EXHIBIT 3.87
ARTICLES OF INCORPORATION
of
U-HAUL CO. OF KANSAS CITY, INC.
THE UNDERSIGNED, being twenty-one years or older does hereby adopt the
following Articles of Incorporation for the purpose of forming a corporation
under the laws of the State of Kansas.
ARTICLE I
The name of the corporation is U-HAUL CO. OF KANSAS CITY, INC.
ARTICLE II
The period of duration of the corporation is 100 years.
ARTICLE III
The purpose or purposes for which the corporation is organized are to
rent and lease to the general public trailers, semi-trailers, trucks, passenger
automobiles and other equipment, tools, machinery, vehicles and property of any
and every kind and description, and to purchase or otherwise acquire and operate
any facilities useful for the conduct of the business enterprises of this
corporation.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all powers conferred by the laws of the
State of Kansas 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 Kansas.
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
Page one of three pages
of at least One Thousand ($1,000.00) Dollars has been received for the issuance
of shares.
ARTICLE VI
The address of its registered office shall be c/o The Corporation
Company, Inc., First National Bank Building, Topeka, Kansas, and the name of the
resident agent at said address is The Corporation Company, Inc..
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:
Douglas W. Ledbetter 401 South 42nd Street
Kansas City, Kansas 66106
Donald L. Stubbs 401 South 42nd Street
Kansas City, Kansas 66106
Richard D. Ludlow 401 South 42nd Street
Kansas City, Kansas 66106
ARTICLE VIII
The name and address of each incorporator is as follows:
David L. Helsten 2727 North Central Avenue
Phoenix, Arizona 85004
Richard Rink 2727 North Central Avenue
Phoenix, Arizona 85004
Arthur G. Seifert 2727 North Central Avenue
Phoenix, Arizona 85004
IN WITNESS WHEREOF, we have hereunto set our hand and seal this 12th
day of February, 1970.
/s/ David L. Helsten
--------------------------
David L. Helsten
/s/ Richard Rink
--------------------------
Richard Rink
/s/ Arthur G. Seifert
--------------------------
Arthur G. Seifert
Page two of three pages
STATE OF ARIZONA )
)ss:
COUNTY OF MARICOPA )
On this 12th Day of February, 1970, before me, a Notary Public for the
State of Arizona, personally appeared David L. Helsten, Richard Rink and Arthur
G. Seifert, known to me to be the persons named in and who executed the
foregoing instrument, and who acknowledged that they had executed the same and
that the matters therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial
Seal this 12th day of February, 1970.
Helen H. Delamater
--------------------------
Helen H. Delamater
Notary Public for the State of Arizona
Residing at Tempe, Arizona
My Commission expires August 13, 1972
(NOTARIAL SEAL)
Pages three of three pages
Topeka, Kansas . February 16, 1970
-----------------
Date
OFFICE OF SECRETARY OF STATE
RECEIVED OF U-HAUL OF KANSAS CITY, INC.
and deposited in the state Treasury, fees on these Articles of Incorporation as
follows:
Application Fee ........................ $ 25.00
-------
Filing and Recording Fee ............... $ 2.50
Capitalization Fee ..................... $ 25.00
-------
/s/ [ILLEGIBLE]
------------------------
Secretary of State
By: /s/ [ILLEGIBLE]
----------------------------
Assistant Secretary of State
CONSENT TO USE OF SIMILAR NAME
To the Secretary of State
State of Kansas
The undersigned corporation hereby consents to the use of a similar
name:
1. The name of the consenting corporation is U-HAUL Co., INC., a
corporation organized and existing under the laws of the State of
Kansas.
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:
U-HAUL CO. OF KANSAS CITY
IN WITNESS WHEREOF, this corporation has caused this consent to be
executed this 26 day of January, 1970.
U-HAUL CO., INC
(SEAL)
By: /s/ Theodore R. Fore
-------------------------------
Theodore R. Fore President
By: /s/ Winifred F. Shop
-----------------------------
Winifred F. Shop Secretary
STATE OF Kansas )
) ss.
COUNTY OF Wyandotte )
Before me, a Notary Public, personally appeared Theodore R. Fore &
Winifred F. Shop known to me to be the person who executed the foregoing
instrument, and acknowledged that he executed the same for the purpose therein
contained and that the statements therein contained are truly set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
26 day of January, 1970.
/s/ [ILLEGIBLE]
-------------------------------
Notary Public
My Commission Expires Sept. 17, 1972
(SEAL)
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
U-HAUL CO. OF KANSAS CITY, INC.
STATE OF KANSAS )
)ss.
COUNTY OF WYANDOTTE )
Douglas W. Ledbetter and Mary R. Ledbetter 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 KANSAS CITY, INC.
2. That at a meeting of the Board of Directors of said
corporation, duly held at Kansas City, Kansas on August 12,
1970, the following resolution was adopted:
"RESOLVED: That Article I of the Articles of
Incorporation be amended to read as follows:
The name of this corporation is AMERCO MARKETING CO.
OF KANSAS CITY, INC.."
3. That the shareholders have adopted said amendment by
resolution at a meeting held at Kansas City, Kansas 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 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/ [ILLEGIBLE]
-------------------------------
President
ATTEST:
/s/ [ILLEGIBLE]
--------------------------
Secretary
Page One of Two Pages
STATE OF KANSAS )
) ss.
COUNTY OF WYANDOTTE )
On this 14th day of August, 1970, before me a Notary Public, personally
appeared Douglas W. Ledbetter and Mary R. Ledbetter known by me to be the
persons whose signatures are subscribed to the within instrument and who
acknowledged that they executed the sane as their free act for the purpose
therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ [ILLEGIBLE]
-------------------------------
Notary Public
My commission expires My Commission Expires MAY 16, 1974
(NOTARIAL SEAL)
Page Two of Two Pages
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., INC., a
corporation organized and existing under the laws of the
State of Kansas.
2. The name of the corporation to which this consent is given and
which is about to amend its corporate name is:
AMERCO MARKETING CO. OF KANSAS CITY, INC.
3. The name the corporation shall adopt by amending its Articles
of Incorporation is:
U-HAUL CO. OF KANSAS CITY, INC.
In Witness Whereof, this corporation has caused this consent to be
executed this 28th day of February, 1973.
U-HAUL CO. INC., a Kansas corporation
By: /s/ Arthur G. Seifert
--------------------------------------
Arthur G. Seifert Assistant Secretary
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
Before me, a Notary Public, personally appeared Arthur G. Seifert,
known to me to be the person who executed the foregoing instrument, and
acknowledged that he executed the same for the purpose therein contained and
that the statements therein contained are truly set forth.
In Witness Whereof, I have hereunto set my hand and official seal this
28th day of February, 1973.
(SEAL)
/s/ [ILLEGIBLE]
--------------------------------------
Notary Public - State of Arizona
My commission expires August 13, 1976
CONSENT TO USE OF SIMILAR NAME
To the Secretary of State
State of Kansas
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 KANSAS CITY, INC.
In Witness Whereof, this corporation has caused this consent to be
executed this 12 day of August, 1970.
AMERCO, an Arizona corporation
BY: /s/ L. S. Shoen
------------------------------------
L. S. Shoen - President
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
Before me, a Notary Public, personally appeared L. S. Shoen known to me
to be the person who executed the foregoing instrument, and acknowledged that he
executed the same for the purpose therein contained and that the statements
therein contained are truly set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
12th day of August, 1970.
/s/ [ILLEGIBLE]
------------------------------------
Notary Public
My Commission Expires Aug. 13, 1972.
State of Kansas
Secretary of State
State House - Topeka 66612
Date: September 18, 1970
Received of AMERCO MARKETING CO. OF KANSAS CITY, INC.
Two and 50/100 Dollars,
fee for filing the within amendment.
/s/ [ILLEGIBLE]
------------------------------------
Secretary of State
By /s/ [ILLEGIBLE]
-------------------------------------
Assistant Secretary of State
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
OF
AMERCO MARKETING CO. OF KANSAS CITY, INC.
County of STATE OF KANSAS, )ss.
We, Douglas W. Ledbetter, President, and Mary Ruth Ledbetter, Secretary
of AMERCO MARKETING CO. OF KANSAS CITY, INC., a corporation organized and
existing under the laws of the State of Kansas, and whose registered office is
The Corporation Company, Inc., First National Bank Bldg., Topeka, Kansas, Shawnee
_________________________________________________________________________________
(Street and Number) (Town or City) (County)
special
Kansas, do hereby certify that at the___________________ meeting of the Board
(Regular or Special)
of Directors of said corporation held on the 21st day of February, 1973, said
board adopted a resolution setting forth the following amendment to the Articles
of Incorporation and declared its advisability, to wit:
ARTICLE I
THE NAME OF THE CORPORATION IS U-HAUL CO. OF KANSAS CITY, INC.
That thereafter, pursuant to said resolution and in accordance with the
by-laws and the laws of the State of Kansas, said directors called a meeting of
stockholders for the consideration of said amendment, and thereafter, pursuant
to said notice and in accordance with the statutes of the State of Kansas, on
the 21st day of February, 1973, said stockholders met and convened and
considered said proposed amendment.
That at said meeting the stockholders entitled to vote did vote upon
said amendment, and the majority of voting stockholders of the corporation had
voted for the proposed amendment certifying that the votes were
500 Common Stock
_________________________________shares in favour of the proposed amendment and
(By class of classes)
NONE
__________________________________shares against the amendment.
(By class or classes)
That said amendment was duly adopted in accordance with the provisions
of Chapter 52, 1972 Session Laws.
That the capital of said corporation will not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF we have hereunto set our
hands and affixed the seal of said
corporation this 3 day of March, 1973
/s/ Douglas W. Ledbetter
____________________________________
Douglas W. Ledbetter President
/s/ Mary Ruth Ledbetter
____________________________________
Mary Ruth Ledbetter Secretary
STATE OF KANSAS, )
) ss.
County of Wyandotte )
Be it remembered, that before me [ILLEGIBLE] a Notary Public in and
for the County and State aforesaid, came Douglas W. Ledbetter President, and
Mary Ruth Ledbetter Secretary, of AMERCO MARKETING CO. OF KANSAS CITY, INC. a
corporation, personally known to me to be the persons who executed the foregoing
instrument of writing as President and Secretary respectively, and duly
acknowledged the execution of the same this 5th day of March, 1973.
/s/ [ILLEGIBLE]
------------------------------------
Notary Public.
My commission expires [ILLEGIBLE], 19 [ILLEGIBLE]
Submit to the office in duplicate.
A fee of $20.00 must accompany this form.
[ILLEGIBLE]
AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER dated this 12th day of September, 1975, made
by and between U-Haul Co. of Kansas, Inc., a Kansas corporation, Absorbed, and
U-Haul Co. of Kansas City, Inc., a Kansas corporation, Surviving Corporation and
together with Absorbed referred to as Constituent Corporations, hereby
WITNESSETH THAT:
WHEREAS:
The respective Boards of Directors and the sole shareholder of the
Constituent Corporations have determined it is advisable that Absorbed be merged
into Surviving Corporation under the terms and conditions hereinafter set forth
in accordance with the applicable provisions of the State of Kansas which permit
such a merger:
NOW THEREFORE, the parties hereto do agree as follows:
I
The provisions for handling the shares of stock of the Constituent
Corporations are as follows:
1. All issued and outstanding shares of stock of Absorbed shall
be cancelled.
2. On the effective date of the merger and when the
aforementioned cancellation has been effected, the outstanding stock of the
Surviving Corporation shall be deemed for all corporate purposes to evidence the
ownership of the Constituent Corporations.
II
The Surviving Corporation shall pay all expenses of accomplishing the
merger.
III
If the Surviving Corporation shall consider or be advised that any
assignment or assurances in law are necessary or desirable to vest or to perfect
or confirm of record in the Surviving Corporation the title to any property or
rights of Absorbed, or to otherwise carry out the provisions hereof, the proper
officers and directors of Absorbed 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.
IV
The Articles of Incorporation of the Surviving Corporation shall
continue to be its Articles of Incorporation until altered or amended following
the effective date of the merger.
V
Each of the Constituent Corporations shall take or cause to be taken
all action or all things necessary, proper or advisable under the laws of the
State of Kansas to consummate and make effective the merger subject, however, to
the consent of their sole stockholder, and the directors of each Constituent
Corporation are authorized and directed to perform all actions required for
accomplishing and filing this Agreement of Merger.
IS WITNESS WHEREOF the corporate parties hereto certify as to the
shareholder vote by the Certificate of Corporate Resolution which is attached
hereto and by reference incorporated herein, and pursuant to authority given by
their respective Boards of Directors and sole shareholder, hereby enter into
this Agreement of Merger, executed and sealed this 3rd day of October, 1975.
Absorbed Corporation: U-Haul Co. of Kansas, Inc.,
a Kansas corporation
By: /s/ [ILLEGIBLE]
------------------------------------
President
(CORPORATE SEAL)
By: /s/ [ILLEGIBLE]
------------------------------------
Secretary
Surviving Corporation: U-Haul Co. of Kansas City, Inc.,
a Kansas Corporation
By: /s/ [ILLEGIBLE]
------------------------------------
President
(CORPORATE SEAL)
By: /s/ [ILLEGIBLE]
------------------------------------
Secretary
CERTIFICATE OF CORPORATE RESOLUTION
I, John A. Lorentz, do hereby certify that I am the duly elected and
acting Secretary of AMERCO, a Nevada corporation, and that the following is a
true and accurate copy of the resolutions adopted by the Board of Directors at a
meeting duly called and held on the 12th day of September, 1975, as the same
appears on the books and records of this corporation:
RESOLVED: That this corporation, being the sole owner of all
of the outstanding stock of U-Haul Co. of Kansas, Inc. and
U-Haul Co. of Kansas City, Inc., both Kansas corporations,
hereby authorizes and directs that the respective Boards of
Directors of said corporations proceed with such actions as
will accomplish the merger of said corporations, with U-Haul
Co. of Kansas City, Inc. being the survivor corporation, and
be it further
RESOLVED: That the Secretary of this corporation be and hereby
is directed to execute a Certificate of Corporate Resolution
to be submitted to the Office of the Secretary of State of
Kansas, attesting to the aforesaid Resolution and certifying
that this corporation does hereby vote all of the outstanding
stock of said corporation in favor of such merger.
In Witness Whereof, I have set my hand and affixed the seal of this
corporation this 12th day of September, 1975.
/s/ [ILLEGIBLE]
------------------------------------
Secretary
(CORPORATE SEAL)
State of Kansas )
) ss.
County of Wyandotte )
On this the 3rd day of October, 1975, before me, the undersigned Notary
Public, appeared [ILLEGIBLE] and Patricia Rawlings who, being duly sworn, did
say that they are the President and the Secretary respectively of U-Haul Co. of
Kansas City, Inc., a Kansas corporation, that they are the persons whose names
are subscribed to the foregoing instrument on behalf of said corporation in the
above-stated capacities, that the seal is the corporate seal of the said
corporation, that said instrument was signed and sealed on behalf of said
corporation by authority of its Board of Directors and its sole shareholder as
the free act and deed of said corporation for the purposes therein stated;
further, that the facts therein stated are true to the best of their knowledge,
information and belief.
IN WITNESS WHEREOF, I set my hand and official seal.
/s/ [ILLEGIBLE]
------------------------------------
Notary Public
My commission
expires: January 5, [ILLEGIBLE]
(NOTARIAL SEAL)
State of Kansas )
) ss.
County of Wyandotte )
On this the 3rd day of October, 1975 before me, the undersigned Notary
Public, appeared [ILLEGIBLE] and [ILLEGIBLE] who, being duly sworn, did say
that they are the President and the Secretary respectively of U-Haul Co. of
Kansas, Inc., a Kansas corporation, that they are the persons whose names are
subscribed to the foregoing instrument on behalf of said corporation in the
above-stated capacities, that the seal is the corporate seal of the said
corporation, that said instrument was signed and sealed on behalf of said
corporation by authority of its Board of Directors and its sole shareholder as
the free act and deed of said corporation for the purposes therein stated;
further, that the facts therein stated are true to the best of their knowledge,
information and belief.
IN WITNESS WHEREOF, I set my hand and official seal.
/s/ [ILLEGIBLE]
------------------------------------
Notary Public
My Commission
Expires: January 5, 1978
(NOTARIAL SEAL)
CERTIFICATE OF VOTE
State of Kansas )
) ss.
County of Wyandotte )
I, Patricia Rawlings, Secretary of U-Haul Co. of Kansas City, Inc., a
Kansas corporation, do hereby certify that on the 12th day of September, 1975
at a special meeting of the sole shareholder of said corporation, held at 9:00
a.m. at 2727 N. Central Avenue, Phoenix, Arizona, the vote for this Agreement of
Merger between this corporation and U-Haul Co. of Kansas, Inc. was as follows:
Number of shares outstanding and entitled to vote - 500
Number of shares voted for said Agreement of Merger - 500
Number of shares voted against said Agreement of Merger - - 0-
/s/ Patricia Rawligns
------------------------------------
[ILLEGIBLE] Secretary
Subscribed and sworn to before me this 30th day of October, 1975.
/s/ [ILLEGIBLE]
------------------------------------
Notary Public
My Commission
Expires January 5, 1978
CERTIFICATE OF VOTE
State of Kansas )
) ss.
County of Wyandotte )
I, Patricia Rawlings ass't, Secretary of U-Haul Co. of Kansas Inc., a
Kansas corporation, do hereby certify that on the 12th day of September, 1975 at
a special meeting of the sole shareholder of said corporation, held at 9:00 a.m.
at 2727 N. Central Avenue, Phoenix, Arizona, the vote for this Agreement of
Merger between this corporation and U-Haul Co. of Kansas City, Inc. was as
follows:
Number of Shares outstanding and entitled to vote - 500
Number of shares voted for said Agreement of Merger - 500
Number of shares voted against said Agreement of Merger - -0-
/s/ Patricia Rawlings
------------------------------------
Assistant Secretary
Subscribed and sworn to before me this 30th day of October, 1975.
/s/ [ILLEGIBLE]
------------------------------------
Notary Public
My Commission
Expires January 5, 1978
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 28th day of April,
1989, entered into by U-Haul Co. of Kansas City, Inc., the surviving corporation
and Kansas City Rental Equipment Repair Shop, Inc., the Absorbed Corporation,
both corporations of the State of Kansas and together referred to as the
Constituent Corporations hereby witnesseth that :
The respective Boards of Directors and the Sole Shareholder by
resolution have determined it to be advisable that the absorbed Corporation be
merged into the Surviving Corporation under the terms and conditions hereinafter
set forth in accordance with the applicable provisions of the General
Corporation Law of the States of Kansas, 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 5200
state Ave., Kansas City, KS 66102.
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 absorbed.
(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
[ILLEGIBLE] to evidence the ownership of the
constituent corporations.
IV
The number of shares outstanding and the number of shares entitled to
vote upon such PLAN/AGREEMENT/ARTICLES OF MERGER, and the number of shares voted
for the against such PLAN/AGREEMENT/ARTICLES OF MERGER to each corporation was
as follows:
NUMBER OF
NUMBER OF SHARES NUMBER NUMBER
COMPANY SHARES ENTITLED VOTED VOTED
NAME OUTSTANDING TO VOTE FOR AGAINST
- ---------------------------------------------------------------
Kansas, City Rental, 11,700 11,700 11,700 0
Equipment Repair
Shop, Inc.
U-Haul Co, of 500 500 500 0
Kansas City, Inc.
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 Kansas, to consummate and make effective this merger,
subject, however to be appropriate vote or consent to the stockholders of the
Constituent Corporation in accordance with the requirements of the State of
Kansas.
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.
Surviving Corporation: U-HAUL CO. OF KANSAS CITY,
INC.
A Kansas corporation
By: /s/ Aubrey E. Rawlings
------------------------------------
Aubrey E. Rawlings, President
By : /s/ Patricia S. Rawlings
-----------------------------------
Patricia S. Rawlings, Secretary
Absorbed Corporation: Kansas City Rental Equipment
Repair Shop, Inc.
A Kansas Corporation
By: /s/ John M. Dodds
------------------------------------
John M. Dodds, President
By: /s/ John A. Lorentz
------------------------------------
John A. Lorentz, Secretary
STATE OF Kansas
COUNTY OF Wyandotte
On this 19 day of May, 1989, before me, the undersigned Notary Public,
personally appeared Aubrey E. Rawlings, President and Patricia Rawlings,
Secretary of U-Haul Co. of Kansas City, Inc., a Kansas corporation, that they
are the individuals who executed this instrument on behalf of said corporation,
and acknowledged to me that such corporation executed the same.
(NOTARY SEAL)
/s/ [ILLEGIBLE]
------------------------------------
NOTARY PUBLIC
STATE OF ARIZONA
COUNTRY OF MARICOPA
On this 30th day of May, 1989, before me, the undersigned Notary
Public, personally appeared John M. Dodds, President and John A. Lorentz,
Secretary of Kansas City Rental Equipment Repair Shop, Inc. a Kansas
corporation, that they are the individuals who executed this instrument on
behalf of said corporation, and acknowledged to me that such corporation
executed the same.
/s/[ILLEGIBLE]
------------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
My Commission Expires May 22, 1991
CONSENT OF THE SOLE STOCKHOLDER
OF
U-HAUL CO OF KANSAS CITY, INC.
AND
KANSAS CITY RENTAL EQUIPMENT REPAIR SHOP, INC.
BOTH KANSAS CORPORATIONS
April 28, 1989
AMERCO, a Nevada corporation, the sole shareholder of the above named
corporations, acting through John M. Dodds, on authority of the Executive
Management Team, the group designated by the Board of Directors of AMERCO to
vote the stock of all of its subsidiaries, hereby consents to and adopts the
following:
RESOLVED: That this corporation, the sole shareholder of U-Haul Co. of
Kansas City, Inc., Kansas City Rental Equipment Repair Shop, Inc., does
hereby approve and adopt the Plan of Merger between said corporations,
whereby Kansas City Rental Equipment Repair Shop, Inc., shall be
absorbed into U-Haul Co. of Kansas City, Inc., the surviving
corporation, all in accordance with the Plan of Merger, and be it
further
RESOLVED: That the Board of Directors and Officers of said merging
corporations be and they hereby are, authorized and directed to all
further action and to execute all documents they deem necessary or
advisable to consummate the said merger and to amend any of the terms
of the said Plan of Merger, and further
BE IT RESOLVED: That the Secretary of each said corporation is hereby
authorized to certify as to the consent of the sole shareholder of the
Plan of Merger, or within the Articles of Merger.
AMERCO, a Nevada corporation
By: /s/John M. Dodds
------------------------------------
John M. Dodds
UNANIMOUS CONSENT OF THE MEMBERS
OF THE BOARD OF DIRECTORS OF
U-HAUL CO. OF KANSAS CITY
A KANSAS CORPORATION
April 2, 1989
The undersigned, constituting all the members of the Board of Directors
of U-Haul Co. of Kansas City, Inc., a Kansas corporation, hereby consent to and
adopt the following resolutions:
RESOLVED: That this corporation does hereby agree to and approve the
Plan of Merger between this corporation and Kansas City Rental
Equipment Repair Shop, Inc., whereby this corporation shall be the
surviving corporation, all in accordance with the copy of the Plan of
Merger attached hereto, and be it further
RESOLVED: That the President and Secretary of this corporation be and
they hereby are authorized and directed to executed on behalf of this
corporation said Plan of Merger and to do all and everything necessary
to complete said merger, and
RESOLVED: That said Plan be submitted to the sole shareholder of this
corporation for the purpose of considering the approval of said Plan.
/s/ Aubrey E. Rawlings
------------------------------------
Aubrey E. Rawlings, Director
/s/ Jerry Malerich
------------------------------------
Jerry Malerich, Director
/s/ [ILLEGIBLE]
------------------------------------
Doug [ILLEGIBLE], Director
UNANIMOUS CONSENT OF THE MEMBERS
OF THE BOARD OF DIRECTORS OF
KANSAS CITY RENTAL EQUIPMENT REPAIR SHOP, INC.
A KANSAS CORPORATION
April 28, 1989
The undersigned, constituting all the members of the Board of Directors
of Kansas City Rental Equipment Repair Shop, Inc., a Kansas corporation, hereby
consents to and adopts the following resolutions:
RESOLVED: That Kansas City Rental Equipment Repair Shop, Inc. does
hereby agree to and approve the Plan of Merger between this corporation
and U-Haul of Kansas City, Inc., whereby this corporation shall be
absorbed into U-Haul Co. of Kansas City, Inc., all in accordance with
the copy of the Plan of Mergar attached hereto, and be it further
RESOLVED: That the President and Secretary of this corporation be and
they hereby are authorized and directed to execute on behalf of this
corporation said Plan of Merger and to do all and everything necessary
to complete said merger, and be it further
RESOLVED: That said Plan be submitted to the sole Shareholder of this
corporation for the purpose of considering the approval of said Plan.
/s/ John M. Dodds
-------------------------------------
John M. Dodds, Director
/s/ John A. Lorentz
-------------------------------------
John A. Lorentz, Director
/s/ George R. Olds
-------------------------------------
George R. Olds, Director
MINUTES OF A SPECIAL MEETING OF
THE BOARD OF DIRECTORS OF
U-HAUL CO. OF KANSAS CITY, INC.
A KANSAS CORPORATION
April 28, 1989
On the above date there was held a special meeting of the Board of
Directors of U-Haul Co. of Kansas City, Inc. a Kansas corporation, at its office
in Kansas.
Aubrey E. Rawlings acted as Chairman and Patricia S. Rawlings acted as
Secretary. Roll call was taken and a quorum being found to be present, the
meeting was called to order.
The Chairman announced that the purpose of the meeting was to vote upon
the proposed merger and absorption of another corporation into this corporation.
Upon motion duly made and seconded, the following resolutions were
adopted.
RESOLVED: That this corporation does hereby agree to and approve the
Plan of Merger between this corporation and Kansas City Rental
Equipment Repair Shop, Inc., a Kansas corporation, whereby this
corporation shall be the surviving corporation, all in accordance with
the copy of the Plan of Merger attached hereto, and be it further
RESOLVED: That the President and Secretary of this corporation be and
they hereby are authorized and directed to execute on behalf of this
corporation said Plan of Merger and to do all and everything necessary
to complete said merger, and
BE IT FURTHER RESOLVED: That said Plan be submitted to the sole
shareholder of this corporation for the purpose of considering the
approval of said Plan.
There being no further business to come before the meeting, it was,
upon motion duly made and seconded, adjourned.
/s/ Patricia S. Rawlings
------------------------------------
Patricia S. Rawlings, Secretary
MINUTES OF A SPECIAL MEETING OF
THE BOARD OF DIRECTORS OF
KANSAS CITY RENTAL EQUIPMENT REPAIR SHOP, INC.
A KANSAS CORPORATION
April 28, 1989
On the above date there was held a special meeting of the Board of
Directors of Kansas City Rental Equipment Repair Shop, Inc., a Kansas
corporation, at its office in Kansas.
John M. Dodds acted as Chairman and John A. Lorentz acted as Secretary.
Roll call was taken and a quorum being found to be present, the meeting was
called to order.
The Chairman announced that the purpose of the meeting was to vote upon
the proposed merger of this corporation.
Upon motion duly made and seconded, the following resolutions were
unanimously adopted.
RESOLVED: That Kansas City Rental Equipment Repair Shop, Inc.,
a Kansas corporation, does hereby agree to and approve the Plan
of Merger between this corporation and U-Haul Co. of Kansas
City, Inc., whereby this corporation shall be absorbed into
U-Haul Co. of Kansas City, Inc., all in accordance with the copy
of the plan of Merger attached hereto, and be it further.
RESOLVED: That the President and Secretary of this Corporation be and
they hereby are authorized and directed to execute on behalf of this
corporation said plan of Merger and to do all and everything necessary
to complete said merger, and be it further.
RESOLVED: That said plan be submitted to the sole shareholder of this
corporation for the purpose of considering the approval of said plan.
There being no further business to come before the meeting, it was upon
motion duly made and seconded, adjourned.
/s/ John A. Lorentz
-------------------------------
John A. Lorentz, Secretary
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
OF
U-HAUL CO. OF KANSAS CITY, INC.
(Name of Corporation)
We, John A. Lorentz President, [ILLEGIBLE]
-----------------------------------
[ILLEGIBLE]
Gary V. Klinefelter Secretary, [ILLEGIBLE] of
-----------------------------------,
[ILLEGIBLE]
U-Hall Co. of Kansas City, Inc.
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[ILLEGIBLE]
a Corporation organized and existing under the laws of the State of Kansas, and
whose [ILLEGIBLE] officer is at
515 So. KANSAS AVENUE
-------------------------------------------------------------
[ILLEGIBLE]
TOPEKA Country of Shawnee
----------------, --------------------------- --------
(City) (Country) (Zip Code)
Kansas, do hereby certify that at the Special meeting of the Board of Directors
- -------------------------------------------------------------------------------
[ILLEGIBLE]
of said corporation held on the 26th day of October 1990, said board adopted a
resolution setting forth the following amendment to the Articles of
Incorporation and declaring its advisability:
ARTICLE I
That the name of the corporation is:
U-Haul Co. of Kansas, Inc.
We further certify that thereafter, pursuant to said resolution, and in
accordance with the by-laws of the corporation and the laws of the State of
Kansas, the Board of Directors called a meeting of stockholders for
consideration of the proposed amendment, and thereafter, pursuant to notice and
in accordance with the statutes of the State of Kansas on the 26th day of
October, 1990, said stockholders convened and considered the proposed amendment.
We further certify that at said meeting a majority of the stockholders
entitled to vote voted in favor of the proposed amendment, and that the votes
were 500 shares in favor of the proposed amendment and - 0 - shares against the
--- -----
[ILLEGIBLE] [ILLEGIBLE]
amendment.
We further certify that the amendment was duly adopted in accordance
with the provision of K.S.A. 17-6602, as amended.
We further certify that the capital of said corporation will not be
reduced under or by reason of said amendment.
IN WITNESS WHEREOF we have hereunto set our hands and affixed the
seal of said corporation this 26th day of October 1990.
[SEAL] /s/ John A. Lorentz
-----------------------------------
John A. Lorentz, President
/s/ Gary V. Klinefelter
-----------------------------------
Gary V. Klinefelter, Secretary
(over)
County of [ILLEGIBLE]
Be it remembered that before me a Notary Public and for the aforesaid
county and [ILLEGIBLE] personally appeared: John A. Lorentz, President, and Gary
V. Klinefelter, Secretary, U-Haul Co. of Kansas City, Inc., a corporation, who
--------------------------------
[ILLEGIBLE]
are known to me to be the same persons who executed the foregoing Certificate of
Amendment of Articles of Incorporation, and duly acknowledged the execution of
the same this 26th day of October, 1990
/s/ [ILLEGIBLE]
-------------------
Notary Public
My appointment [ILLEGIBLE] [ILLEGIBLE] 19____
THIS FORM MUST BE SUBMITTED TO THIS OFFICE IN DUPLICATE.
THE FILING FEE OF [ILLEGIBLE]20 MUST ACCOMPANY THIS DOCUMENT.
MAIL THIS DOCUMENT, WITH FEE, TO:
Secretary of State
Capitol, 2nd Floor
Topeka, KS 66612