EXHIBIT 3.98
BY-LAWS OF
AMERCO MARKETING CO. OF BOSTON. INC.
A Massachusetts Corporation
ARTICLE I
DATE: February 17, 1971
SECTION 1. Offices:
The principal office of the corporation in the state of Massachusetts shall be
located in the city of Bellingham. The corporation may have such other offices
either within or without the state of Massachusetts as the Board of Directors
may designate or as the business of the corporation may require from time to
time.
ARTICLE II
STOCKHOLDERS
SECTION 1. Annual Meeting:
The annual meeting of the shareholders of the corporation shall be held on the
Third Monday is March of each year, at the office of the corporation in the
state of Massachusetts or otherwise as provided in the notice of said meeting.
The purpose of said annual meeting shall be for the election of directors and
for the purpose of transacting such other business as may be brought before said
meeting. The Board of Directors may change the time and place of the annual
meeting providing such change of time and place be preceded by a notice of such
change to all stockholders of record. If said day of the annual meeting is a
legal holiday, then said meeting shall be held on the next ensuing day not a
holiday.
SECTION 2. Notice of Shareholders Meeting:
Written or printed notice stating the place, day and hour of the meeting and, in
case of special meeting, the purpose for which the meeting is called, shall
be delivered not less than ten or more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
the Secretary or the officer of persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail addressed to
the shareholder at his address as it appears on the stock transfer book of the
corporation, with postage thereon prepaid. Provided, however, that notice of any
meeting of shareholders whether regular or special, may be waived either
before, at or after such meeting.
SECTION 3. Special Meetings:
Special meetings of the shareholders may be called by the President, the Board
of Directors, or the holders of not less than one-tenth of all the shares
entitled to vote at the meeting. All meetings of the shareholders
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may be held within or without the state of Massachusetts. Notice of the special
meetings will be had as provided under Section 2 of this Article.
SECTION 4. Voting:
Voting at all shareholders meetings. A shareholder may vote either in person or
by proxy executed in writing by the shareholder or by his duly authorized
Attorney in Fast. No proxy shall be valid after eleven months from the date of
its execution unless otherwise provided by the proxy.
SECTION 5. Quorum Requirements:
A majority of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of the
shareholders. If less than a majority of the outstanding shares are represented
at a meeting, the majority of the shares so represented may adjourn the meeting
without for the notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting originally called.
SECTION 6. Tellers:
At all meetings of shareholders, the Chairman may appoint three tellers who
shall set as inspectors of elections and determine the validity of the proxies
and press upon the qualification of all persons offering to vote at each meeting
and count the ballots. The election shall be by secret ballot, or in case there
is only one nomination for a certain office, the election may be by
acclamation. Such shareholder of record shall be entitled to one vote for each
share of stock held by him.
SECTION 7. Order of Business:
1st. All persons claiming to hold proxies shall present
then to the tellers for verification.
2nd. Proof of due notice of meeting when applicable.
3rd. Reading and disposal of all unapproved minutes.
4th. Reports of officers and committees.
5th. Election of Directors.
6th. Unfinished business.
7th. New business.
8th. Adjournment.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Number and Term of Officers:
A board of three (3) Directors shall be chosen annually by the stockholders
at their annual meeting. The holders of the majority of the outstanding shares
of stock entitled to vote may at any time pre-emptorily terminate the term of
office of all or any of the Directors by a vote at a meeting called for such
purposes. Such removal shall be effective immediately even if successors are not
elected simultaneously and the vacancies on the Board of Directors resulting
therefrom shall be filled by the stockholders, or by the Board of Directors as
provided in Section 2 hereof.
SECTION 2. Vacancies:
In case of any vacancy among the Directors through death, resignation,
disqualification or other cause, the remaining Directors though less then a
quorum, shall by vote of a majority of their number elect a successor to
hold office for the unexpired portion of the term of the Director whose place
shall be vacant.
SECTION 3. Regular Meetings:
After the adjournment of the annual meeting of the stockholders of the company,
the newly elected Directors shall meet for the purpose of organization, the
election of officers, and the transaction of such other business as may come
before said meeting. No notice shall be required for such meeting. The meeting
may be hold within or without the state of Massachusetts.
SECTION 4. Special Meeting:
Special meetings of the Board of Directors shall be held at the place specified
called therefor, and notice thereof . Said special meeting of the Board of
Directors may be called at any time by the President or by any two members of
the Board giving written notice thereof to the President of said corporation ,
or said special meeting may be called without notice by unanimous written
consent of all the members by the presence of all the members of said board
at any such meeting. The special meetings of the Board of Directors may be held
within or without the state of Massachusetts.
SECTION 5. Quorum:
A majority of the Board of Directors shall constitute a quorum for the
transaction of business, except where otherwise provided by statute or by these
By-laws, but if any meeting of the Board be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained.
SECTION 6. Order of Business:
The Board of Directors may from time to time, determine the order of business at
their meetings. The usual order of business at such meetings shall be as
follows:
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1st. Roll call; a quorum being present.
2nd. Reading of minutes of preceding meeting and action thereon.
3rd. Consideration of Communications of the Board of Directors.
4th. Reports of officials and committees.
5th. Unfinished business.
6th. Miscellaneous business.
7th. New business.
8th. Adjournment.
ARTICLE IV
TOWERS OF DIRECTORS
SECTION 1. Generally:
The Government in control of the corporation shall be vested in the Board of
Directors.
SECTION 2. Special Powers:
The Board of Directors shall have, in addition to its other powers the express
right to exercise the following powers:
1. To purchase, lease, and acquire, in any lawful manner any
and all real or personal property including franchises,
stocks, bonds and debentures of other companies, business and
good will, patents, trade-marks in contracts, and interests
there under, and other rights and proprieties which in their
judgment may be beneficial for the purpose of this
corporation, and to issue shares of stock of this corporation
in payment of such property, and in payment for services
rendered to this corporation, when they deem it advisable.
2. To fix and determine and to vary, from time to time, the
amount or amounts to be set aside or retained as reserve
funds or as working capital of this corporations.
3. To issue notes and other obligations or evidences of the
debt of this corporation, and to secure the same, if deemed
advisable, and endorse and guarantee the notes, bonds,
stocks, and other obligations of other corporations with or
without compensation for no doing, and from time to time to
sell, assign, transfer
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or otherwise dispose of any of the property of this
corporation, subject, however, to the laws of the State of
Massachusetts, governing the disposition of the entire assets
and business of the corporation as a going concern.
4. To declare and pay dividends, both in the form of money and
stock, but only from the surplus or from the net profit
arising from the business of this corporation, after
deducting therefrom the amounts, at the time when any
dividend is declared which shall have been set aside by the
Directors as a reserve fund or as a working fund.
ARTICLE V
SECTION 1. Committees:
From time to time the Board of Directors, by affirmative vote of a majority of
the whole Board may appoint any committee or committees for any purpose or
purposes, and such committee or committees shall have and may exercise such
powers as shall be conferred or authorized by the resolution of appointment.
Provided, however, that such committee or committees shall at no time have more
power than that authorized by the Massachusetts statutes regulating the
appointment of committees.
ARTICLE VI
OFFICERS
SECTION 1. Officers:
And the officers of the corporation shall consist of a President,
Vice-President, Secretary and Treasurer, and such other officers as shall from
time to time be provided for by the Board of Directors. Such officers shall be
elected by ballot or unanimous acclamation at the meeting of the Board of
Directors after the annual elections of Directors. In order to hold any election
there be a quorum present, and any officer receiving a majority vote shall be
declared elected and shall hold office for one year and until his or her
respective successor shall have been duly elected and qualified; provided,
however, what all officers, agents and employees of the corporation shall be
subject to removal from office pre-emptorily by vote of the Board of Directors
at any meeting.
SECTION 2. Powers and Duties of President:
The President shall at all times be subject to the control of the Board of
Directors. He shall have general charge of the affairs of the corporation. He
shall supervise over and direct all officer and employees of the corporation
and see that their duties are properly performed. The President, in conjunction
with the Secretary, shall sign and execute all contracts, notes, mortgages,
and all other obligations in the name of the corporation, and with
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the secretary shall sign all certificates of the shares of the capital stock of
the corporation.
The President shall preside at all meetings of the shareholders and of the Board
of Directors and by virtue of his office he shall be a member and Chairman of
the executive committee if one is appointed. The President shall each year
present an annual report of the preceding year's business to the Board of
Directors at a meeting to be held immediately preceding the annual meeting of
the shareholders, which report shall be read at the annual meeting of the
shareholders. The President shall do and perform such other duties as from time
to time may be assigned by the Board of Directors to him.
SECTION 3. Powers and Duties of Vice-President:
The Vice-President shall have such powers and perform such duties as may be
assigned to him by the Board of Directors of the corporation and in the absence
or inability of the President, the Vice-President shall perform the duties of
the President.
SECTION 4. Powers and Duties of the Secretary:
The Secretary of said corporation shall keep the minutes of all meetings of the
Board of Directors and the minutes of all meetings of the shareholders, and also
when requested by a committee, the minutes of such committee, in books provided
for the purpose. He shall attend to the giving and serving of notice of the
corporation. It shall be the duty of the Secretary to sign with the President,
in the name of the corporation, all contracts, notes, mortgages, and other
instruments and other obligations authorized by the Board of Directors, and when
so ordered by the Board of Directors, he shall affix the Seal of Corporation
thereto. The Secretary shall have charge of all books, documents, and papers
properly belonging to his office, and of such other books and papers as the
Board of Directors may direct.
SECTION 5. Powers and Duties of Treasurer:
The Treasurer shall have the care and custody of all funds and securities of the
corporation, and deposit the same in the name of the corporation in such bank or
banks or other depository as the Directors may select. He shall sign checks,
drafts, notices, and orders for the payment of money, and he shall pay out and
dispose of the same under the direction of the Board of Directors, but checks
may be signed as directed by the Board by resolution. It shall be the duty of
the Treasurer at all reasonable time to exhibit his books and accounts to any
Director or stockholder of the corporation upon application at the office of the
corporation during business hours, and generally perform the duties of and act
as the financial agent for the corporation for the receipts and disbursements
of its funds. He shall give such bond for the faithful performance of his duties
as the Board of Directors may determine, The office of the Treasurer of said
corporation, may be held by the same person holding the President,
Vice-President or Secretary's office, provided the Board of Directors indicates
the combination of these offices.
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ARTICLE VII
STOCK AND CERTIFICATES AND TRANSFERS
SECTION 1. Stock and Certificates and Transfers:
All certificates for the shares of the capital stock of the corporation shall be
signed by the President or Vice-President, and Secretary. All certificates shall
be consecutively numbered in progression beginning with number one. Each
certificate shall show upon its face that the corporation is organized under the
laws of Massachusetts, the number and par value, if any, of each share
represented by it, the name of the person owning the shares represented thereby,
with the number of each share and the date of issue, and the stock thereby
represented is transferable only upon the books of the corporation and upon the
signer of such certificates. A stock transfer book, known as the stock register
shall be kept, in which shall be entered the number of each certificate issued
and the number of the person owning the shares thereby represented, with the
number of such shares and the date of issue. The transfer of any share or shares
of stock in the corporation may be made by surrender of the certificate issued
therefor, and the written assignment thereof by the owner or his duly authorized
Attorney in Fact. Upon such surrender and assignment, a new certificate shall be
issued to the assignee as he may be entitled, but without such surrender and
assignment no transfer of stock shall be recognized by the corporation. The
Board of Directors shall have the power concerning the issue, transfer and
registration of certificate for agents and registrars of transfer, and may
require all stock certificates to bear signatures of either or both. The stock
transfer books shall be closed ten days before each meeting of the shareholders
and during such period no stock Shall be transferred.
SECTION 2. Pre-Emptive Rights:
Any issue or shares or securities of the corporation in addition to the shares
subscribed to or issued at the date of these By-Laws shall be first offered
prorata to the shareholders of record in relation to their then existing
percentage of ownership of the outstanding stock of this corporation. Such
pre-emptive rights shall apply to any original authorized but unissued stock of
this corporation.
ARTICLE VIII
FISCAL YEAR
SECTION 1. Fiscal Year:
The fiscal year of the corporation shall commence with the opening of business
on the first day of January of each calendar year and shall close on the 31st
day of December of the year.
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ARTICLE IX
AMENDMENT OF BY-LAWS
SECTION 1. Amendment of By-Laws:
The by-laws may be amended by a majority vote of all shareholders of this
corporation entitled to vote at a regular annual meeting. Also, said By-Laws may
be altered or amended by a majority vote of the shareholders of said corporation
at any special meeting called for that object and purpose, and provided all the
shareholders are given legal notice of the object and purpose of said meeting.
The foregoing By-Laws of AMERCO MARKETING CO. OF BOSTON, INC., are hereby
accepted and adopted as the By-Laws of said corporation, and we, the
undersigned, do hereby certify that the above foregoing by-laws are duly adopted
by the Board of directors and that the same do now constitute the By-Laws of
this corporation.
__________________________
President - Paul E. Carney
ATTEST:
_________________________
Secretary - Vince Kudirka
(CORPORATE SEAL)
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U-HAUL CO. OF MASSACHUSETTS AND OHIO, INC.,
A MASSACHUSETTS CORPORATION
SHAREHOLDER RESOLUTIONS
WHEREAS, the undersigned is the sole shareholder of U-Haul Co. of Massachusetts
and Ohio, Inc., a Massachusetts corporation ("Company") (the "Shareholder");
WHEREAS, pursuant to Article EX, Section 1 of the Company's bylaws ("Bylaws"),
the Shareholder has the authority to amend the Bylaws from time to time, as the
Shareholder may deem necessary, appropriate or otherwise in the best interest of
the Company;
WHEREAS, the board of directors of the Company has recommended an amendment to
the Bylaws;
WHEREAS, the shareholder has determined it is in the best interest of the
Company to amend the Bylaws to facilitate the execution of certain documents by
one signatory;
NOW THEREFORE, BE IT RESOLVED, that the Bylaws be amended to add Article IX,
Section 2 to read as follows:
"Signatories. Notwithstanding anything in the Bylaws to the contrary, the Board
of Directors may from time to time direct the manner in which any officer or
officers or by whom any particular deed, transfer, assignment, contract,
obligation, certificate, promissory note, guarantee and other instrument or
instruments may be signed on behalf of the corporation and any acts of the Board
of Directors subsequent to the date hereof in accordance with the provision of
this bylaw are hereby adopted, ratified and confirmed as actions binding upon
and enforceable against the corporation."
FURTHER RESOLVED, that all actions taken by any officer or director of Company
prior to the date of this written consent or Board resolution with respect to
any of the foregoing resolutions is hereby ratified and approved as actions of
Company; and
FURTHER RESOLVED, that the that the President, Secretary, Treasurer, Assistant
Secretary and/or Assistant Treasurer of Company (collectively, the "Authorized
Officers") be, and each of them hereby is, authorized and empowered to certify
to the passage of the foregoing resolutions under the seal of Company or
otherwise.
Dated: August 15, 2003
SHAREHOLDER:
U-Haul International, Inc., a Nevada
Corporation
By: /s/ Gary V. Klinefelter
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Name: Gary V. Klinefelter
Its: Secretary