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EXHIBIT 4(C)
RESTATED
BY-LAWS OF
AMERCO
A NEVADA CORPORATION
ARTICLE I
SECTION 1. Offices:
The principal office and registered office of the corporation shall be
located in the State of Nevada at such locations as the Board of Directors may
from time to time authorize by resolutions. The corporation may have such other
offices either within or without the State of Nevada as the Board of Directors
may designate or as the business of the corporation may require from time to
time.
SECTION 2. References:
Any reference herein made to law will be deemed to refer to the law of the
State of Nevada, including any applicable provisions of Chapter 78 of Title 7,
Nevada Revised Statutes (or its successor), as at any given time in effect. Any
reference herein made to the Articles will be deemed to refer to the applicable
provision or provisions of the Articles of Incorporation of the corporation, and
all amendments thereto, as at any given time on file with the office of the
clerk of Washoe County, Nevada.
SECTION 3. Shareholders of Record:
The word "shareholder" as used herein shall mean one who is a holder of
record of shares in the corporation.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting:
An annual meeting of the shareholders for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting shall be held, within a reasonable
interval after the close of the fiscal year so that the information in the
annual report is relatively timely, on a date and at a time of day and place as
determined by the Board of Directors.
SECTION 2. Special Meetings:
a. Special meetings of the shareholders may be held whenever and
wherever called by the Chairman of the Board, a majority of the Board of
Directors, or upon the delivery of proper written request of the holders of
not less than fifty percent (50%) of all the shares outstanding and
entitled to vote at such meeting. The business which may be conducted at
any such special meeting will be confined to the purpose stated in the
notice thereof, and to such additional matters as the Chairman of such
meeting may rule to be germane to such purposes.
b. For purposes of this Section, proper written request for the call
of a special meeting shall be made by a written request specifying the
purposes for any special meeting requested and providing the information
required by Section 5 hereof. Such written request must be delivered either
in person or by registered or certified mail, return receipt requested, to
the Chairman of the Board, or such other person as may be specifically
authorized by law to receive such request. Within thirty (30) days after
receipt of proper written request, a special meeting shall be called and
notice given in the manner required by these
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By-Laws and the meeting shall be held at a time and place selected by the
Board of Directors, but not later than ninety (90) days after receipt of
such proper written request. The shareholder(s) who request a special
meeting of shareholders must pay the corporation the corporation's
reasonably estimated cost of preparing and mailing a notice of a meeting of
shareholders before such notice is prepared and mailed.
SECTION 3. Notice:
Notice of any meeting of the shareholders will be given by the corporation
as provided by law to each shareholder entitled to vote at such meeting. Any
such notice may be waived as provided by law.
SECTION 4. Right to Vote:
For each meeting of the shareholders, the Board of Directors will fix in
advance a record date as contemplated by law, and the shares of stock and the
shareholders "entitled to vote" (as that or any similar term is herein used) at
any meeting of the shareholders will be determined as of the applicable record
date. The Secretary (or in his or her absence an Assistant Secretary) will see
to the making and production of any record of shareholders entitled to vote that
is required by law. Any such entitlement may be exercised through proxy, or in
such other manner as is specifically provided by law. No proxy shall be valid
after eleven (11) months from the date of its execution unless otherwise
provided by the proxy. In the event of contest, the burden of proving the
validity of any undated, irrevocable, or otherwise contested proxy will rest
with the person seeking to exercise the same. A telegram, cablegram, or
facsimile appearing to have been transmitted by a shareholder (or by his duly
authorized attorney-in-fact) may, in the discretion of the tellers, if any, be
accepted as a sufficiently written and executed proxy.
SECTION 5. Manner of Bringing Business Before the Meeting:
At any annual or special meeting of shareholders only such business
(including nomination as a director) shall be conducted as shall have been
properly brought before the meeting. In order to be properly brought before the
meeting, such business must be a proper subject for stockholder action under
Nevada law and must have either been (A) specified in the written notice of the
meeting (or any supplement thereto) given to shareholders on the record date for
such meeting by or at the direction of the Board of Directors, (B) brought
before the meeting at the direction of the Board of Directors or the Chairman of
the meeting, selected as provided in Section 9 of this Article II, or (C)
specified in a written notice given by or on behalf of a shareholder on the
record date for such meeting entitled to vote thereat or a duly authorized proxy
for such shareholder, in accordance with the following requirements. A notice
referred to in clause (C) hereof must be delivered personally to, or mailed to
and received at, the principal executive office of the corporation, addressed to
the attention of the Secretary, not more than ten (10) days after the date of
the initial notice referred to in clause (A) hereof, in the case of business to
be brought before a special meeting of shareholders, and not less than one
hundred and twenty (120) days prior to the anniversary date of the initial
notice referred to in clause (A) hereof with respect to the previous year's
annual meeting, in the case of business to be brought before an annual meeting
of shareholders. Such notice referred to in clause (C) hereof shall set forth
(i) a full description of each such item of business proposed to be brought
before the meeting and the reasons for conducting such business at such meeting,
(ii) the name and address of the person proposing to bring such business before
the meeting, (iii) the class and number of shares held of record, held
beneficially, and represented by proxy by such person as of the record date for
the meeting, if such date has been made publicly available, or as of a date not
later than thirty (30) days prior to the delivery of the initial notice referred
to in clause (A) hereof, if the record date has not been made publicly
available, (iv) if any item of such business involves a nomination for director,
all information regarding each such nominee that would be required to be set
forth in a definitive proxy statement filed with the Securities and Exchange
Commission pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended, or any successor thereto, and the written consent of each such nominee
to serve if elected, (v) any material interest of such shareholder in the
specified business, (vi) whether or not such shareholder is a member of any
partnership, limited partnership, syndicate, or other group pursuant to any
agreement, arrangement, relationship, understanding, or otherwise, whether or
not in writing, organized in whole or in part for the purpose of acquiring,
owning, or voting shares of the
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corporation, and (vii) all other information that would be required to be filed
with the Securities and Exchange Commission if, with respect to the business
proposed to be brought before the meeting, the person proposing such business
was a participant in a solicitation subject to Section 14 of the Securities
Exchange Act of 1934, as amended, or any successor thereto. No business shall be
brought before any meeting of the shareholders of the corporation otherwise than
as provided in this Section.
Notwithstanding compliance with the foregoing provisions, the Board of
Directors shall not be obligated to include information as to any shareholder
nominee for director or any other shareholder proposal in any proxy statements
or other communication sent to shareholders.
The Chairman of the meeting may, if the facts warrant, determine that any
proposed item of business or nomination as director was not brought before the
meeting in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the improper item of business
or nomination shall be disregarded.
SECTION 6. Right to Attend:
Except only to the extent of persons designated by the Board of Directors
or the Chairman of the meeting to assist in the conduct of the meeting, and
except as otherwise permitted by the Board or such Chairman, the persons
entitled to attend any meeting of shareholders may be confined to (i)
shareholders entitled to vote thereat and (ii) the persons upon whom proxies
valid for purposes of the meeting have been conferred or their duly appointed
substitutes (if the related proxies confer a power of substitution); provided,
however, that the Board of Directors or the Chairman of the meeting may
establish rules limiting the number of persons referred to in clause (ii) as
being entitled to attend on behalf of any shareholder so as to preclude such an
excessively large representation of such shareholder at the meeting as, in the
judgment of the Board or such Chairman, would be unfair to other shareholders
represented at the meeting or be unduly disruptive to the orderly conduct of
business at such meeting (whether such representation would result from
fragmentation of the aggregate number of shares held by such shareholder for the
purpose of conferring proxies, from the naming of an excessively large proxy
delegation by such shareholder, or from employment of any other device). A
person otherwise entitled to attend any such meeting will cease to be so
entitled if, in the judgment of the Chairman of the meeting, such person engages
thereat in disorderly conduct impeding the proper conduct of the meeting in the
interests of all shareholders as a group.
SECTION 7. Quorum Requirements:
One-third 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 one-third of the outstanding shares are represented
at a meeting, the majority of the shares so represented may adjourn the meeting
without further 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 8. Tellers:
The Board of Directors, in advance of any shareholders meeting may appoint
one or more tellers to act at such meeting (and any adjournment thereof), and
may appoint one or more alternate tellers to serve (in the order designated) in
the absence of any teller or tellers so appointed. If any person appointed as a
teller or alternate teller fails to appear or to act, a substitute may be
appointed by the Chairman of the meeting. The tellers (acting through a majority
of them on any disputed matter) will determine the number of shares outstanding,
the authenticity, validity and effect of proxies, the credentials of persons
purporting to be shareholders or persons named or referred to in proxies, and
the number of shares represented at the meeting in person and by proxy; they
will receive and count votes, ballots, and consents and announce the results
thereof; they will hear and determine all challenges and questions pertaining to
proxies and voting; and, in general, they will perform such acts as may be
proper to conduct elections and voting with complete fairness to all
shareholders.
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No such teller need be a shareholder of the corporation. Unless otherwise
provided in the Articles of Incorporation or other governing instrument, each
shareholder shall be entitled to one vote for each share of stock held by him or
her, and, in the event a shareholder holds a fraction of a share or a full share
plus a fraction, any such fractional share shall be entitled to a proportionate
fraction of one vote or such other votes, if any, as is provided in the Articles
of Incorporation or other governing instrument.
SECTION 9. Organization and Conduct of Business:
Each shareholders meeting will be called to order and thereafter chaired by
the Chairman of the Board if there then is one; or, if not, or if the Chairman
of the Board is absent or so requests, then by the President; or if both the
Chairman of the Board and the President are unavailable, then by such other
officer of the corporation or such shareholder as may be appointed by the Board
of Directors. The Secretary (or in his or her absence an Assistant Secretary) of
the corporation will act as secretary of each shareholders meeting; if neither
the Secretary nor an Assistant Secretary is in attendance, the Chairman of the
meeting may appoint any person (whether a shareholder or not) to act as
secretary thereat. After calling a meeting to order, the Chairman thereof may
require the registration of all shareholders intending to vote in person, and
the filing of all proxies, with the teller or tellers, if one or more have been
appointed (or, if not, with the secretary of the meeting). After the announced
time for such filing of proxies has ended, no further proxies or changes,
substitutions, or revocations of proxies will be accepted. The Chairman of a
meeting will, among other things, have absolute authority to determine the order
of business to be conducted at such meeting and to establish rules for, and
appoint personnel to assist in, preserving the orderly conduct of the business
of the meeting (including any informal, or question and answer, portions
thereof). Any informational or other informal session of shareholders conducted
under the auspices of the corporation after the conclusion of or otherwise in
conjunction with any formal business meeting of the shareholders will be chaired
by the same person who chairs the formal meeting, and the foregoing authority on
his or her part will extend to the conduct of such informal session.
SECTION 10. Voting:
The number of shares voted on any matter submitted to the shareholders
which is required to constitute their action thereon or approval thereof will be
determined in accordance with applicable law, the Articles, and these By-Laws,
if applicable. Voting will be by ballot on any matter as to which a ballot vote
is demanded, prior to the time the voting begins, by any person entitled to vote
on such matter; otherwise, a voice vote will suffice. No ballot or change of
vote will be accepted after the polls have been declared closed following the
ending of the announced time for voting.
SECTION 11. Shareholder Approval or Ratification:
The Board of Directors may submit any contract or act for approval or
ratification at any duly constituted meeting of the shareholders, the notice of
which either includes mention of the proposed submittal or is waived as provided
by law. If any contract or act so submitted is approved or ratified by a
majority of the votes cast thereon at such meeting, the same will be valid and
as binding upon the corporation and all of its shareholders as it would be if
approved and ratified by each and every shareholder of the corporation.
SECTION 12. Informalities and Irregularities:
All informalities or irregularities in any call or notice of a meeting, or
in the areas of credentials, proxies, quorums, voting, and similar matters, will
be deemed waived if no objection is made at the meeting.
SECTION 13. Action Without a Meeting:
Shareholder action by written consent is prohibited.
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SECTION 14. Application of Nevada Revised Statutes Sections 78.378 to 78.3793,
inclusive:
The provisions of Sections 78.378 to 78.3793, inclusive, of the Nevada
Revised Statutes shall not apply to the exchange of shares of the corporation's
Series A Common Stock, 0.25 par value, for shares of the corporation's Common
Stock, $0.25 par value, held by Mark V. Shoen, James P. Shoen and Edward J.
Shoen or to any exchange of shares of the corporation's Common Stock, $0.25 par
value for shares of the corporation's Series A Common Stock, $0.25 par value
held by Mark V. Shoen, James P. Shoen and Edward J. Shoen.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Number and Term of Directors:
The Board of Directors shall consist of not less than 4 nor more than 8
directors, the exact number of directors to be determined from time to time
solely by a resolution adopted by an affirmative vote of a majority of the
entire Board of Directors. The directors shall be divided into four classes,
designated Class I, Class II, Class III and Class IV. Subject to applicable law,
each class shall consist, as nearly as may be possible, of one-fourth of the
total number of directors constituting the entire Board of Directors. At the
1990 Annual Meeting of Shareholders, Class I directors shall be elected for a
one-year term, Class II directors for a two-year term, Class III directors for a
three-year term, and Class IV directors for a four-year term. At each succeeding
annual meeting of shareholders, commencing in 1991, successors to the class of
directors whose term expires at the annual meeting shall be elected or reelected
for a four-year term.
If the number of directors is changed, any increase or decrease shall be
apportioned among the classes of directors so as to maintain the number of
directors in each class as nearly equal as possible, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
When the number of directors is increased by the Board of Directors and any
newly created directorships are filled by the Board, there shall be no
classification of the additional directors until the next annual meeting of
shareholders.
A director shall hold office until the meeting for the year in which his or
her term expires and until his or her successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.
SECTION 2. Vacancies:
Newly created directorships resulting from an increase in the number of the
directors and any vacancy on the Board of Directors shall be filled by an
affirmative vote of a majority of the Board of Directors then in office. A
director elected by the Board of Directors to fill a vacancy shall hold office
until the next meeting of shareholders called for the election of directors and
until his or her successor shall be elected and shall qualify; provided,
however, that if a vacancy on the Board of Directors occurs or is filled after
the date by which a shareholder, acting in accordance with Article II, Section
5(C) of these By-Laws, may present a director nomination before the next meeting
of shareholders called for the election of directors, the director elected by
the Board of Directors to fill such vacancy shall hold office until the next
meeting of shareholders called for the election of directors at which a
shareholder, acting in accordance with Article II, Section 5(C) of these
By-Laws, may present a director nomination. This Section shall not apply to any
vacancies in the office of any "Preferred Stock Director," as defined in section
(e)(ii) of the Certificate of Designation, Preference, and Rights of Series A
Preferred Stock of AMERCO dated October 14, 1993, such vacancies shall be filled
pursuant to the terms of said section (e)(ii).
SECTION 3. Regular Meetings:
After the adjournment of the annual meeting of the shareholders of the
corporation, 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
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held within or without the State of Nevada. Regular meetings, other than the
annual ones, may be held at regular intervals at such times and places as the
Board of Directors may provide.
SECTION 4. Special Meetings:
Special meetings of the Board of Directors may be called at any time by the
President or by any one member of the Board giving written notice thereof to the
President of said corporation, or said special meeting may be called without
notice by unanimous 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 Nevada.
SECTION 5. Notice:
No notice need be given of regular meetings of the Board of Directors.
Notice of the time and place (but not necessarily the purpose or all of the
purposes) of any special meeting will be given to each director in person or by
telephone, or via mail or telegram addressed in the manner then appearing on the
corporation's records. Notice to any director of any such special meeting will
be deemed given sufficiently in advance when (i), if given by mail, the same is
deposited in the United States mail at least four days before the meeting date,
with postage thereon prepaid, (ii) if given by telegram, the same is delivered
to the telegraph office for fast transmittal at least 48 hours prior to the
convening of the meeting, (iii) if given by facsimile transmission, the same is
received by the director or an adult member of his or her office staff or
household, at least 24 hours prior to the convening of the meeting, or (iv) if
personally delivered or given by telephone, the same is handed, or the substance
thereof is communicated over the telephone, to the director or to an adult
member of his or her office staff or household, at least 24 hours prior to the
convening of the meeting. Any such notice may be waived as provided by law. No
call or notice of a meeting of directors will be necessary if each of them
waives the same in writing or by attendance. Any meeting, once properly called
and noticed (or as to which call and notice have been waived as aforesaid) and
at which a quorum is formed, may be adjourned to another time and place by a
majority of those in attendance.
SECTION 6. Quorum:
A majority of the Board of Directors shall constitute a quorum for the
transaction of business, except where otherwise provided by law or by these
By-Laws, but if at any meeting of the Board less than a quorum is present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained.
SECTION 7. Action by Telephone or Consent:
Any meeting of the Board or any committee thereof may be held by conference
telephone or similar communications equipment as permitted by law in which case
any required notice of such meeting may generally describe the arrangements
(rather than the place) for the holding thereof, and all other provisions herein
contained or referred to will apply to such meeting as though it were physically
held at a single place. Action may also be taken by the Board or any committee
thereof without a meeting if the members thereof consent in writing thereto as
contemplated by law.
SECTION 8. Order of Business:
The Board of Directors may, from time to time, determine the order of
business at their meeting. The usual order of business at such meetings shall be
as follows:
1st Roll Call; a quorum being present.
2nd Reading of minutes of the preceding meeting and action thereon.
3rd Consideration of communications of the Board of Directors.
4th Reports of officials and committees.
5th Unfinished business.
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6th Miscellaneous business.
7th New business.
8th Adjournment.
SECTION 9. Voting:
Any matter submitted to a vote of the directors will be resolved by a
majority of the votes cast thereon. If during the course of any annual, regular
or special meeting of the Board of Directors, at which all the members of said
board are present and vote, there is a vote taken and the vote is evenly divided
between equal numbers of directors, then, and only then, the Chairman of the
Board of Directors shall break the deadlock by casting a second and deciding
vote. This power may be exercised by the Chairman of the Board as to any and
every issue that properly comes to the board for a vote, including, but not
limited to the election of officers.
ARTICLE IV
POWER 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 goodwill, patents, trademarks
in contracts, and interests thereunder, and other rights and properties
which in their judgment may 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 corporation.
3. To issue notes and other obligations or evidence 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 so doing, and from time to
time to sell, assign, transfer or otherwise dispose of any of the property
of this corporation, subject, however, to the laws of the State of Nevada,
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.
5. To adopt, modify and amend the By-Laws of this corporation.
6. To periodically determine by Resolution of the Board the amount of
compensation to be paid to members of the Board of Directors in accordance
with Article 6, Section B, Sub-section viii of the Articles of
Incorporation.
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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 law.
ARTICLE VI
OFFICERS
SECTION 1. Officers:
The officers of the corporation shall consist of the Chairman of the Board,
a President, one or more Vice-Presidents, Secretary, Assistant Secretaries,
Treasurer, Assistant Treasurer, a resident agent 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 election of Directors. In order to hold any
election there must be 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, that 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 Chairman of the Board:
The Chairman of the Board of Directors will serve as a general executive
officer, but not necessarily as a full-time employee, of the corporation. He or
she shall preside at all meetings of the shareholders and of the Board of
Directors, shall have the powers and duties set forth in these By-Laws, and
shall do and perform such other duties as from time to time may be assigned by
the Board of Directors.
SECTION 3. 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 officers 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 the Secretary or
Assistant Secretary shall sign all certificates of the shares of the capital
stock of the corporation.
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.
Notwithstanding any provision to the contrary contained in the By-Laws of
the corporation, the Board may at any time and from time to time direct the
manner in which any person or persons by whom any particular contract, document,
note or instrument in writing of the corporation may or shall be signed by and
may authorize any officer or officers of the corporation to sign such contracts,
documents, notes or instruments.
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SECTION 4. 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 5. Powers and Duties of the Secretary and Assistant 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. In the absence or inability of the
Secretary, the Assistant Secretary shall perform the duties of the Secretary.
Execution of Instruments:
In addition to the provisions of any previous By-Laws respecting the
execution of instruments of the corporation, 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 1st day of December, 1978 in accordance with the provision of this By-Law
are hereby adopted, ratified and confirmed as actions binding upon and
enforceable against the corporation.
SECTION 6. Powers and Duties of Treasurer and Assistant 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. The Treasurer shall
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. In
the absence or inability of the Treasurer, the Assistant Treasurer shall perform
the duties of the Treasurer.
SECTION 7. Indemnification:
The corporation shall indemnify, to the fullest extent authorized or
permitted by law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than such law permitted
the corporation to provide prior to such amendment), any person made, or
threatened to be made, a defendant or witness to any threatened, pending or
completed action, suit, or proceeding (whether civil, criminal, administrative,
investigative or otherwise) by reason of the fact that he or she, or his or her
testator or intestate, is or was a director or officer of the corporation or by
reason of the fact that such director or officer, at the request of the
corporation, is or was serving any other corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise. Nothing contained
herein shall diminish any rights to indemnification to which employees or agents
other than directors or officers may be entitled by law, and the corporation may
indemnify such employees and agents to the fullest extent and in the manner
permitted by law. The rights to indemnification set forth in this Article VI,
Section 7 shall not be exclusive of any other rights to which any
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person may be entitled under any statute, provision of the Articles of
Incorporation, bylaw, agreement, contract, vote of shareholders or disinterested
directors, or otherwise.
In furtherance and not in limitation of the powers conferred by statute:
1. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is serving in any capacity, at the request of the
corporation, any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability or expense
incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to
indemnify him or her against such liability or expense under the provisions
of law; and
2. The corporation may create a trust fund, grant a security interest
or lien on any assets of the corporation and/or use other means (including,
without limitation, letters of credit, guaranties, surety bonds and/or
other similar arrangements), and enter into contracts providing
indemnification to the full extent authorized or permitted by law and
including as part thereof provisions with respect to any or all of the
foregoing to ensure the payment of such amounts as may become necessary to
effect indemnification as provided therein, or elsewhere.
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 or Assistant
Secretary. Each certificate shall show upon its face that the corporation is
organized under the laws of Nevada, the number and par value, if any, of each
share represented by it, and the name of the person owning the shares
represented thereby, with the number of each share 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 certificates 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. Right of First Refusal on Its Common Stock, $0.25 par value:
a. In case any holder of shares of the corporation's common stock,
$0.25 par value, and Series A Common Stock, $0.25 par value (collectively,
the "Common Stock") shall wish to make any sale, transfer or other
disposition of all or any part of the Common Stock held by him, he shall
first notify the Secretary of the corporation in writing designating the
number of shares of Common Stock which he desires to dispose of, the
name(s) of the person(s) to whom such shares are to be disposed of, and the
bona fide cash price at which such shares are to be disposed of.
b. The corporation shall have a period of 30 calendar days following
the date of its receipt of such notice to determine whether it wishes to
purchase such shares at the price stated therein. Such determination shall
be made by the corporation by its delivery to such holder of a written
acceptance of such offer within such 30-day period. Such written acceptance
shall specify the date (to be not later than the tenth calendar day
following the date on which such 30-day period expired), time and place at
which such holder shall deliver to the corporation the certificate(s) for
the shares of Common Stock to be so sold against the delivery by the
corporation of a certified or bank cashier's check in the amount of the
purchase price therefor.
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c. If the corporation shall not so accept such offer within such
30-day period, then such holder shall be entitled, for a period of 90 days
commencing on the first day after the date on which such 30-day period
expires, to dispose of all or any part of the shares of Common Stock
designated in such notice to the corporation at the price set forth therein
to the prospective named transferee(s) and such transferee(s) shall be
entitled to have such shares transferred upon the books of the corporation
upon its acquisition thereof at such price. If such holder shall not
dispose of all or any part of such shares within such 90-day period (or, in
the event of a sale of part thereof, the shares remaining untransferred),
such shares shall continue to be subject in all respects to the provision
of this Article VII, Sec. 2.
d. All certificates for shares of Common Stock shall, so long as the
provisions of this Article VII, Sec. 2 shall be in effect, bear the
following legend:
"The transfer of the shares represented by this certificate is
subject to a right of first refusal by the corporation as provided in
its By-Laws, and no transfer of this certificate or the shares
represented hereby shall be valid or effective unless and until such
provision of the By-Laws shall have been met. A copy of the By-Laws
of the corporation is available for inspection at the principal
office of the corporation."
e. The provisions of this Article VII, Sec. 2 may be terminated or
modified at any time by the affirmative vote of not less than a majority of
the then number of directors of the corporation. Each holder of shares of
Common Stock shall be notified of any such termination and shall have the
right to exchange his outstanding certificate for such shares for a
certificate without the aforesaid legend.
f. The provisions of this Article VII, Sec. 2 may be extended to other
classes or series of the corporation's stock prior to the issuance thereof
upon the affirmative vote of not less than a majority of the then number of
directors of the corporation.
g. The provisions of Section 2 of Article VII shall not apply to
shares of the corporation's Common Stock (i) sold, transferred, or
otherwise disposed of by the Trust under the AMERCO Employee Savings,
Profit Sharing and Employee Stock Ownership Plan, (ii) sold in a bona fide
underwritten public offering or in a bona fide public distribution pursuant
to Rule 144 under the Securities Act of 1933 (provided however that if such
public distribution is pursuant to Rule 144(k) then, notwithstanding the
provisions of Rule 144(k), such distribution shall comply with the "manner
of sale" requirements of Rule 144(f) and (g)), or (iii) sold, transferred,
or otherwise disposed of by a member of the public who acquired such Common
Stock in a transaction permitted by this Paragraph g.
SECTION 3. Lost Certificates:
In the event of the loss, theft or destruction of any certificate
representing shares of stock of this corporation, the corporation may issue (or,
in the case of any such stock as to which a transfer agent and/or registrar have
been appointed, may direct such transfer agent and/or register to countersign,
register and issue) a replacement certificate in lieu of that alleged to be
lost, stolen or destroyed, and cause the same to be delivered to the owner of
the stock represented thereby, provided that the owner shall have submitted such
evidence showing the circumstances of the alleged loss, theft or destruction,
and his or her ownership of the certificate as the corporation considers
satisfactory, together with any other facts which the corporation considers
pertinent, and further provided that an indemnity agreement and/or indemnity
bond shall have been provided in form and amount satisfactory to the corporation
and to its transfer agents and/or registrars, if applicable.
ARTICLE VIII
FISCAL YEAR
SECTION 1. Fiscal Year:
The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.
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ARTICLE IX
AMENDMENT OF BY-LAWS
SECTION 1. Amendment of By-Laws by the Board of Directors:
The By-Laws may be amended by a majority vote of the Board of Directors of
this corporation at any meeting of the Board of Directors.
SECTION 2. Shareholder Amendment of By-Laws:
The By-Laws may be amended by an affirmative vote of shares possessing
two-thirds or more of the votes that are generally (not just as the result of
the occurrence of a contingency) entitled to vote for the election of the
members of the Board of Directors of this corporation. Such vote must be by
ballot at a duly constituted meeting of the shareholders, the notice of which
meeting must include the proposed amendment.
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