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EXHIBIT 4.5
RESTATED
BY-LAWS OF
AMERCO
A NEVADA CORPORATION
Date: As of August 27,1996
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.
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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 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.
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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
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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 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
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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. 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
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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.
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SECTION 13. Action Without a Meeting:
Shareholder action by written consent is prohibited.
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.
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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 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
Chairman of the Board or by any three (3) members of the Board giving written
notice thereof to the Chairman of the Board, 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.
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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.
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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.
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:
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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.
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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.
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.
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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 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
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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.
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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. The right of first refusal set forth in
this paragraph shall not apply to shares of the Corporation's
Series B Common Stock.
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.
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,
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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
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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.
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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CERTIFICATE
I, Gary V. Klinefelter, Secretary of AMERCO, a Nevada corporation, do
hereby certify that the foregoing is a true and correct copy of the
corporation's Restated By-Laws, and that such Restated By-Laws are in full force
and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the corporation this 27th day of August, 1996.
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Gary V. Klinefelter, Secretary
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