me, a Notary Public, personally appeared John A. Lorentz known
to me to be the person who executed the foregoing instrument, and acknowledged
that he executed the same for the purpose therein contained and that the
statements are truly set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
7th day of May, 1984.
/s/ [ILLEGIBLE]
--------------------------
NOTARY PUBLIC
MY COMMISSION EXPIRES APRIL 5, 1988
(NOTARIAL SEAL)
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
Honolulu
-----------
In the Matter of the Incorporation )
)
of )
)
U-HAUL OF HAWAII, INC. )
)
ARTICLES OF INCORPORATION
5719701
CASE, KAY & LYNCH
(William W. L. Yuen)
Grosvenor Center,
Mauka Tower, Suite 2600
737 Bishop Street
Honolulu, Hawaii 96813
052384/0740A
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
Honolulu
In the Matter of the Incorporation )
)
of )
)
U-HAUL OF HAWAII, INC. )
)
____________________________________________)
ARTICLES OF INCORPORATION
BE IT KNOWN THAT the undersigned, desiring to form a corporation under
the laws of the State of Hawaii, hereby execute(s) the following Articles of
Incorporation:
ARTICLE I.
The name of the corporation shall be:
U-HAUL OF HAWAII, INC.
ARTICLE II.
The location of the principal office of the corporation shall be
Honolulu, State of Hawaii, and the specific address of its initial office shall
be at 2722 Kilihau Street, Honolulu, Hawaii, 96819, or at such other location in
the State of Hawaii as the Board of Directors may designate.
ARTICLE III.
Section 1. The purposes for which this corporation is organized and its
powers in connection therewith are as follows:
(a) To engage in the business of leasing and renting trucks,
trailers, vans and automobiles to business enterprises and the general public;
(b) To undertake and carry on any business, investment,
transaction, venture or enterprise which may be lawfully undertaken or carried
on by a corporation under the law of the State of Hawaii from time to time and
the rules and regulations of the regulating board concerned.
Section 2. And in furtherance of said purposes, the corporation shall
have all powers, rights, privileges and immunities, and shall be subject to all
of the liabilities conferred or imposed by law upon corporations of this nature,
and shall be subject to and have all the benefits of all general laws with
respect to corporations. Subject to and without limiting the generality of the
foregoing, the corporation shall have the following powers:
(a) To have succession by its corporate name perpetually;
(b) To sue and be sued in any court;
(c) To make and use a common seal, and alter it at its pleasure;
(d) To hold, purchase, and convey such property as the purposes of
the corporation require, without limit, and to mortgage, pledge, and hypothecate
the same to secure any debt of the corporation;
(e) To appoint such subordinate officers and agents as the
business of the corporation requires;
(f) To sell, convey, mortgage, pledge, lease, exchange, transfer,
and otherwise dispose of all or any part of its property and assets;
(g) To lend money to its employees, officers, and directors, and
otherwise assist its employees, officers, and directors;
(h) To purchase, take, receive, subscribe for, or otherwise
acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or
otherwise dispose of, and otherwise use and deal in and with, shares or other
interests in, or obligations of, other domestic or foreign corporations,
associations, partnerships, or individuals, or direct or indirect obligations of
the United States or of any other government, state, territory, governmental
district or municipality, or of any instrumentality thereof;
-2-
(i) To make contracts and guarantees and incur liabilities, borrow
money at such rates of interest as the corporation may determine, issue its
notes, bonds, and other obligations, and secure any of its obligations by
mortgage or pledge of all or any of its property, franchises, and income;
(j) To lend money for its corporate purposes, invest and reinvest
its funds, and take and hold real and personal property as security for the
payment of funds so loaned or invested;
(k) To conduct its business, carry on its operations, and have
offices and exercise the powers granted by this section in any state, territory,
district, or possession of the United States, or in any foreign country;
(l) To elect or appoint officers and agents of the corporation,
and define their duties and fix their compensation;
(m) To make and alter bylaws, not inconsistent with these Articles
of Incorporation or with the laws of the State of Hawaii; provided, however,
that the power to alter, amend, or repeal the bylaws or to adopt new bylaws
shall be reserved to the shareholders;
(n) To make donations for the public welfare or for charitable,
scientific, or educational purposes;
(o) In time of war to transact any lawful business;
(p) To indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, (other
than an action by or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a director,
officer, employee or agent of a foreign or domestic corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation, against expenses (including attorneys'
fees), judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with such proceeding if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal proceeding,
had no reasonable cause to believe the conduct of such person was unlawful. The
-3-
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful;
(q) To indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or other agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a director,
officer, employee or agent of a foreign or domestic corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of such
person's duty to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper;
(r) To purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or other agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer, employee or
agent of a foreign or domestic corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor
corporation, against any liability asserted against or incurred by such person
in any such capacity or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under the provisions of this Article.
-4-
(s) To pay pensions and establish pension plans, pension trusts,
profit-sharing plans, stock bonus plans, stock option plans, and other incentive
or benefit plans for any of its directors, officers, and employees; and, to the
extent permitted by applicable federal law, to indemnify and purchase and
maintain insurance on behalf of any fiduciary of any employee benefit plan or
trust maintained for the benefit of employees of the corporation or another
corporation in which it owns shares;
(t) To cease its corporate activities and surrender its corporate
franchise;
(u) To have and exercise all powers necessary or convenient to
effect any or all, of the purposes for which the corporation is organized.
ARTICLE IV.
Section 1. The authorized capital stock of the corporation shall be
FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), divided into FIVE THOUSAND
(5,000) shares of common stock of the par value of TEN AND NO/100 DOLLARS
($10.00) a share. The corporation shall have the privilege of subsequent
extension of its capital stock from time to time in the manner provided by law
by the issuance of either common or preferred stock to an amount not exceeding
ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) in the aggregate.
The names of the subscribers for shares, the number of shares
subscribed for by each subscriber, the subscription price for the shares
subscribed for by each subscriber and the amount of the capital paid in cash by
each subscriber are as follows:
No. of Subscription Amt. of
Shares Price for Capital
Subscribed Each Share Paid in
for by Subscribed Cash by
Names of Each for by Each Each Sub-
Subscriber Subscriber Subscriber scriber
---------- ---------- ---------- -------
AMERCO, a Nevada
corporation 100 $10.00 $1,000.00
Section 2. The corporation shall have power from time to time to create
an additional class or additional classes of stock, with or without par value.
Such additional class or
-5-
classes of stock may have such terms, preferences, voting powers, restrictions
and qualifications thereof as shall be fixed by these Articles or by the
resolution of the shareholders authorizing the issue thereof in accordance with
law. The Board of Directors is authorized to issue authorized and unissued
shares of any class. If, whenever, and as often as shares of stock of the
corporation without par value shall be authorized as permitted by law, the Board
of Directors is authorized to determine what portion of the consideration for
which such shares shall be issued shall constitute capital and what portion, if
any, paid-in surplus, subject to the applicable provisions of these Articles and
the provisions of law. Any and all shares of stock, bonds, debentures or other
securities or obligations of the corporation, whether or not convertible into
stock or carrying warrants entitling the holder thereof to subscribe to stock,
may be issued, optioned, sold and/or disposed of from time to time by the Board
of Directors to such persons, entities, firms or corporations, and for such
consideration (so far as may be permitted by law) as the Board of Directors
shall from time to time in its absolute discretion determine.
Section 3. No holder of stock of the corporation of any class shall, as
such holder, have any preemptive right to subscribe to, purchase, or otherwise
acquire, any shares of any class of stock of the corporation, whether now or
hereafter authorized, or obligations convertible into any class or classes of
stock or stock of any class convertible into stock of any other class or classes
or of any other series of the same class, and/or obligations, stock or other
securities carrying warrants or rights to subscribe to stock of the corporation
of any class or classes, whether now or hereafter authorized.
ARTICLE V.
The corporation shall have a Board of Directors of at least one but not
more than fifteen members if the corporation has only one stockholder. If the
corporation has two stockholders, the Board of Directors shall have at least two
but not more than fifteen members. If the corporation has three or more
stockholders, the Board of Directors shall have at least three but not more than
fifteen members. The members of the Board of Directors shall be elected or
appointed at such times, in such manner and for such terms as may be prescribed
by the Bylaws. The Bylaws may provide for the removal of directors and the
filling of vacancies and may contain provisions that the remaining members of
the Board of Directors (although less than a majority thereof) may fill
vacancies in the Board of Directors, including temporary vacancies caused by
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the illness of any director or the absence of any director from the State of
Hawaii. No director need be a shareholder of the corporation.
The Board of Directors shall have full power to control and direct the
business and affairs of the corporation and to provide for any and every lawful
act, whether in the ordinary course of business of the corporation or otherwise,
including specifically, but without limitation to the generality of the
foregoing, the power to provide for the purchase by the corporation of such
property as the purposes of the corporation shall require, without limit as to
amount, the power to provide for the incurring by the corporation of debts,
without limit as to amount, and in excess of the capital stock of the
corporation, and the issuance of notes, bonds, and other evidences of such
debts, the power to provide for the mortgage, pledge and/or hypothecation of all
or any part of the assets of the corporation, including after-acquired assets,
as security for any debt or debts of the corporation, the power to create such
committees (including an executive committee or committees) and to designate as
members of such committees such persons as it shall determine, and to confer
upon such committees, such powers and authorities as may by resolution be set
forth for the purpose of carrying on or exercising any of the powers of the
corporation, and the power to remove or suspend any officer.
ARTICLE VI.
The officers of the corporation shall be a President, one or more Vice
Presidents, a Treasurer, a Secretary and such other officers and subordinate
officers as may be provided for in the Bylaws. The officers shall be appointed
at such times, in such manner and for such terms as may be prescribed by the
Bylaws. No officer or subordinate officer need be a shareholder of the
corporation.
The persons who are the first officers and directors of the
corporation, together with their residence addresses, are as follows:
JIM LEE MARTIN President
4441 So. East 302d Street Director
Route 2, Box 1020B
Troutdale, Oregon 97060
JOHN A. LORENZ Vice-President
2049 E. La Jolla Drive Secretary
Temple, Arizona 85282 Treasurer
Director
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WILLIAM W. L. YUEN Assistant Secretary
962 Uwao Street Director
Honolulu, Hawaii 96825
ARTICLE VII.
No contract or other transaction between the corporation and one or
more of its directors, or between the corporation and any corporation, firm or
association in which one or more of its directors are directors or are
financially interested, shall be either void or voidable by reason of the fact
that such director or directors are present at the meeting of the Board of
Directors, or committee thereof, which authorizes or approves such contract or
transaction, or that his or her or their votes are counted for such purpose if
(a) the fact of such common directorship or financial interest be disclosed or
known to the Board of Directors or committee, and the Board of Directors or
committee authorize, approve or ratify such contract or transaction in good
faith by a vote sufficient for such purpose, without counting the vote or votes
of such director or directors; or (b) the fact of such common directorship or
financial interest be disclosed or known to the shareholders and they approve or
ratify such contract or transaction in good faith by the affirmative vote or
written consent of two-thirds of the shareholders entitled to vote; or (c) if it
be affirmatively shown that the contract or transaction be just and reasonable
as to the corporation at the time it was authorized or approved. Such common or
interested directors may be counted in determining the presence of a quorum at
such meeting.
ARTICLE VIII.
The corporation shall have succession by its corporate name in
perpetuity and shall have all the powers herein enumerated or implied herefrom
and the powers now provided (or which may be hereafter provided) by law for
incorporated companies.
ARTICLE IX.
Service of legal process may be made upon the corporation in the manner
provided by law.
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ARTICLE X.
No shareholder shall be liable for the debts of the corporation beyond
the amount which may be due or unpaid upon any share or shares of stock of said
corporation owned by him or her.
/s/ WILLIAM W. L. YUEN
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WILLIAM W. L. YUEN
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STATE OF HAWAII )
) SS:
CITY AND COUNTY OF HONOLULU )
On this 23rd day of May, 1981, before me personally appeared WILLIAM
W. L. YUEN, to me personally known to be the person described in and who
executed the foregoing instrument, and acknowledged that the same was executed
as the free act and deed of said person.
/s/ [ILLEGIBLE]
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Notary Public, State of Hawaii
My commission expires: 8/30/85
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