EXHIBIT 3.127
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 1st day of August,
1989, entered into by U-Haul Co. of Oregon, an Oregon corporation, the surviving
corporation and Tigard Rental Equipment Repair Shop, Inc., an Oregon
corporation, the Absorbed Corporation, and together referred to as the
Constituent Corporations hereby witnesseth that:
The respective Boards of Directors and the Sole Shareholder by
resolution have determined it to be advisable that the Absorbed Corporation be
merged into the Surviving Corporation under the terms and conditions hereinafter
set forth in accordance with the applicable provisions of the General
Corporation Law of the State of Oregon which laws permit such merger.
NOW THEREFORE, the parties hereto do agree as follows:
I
The Articles of Incorporation of the Surviving Corporation shall
continue to be its Articles of Incorporation, unless altered or amended below,
following the effective date of the merger.
II
The executed PLAN/AGREEMENT/ARTICLES OF MERGER is on file at the
Surviving Corporation's principal office. The location of that office is C. T.
Corporation System, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
III
The provisions for handling the shares of stock of the Constituent
Corporations are as follows:
(1) All issued and outstanding shares of stock of the
Constituent Corporation shall be absorbed.
(2) On the effective date of the merger and when the
aforementioned cancellation has been effected, the
outstanding shares of stock of the Surviving
Corporation shall be deemed for all corporate
purposes to evidence the ownership of the Constituent
Corporations.
IV
The number of shares outstanding and the number os shares entitled to
vote upon such PLAN/AGREEMENT/ARTICLES OF MERGER, and the number of shares voted
for and against such PLAN/AGREEMENT/ARTICLES OF MERGER as to each corporation
was as follows:
NUMBER OF
NUMBER OF SHARES NUMBER NUMBER
COMPANY SHARES ENTITLED VOTED VOTED
NAME OUTSTANDING TO VOTE FOR AGAINST
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U-HAUL CO. OF
OREGON 500 500 500 -0-
TIGARD RENTAL
EQUIPMENT REPAIR SHOP,
INC. 100 100 100 -0-
V
The Constituent Corporations shall take or cause to be taken all action
or do or cause to be done, all things necessary, proper or advisable under the
laws of the State of Oregon, to consummate and make effective this merger,
subject, however to the appropriate vote or consent to the stockholders of the
Constituent Corporation in accordance with the requirements of the State of
Oregon.
VI
The Surviving Corporation hereby irrevocable appoints C T Corporation
System, as its agent to accept service of process in any suit or other
proceeding and to enforce against the surviving Corporation any obligation of
any Constituent Domestic Corporation or enforce the rights of a dissenting
shareholder of any Constituent Domestic Corporation. A copy of any such process
may be mailed to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇.
VII
The Surviving Corporation shall pay all expenses of accomplishing the
merger, and assumes the responsibility for all tax liabilities of the Absorbed
Corporation.
Surviving Corporation: U-HAUL CO. OF
OREGON, an
Oregon Corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Verified
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary
Absorbed Corporation: TIGARD RENTAL
EQUIPMENT REPAIR
SHOP, INC., an
Oregon Corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, President
Verified
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
STATE OF OREGON
COUNTY OF
On this 14th day of August, 1989, before me, the undersigned Notary
Public, personally appeared ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ , known to me to be the President of
U-Haul Co. of Oregon, an Oregon corporation that he is the person who executed
this instrument on behalf of said corporation, and acknowledged to me that such
corporation executed the same.
/s/ [ILLEGIBLE]
------------------------------------
NOTARY PUBLIC
(NOTARY SEAL) My Commission Expires ▇▇/▇/▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇ this 9th day of August, 1989, before me, the undersigned Notary
Public, personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇, known to me to be the President of
Tigard Rental Equipment Repair Shop,Inc., an Oregon corporation, that he is the
person who executed this instrument on behalf of said corporation, and
acknowledged to me that such corporation executed the same.
/s/ [ILLEGIBLE]
------------------------------------
NOTARY PUBLIC
(NOTARY SEAL)
CONSENT OF THE SOLE STOCKHOLDER
OF
U-HAUL CO. OF OREGON
AND
TIGARD RENTAL EQUIPMENT REPAIR SHOP, INC.
BOTH OREGON CORPORATIONS
August 1, 1989
AMERCO, a Nevada corporation, the sole shareholder of the above named
corporations, acting through ▇▇▇▇ ▇. ▇▇▇▇▇, on authority of the Executive
Management Team, the group designated by the Board of Directors of AMERCO to
vote the stock of all of its subsidiaries, hereby consents to and adopts the
following:
RESOLVED: That this corporation, the sole shareholder of
U-Haul Co. of Oregon, an Oregon corporation & Tigard Rental
Equipment Repair Shop, Inc., an Oregon corporation, does
hereby approve & adopt the Plan of Merger between said
corporations, whereby Tigard Rental Equipment Repair Shop,
Inc., an Oregon Corporation, shall be absorbed into U-Haul
Co. of Oregon, being the surviving corporation, all in
accordance with the Plan of Merger, and be it further
RESOLVED: That the Board of Directors and Officers of said
merging corporations be and they hereby are, authorized and
directed to all further action and to execute all documents
they deem necessary or advisable to consummate the said
merger and to amend any of the terms of the said Plan of
Merger, and further
BE IT RESOLVED: That the Secretary of each said corporation
is hereby authorized to certify as to the Consent of the sole
shareholder of the Plan of Merger, or within the Articles of
Merger.
AMERCO, a Nevada corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
CERTIFICATE
STATE OF OREGON
OFFICE OF THE SECRETARY OF STATE
Corporation Division
I, ▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary of State of Oregon, and Custodian of the Seal of
said State, do hereby certify:
That the attached Document File for:
U-HAUL CO. OF OREGON
is a true copy of the original documents
that have been filed with this office.
In Testimony Whereof, I have hereunto set my
hand and affixed hereto the Seal of the State
of Oregon.
▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary of State
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
August 5, 2003
Come visit us on the internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
FAX (▇▇▇) ▇▇▇-▇▇▇▇
1105
[ILLEGIBLE] verifying and observing Articles of Incorporation in duplicate to
the Corporation Commissioner. The procedure for the formation of business
corporations is set forth in ORS [ILLEGIBLE] for the content of Articles of
Incorporation.
FILE NO. 89712
ARTICLES OF INCORPORATION
OF
U-HAUL CO. OF OREGON
The undersigned natural person(s) of the age of twenty-one years or
more acting as incorporators under the Oregon Business Corporation Act, adopt
the following Articles of Incorporation:
ARTICLE I The name of this corporation is U-HAUL CO. OF OREGON
--------------------------------------------------------------------------------
(The corporate name must contain the word "Corporation". "Company".
"Incorporated" or "Limited" or an abbreviation of one of such words.)
and its duration shall be PERPETUAL
ARTICLE II The purpose or purposes for which the corporation is organized are:
To rent and lease to the general public trailers,
semi-trailers, trucks, passenger automobiles and other equipment,
tools, machinery, vehicles and property of any and every kind and
description, and to purchase or otherwise acquire and operate any
facilities useful for the conduct of the business enterprises of this
corporation.
In general, to carry on any other business in connection with
the foregoing, and to have and exercise all powers conferred by the
laws of the State of Oregon upon corporations, and to engage in any
lawful activity within the purposes for which corporations may be
organized under the Oregon Business Corporation Act.
(It is not necessary to set forth in the articles any of the corporate powers
enumerated in ORS 57.030 and 57.035. It is sufficient to state, either alone or
with other purposes. "That the corporation may engage in any lawful activity for
which corporations may be organized under ORS Chapter 57": however, it is
desirable to state the primary purpose of the corporation in conjunction with
such statement.)
ARTICLE III The aggregate number of shares which the corporation shall have
authority to issue is 2,500 shares of common stock with a par value of Ten
($10.00) Dollars per share
(Insert statement as to par value of such shares or a statement that all of such
shares are to be without per value. If there is more than one class of stock.
Insert a statement as to the preferences, limitations and relative rights of
each class.)
ARTICLE IV The address of the initial registered office of the corporation is
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
--------------------------------------------------------------------------------
Street Number (Zip Code)
and the name of its initial registered agent at such address is C.T. CORPORATION
SYSTEM
ARTICLE V The number of directors constituting the initial board of directors of
the corporation is Three (3) and the names and address of the persons who are to
serve as directors until the first annual meeting of shareholders or until their
successors are elected and shall qualify are:
Name Address
---- -------
(Street and Number) (City and State) (Zip)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
▇▇▇▇▇▇ [ILLEGIBLE] ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
----------------------- ---------------------------------------------
----------------------- ---------------------------------------------
ARTICLE VI The name and address of each incorporation is:
Name Address
---- -------
(Street and Number) (City and State) (Zip)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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ARTICLE VII (Add provisions for the regulation of the internal affairs of the
corporation as may be appropriate.)
STATE OF ARIZONA, )
) ss.
County of MARICOPA. )
We, the undersigned, being all the incorporators, herewith execute the
foregoing, and being first duly sworn, declare the statements contained therein
are true.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Subscribed and sworn to before me this 7TH day of May, 1970.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Notary Public for: State of Arizona
My commission expires: 8-13-72
File with Corporation Commissioner, Commerce Bldg, ▇▇▇ ▇▇▇▇ ▇▇., ▇.▇.,
▇▇▇▇▇▇ ▇▇▇▇▇.
CONSENT TO USE OF SIMILAR NAME
To the Secretary of State
State of Oregon
The undersigned corporation hereby consents to the use of a similar
name:
1. The name of the consenting corporation is U-HAUL CO., a corporation
organized and existing under the laws of the State of Oregon.
2. The name of the corporation to which this consent is given and which is
about to be organized under the laws of this State is:
U-HAUL CO. OF OREGON and
U-HAUL CO. OF SOUTHERN OREGON
IN WITNESS WHEREOF, this corporation has caused this consent to be
executed this 29th day of January, 1970.
U-HAUL CO.
By: /s/ [ILLEGIBLE]
------------------------------
President
ATTEST:
By: /s/ [ILLEGIBLE]
------------------------------
Secretary
STATE OF OREGON )
) ss.
COUNTY OF MULTNOMAH )
Before me, a Notary Public, personally appeared known to me to be the
person who executed the foregoing instrument, and acknowledged that he executed
the same for the purpose therein contained and that the statements therein
contained are truly set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 29
day of Jan., 1970.
By: /s/ [ILLEGIBLE]
-------------------------------
Notary Public
My Commission Expires Aug 14, 1970
ARTICLES OF AMENDMENT
OF
U-HAUL CO. OF OREGON
Pursuant to ORS 57.360 (1), a majority of the shareholders of the
corporation entitled to vote thereon adopt the following Articles of Amendment:
1. The name of the corporation prior to this amendment is U-HAUL
CO. OF OREGON.
2. The following amendment of the Articles of Incorporation was
adopted by the shareholders on August 12, 1970:
"ARTICLE I.
The name of this corporation is AMERCO MARKETING CO. OF
OREGON, and its duration shall be perpetual."
3. The total number of shares which, at time of adoption of
amendment, were outstanding was 500; entitled to vote thereon
was 500; voted for amendment was 500; voted against amendment
was none.
4. No shares of any class were entitled to vote on such amendment
as a class.
5. The amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
6. The amendment does not effect a change in amount of stated
capital.
STATE OF OREGON )
) ss.
COUNTY OF MULTNOMAH )
We, the undersigned, herewith execute the foregoing and, being first
duly sworn, declare the statements contained therein are true.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - President ▇▇▇▇▇▇ ▇▇▇▇▇▇ - Secretary
Subscribed and sworn to before me this 22 day of September, 1970.
/s/ [ILLEGIBLE]
----------------------------------
Notary Public for
My commission expires Aug 31, 1974
(NOTARIAL SEAL)
ARTICLES OF AMENDMENT
OF
AMERCO MARKETING CO. OF OREGON
(Present (not new) Corporate Name)
Pursuant to ORS 57.360(1), a majority of the shareholders of the
corporation entitled to vote there-on adopt the following Articles of
Amendment:
1. The name of the corporation prior to this amendment is:
AMERCO MARKETING CO. OF OREGON
2. The following amendment of the Articles of Incorporation was adopted
by the shareholders on FEBRUARY 21, 1973.
(The article or articles being amended should be set forth in full as
they will be amended to read.)
ARTICLE I
"The name of the corporation is U-HAUL CO. OF OREGON."
3. Indicate total number of shares which, at time of adoption of
amendment, were outstanding 500; entitled to vote thereon 500; voted for
amendment 500; voted against amendment -0-.
4. If the shares of any class were entitled to vote on such amendment
as a class, designate the number of outstanding shares entitled to vote thereon
and the number of shares of each such class voted for and against such
amendment:
NUMBER OF SHARES
OUTSTANDING AND NUMBER OF SHARES VOTED
CLASS ENTITLED TO VOTE FOR AGAINST
----- ----------------- --- -------
Common 500 500 -0-
5. If amendment provides for an exchange, reclassification or
cancellation of issued shares, and the manner in which the same shall be
effected is not otherwise set forth herein, the exchange, reclassification or
cancellation shall be effected as follows:
[ILLEGIBLE]
no change
6. If amendment effects a change in amount of stated capital, the
amount of stated capital as changed is $ -0- Change effected as follows:
no change
We, the undersigned, declare under the penalties of perjury that we
have examined the foregoing and to the best of our knowledge and belief it is
true, correct and complete.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President Secretary
Dated 2-26, 1973
ARTICLES OF MERGER
OF
U-HAUL CO. OF SOUTHERN OREGON
INTO
U-HAUL, CO. OF OREGON
Pursuant to the Oregon Business Corporation Act, Section 57.470, the
undersigned corporations hereby adopt the following Articles of Merger for the
purpose of merging into one surviving corporation.
I.
1. The name of the Surviving Corporation is U-Haul Co. of Oregon, an
Oregon corporation.
2. The name of the Absorbed Corporation is U-Haul Co. of Southern Oregon,
an Oregon corporation.
II.
The Plan of Merger which is attached hereto and by reference
incorporated herein was approved by the directors and the sole shareholder of
each of the Constituent Corporations in accordance with the laws of the State of
Oregon.
III.
The number of shares outstanding, the number of shares entitled to vote
upon the Plan of Merger and the number of shares voted for and against said Plan
as to each corporation was as follows:
U-Haul Co. of Southern Oregon:
Number of Shares Number of Shares Number Number
Outstanding Entitled to Vote Vote For Voted Against
----------- ---------------- -------- -------------
500 500 500 -0-
U-Haul Co. of Oregon;
Number of Shares Number of Shares Number Number
Outstanding Entitled to Vote Vote For Voted Against
----------- ---------------- -------- -------------
500 500 500 -0-
Executed this 26 day of AUGUST, 1977
U-Haul Co. of Oregon, an Oregon corporation
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇ - President
(CORPORATE SEAL) By: /s/ ▇▇▇▇▇▇ Hadwall
---------------------------------------
▇▇▇▇▇▇ Hadwall - Secretary
U-Haul Co. of Southern Oregon,
an Oregon corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ - President
(CORPORATE SEAL) By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇ - Secretary
▇▇▇ ▇▇▇▇▇▇, being first duly sworn, for himself deposes and says: that
he has read the foregoing certificate and that the matters set forth therein are
true and correct of his own knowledge.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------------------
▇▇▇ ▇▇▇▇▇▇
Subscribed and sworn to before me
this 2 day of Sept., 1977
/s/ [ILLEGIBLE]
----------------------------------
Notary Public
[ILLEGIBLE]
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, being first duly sworn, for himself deposes and says:
that he has read the foregoing certificate and that the matters set forth
therein are true and correct of his own knowledge.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Subscribed and sworn to before me
this 26th day of August, 1977
/s/ [ILLEGIBLE]
----------------------------------
Notary Public
My Commission Expires Aug 13, 1980
-3-
This Plan of Merger is entered into by U-Haul Co. of Southern Oregon,
Absorbed Corporation. U-Haul Co. of Oregon, Surviving Corporation, both Oragon
corporations and together referred to as Constituent Corporations, hereby
WITNESSETH THAT:
The Boards of Directors, and the sole shareholder of the Constituent
Corporations by written consent, have determined it to be advisable that
Absorbed Corporation be merged into Surviving Corporation in accordance with the
Oregon Business Corporation Act Section 57.455 under which the following Plan is
adopted:
I.
Constituent Corporations shall be merged, by ABSORBED Corporation
merging into Surviving Corporation. The separate existence of ABSORBED
Corporation shall cease and the existence of Surviving Corporation shall
continue unaffected and unimpaired by the merger with all the rights,
privileges, immunities and powers, and subject to all the duties and liabilities
of a corporation organized under the Oregon Business Corporation Act.
II.
The provisions for handling the shares of stock of the Constituent
Corporations are as follows:
1. All issued and outstanding shares of stock of Absorbed
Corporation shall be cancelled.
2. On the effective date of the merger and when the
aforementioned cancellation has been affected, the outstanding stock of the
Surviving Corporation shall be deemed for all corporate purposes to evidence the
ownership of the Constituent Corporations.
III.
The Articles of Incorporation of Surviving Corporation shall continue
to be its Articles of Incorporation until altered or amended, and shall not be
affected by this merger.
Each of the Constituent Corporations shall take or cause to be taken
all action or all things necessary, proper or advisable under the laws of the
State of Oregon to consummate and make effective the merger subject, however, to
the consent of their sole shareholder, and the President and Secretary of each
Constituent Corporation are authorized and directed to perform all section
Required for accomplishing and filing this Plan of Merger.
In Witness Whereof the corporate parties hereby execute this plan of
Merger this 27th day of April, 1977.
SURVIVOR: U-Haul Co. of Oregon,
an Oregon corporation
By: /s/ ▇▇▇ ▇▇▇▇▇▇
------------------------------------------
▇▇▇ ▇▇▇▇▇▇, President
(CORPORATE SEAL)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary
ABSORBED: U-Haul Co. of Southern Oregon,
an Oregon corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
(CORPORATE SEAL)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, Secretary
-2-
PLAN/AGREEMENT/ARTICLES OF MERGER
This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 1st day of August,
1989, entered into by U-Haul Co. of Oregon an Oregon corporation, the surviving
corporation and Southgate Rental Equipment Repair Shop, Inc., an Oregon
corporation, the Absorbed Corporation, and together referred to as the
Constituent Corporations hereby witnesseth that:
The respective Boards of Directors and the Sole Shareholder by
resolution have determined it to be advisable that the Absorbed Corporation be
merged into the Surviving Corporation under the terms and conditions hereinafter
set forth in accordance with the applicable provisions of the General
Corporation Law of the State of Oregon which laws permit such merger.
NOW THEREFORE, the parties hereto do agree as follows:
I
The Articles of Incorporation of the Surviving Corporation shall
continue to be its Articles of Incorporation, unless altered or amended below,
following the effective date of the merger.
II
The executed PLAN/AGREEMENT/ARTICLES OF MERGER is on file at the
Surviving Corporation's principal office. The location of that office is C.T.
Corporation System, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
III
The provisions for handling the shares of stock of the Constituent
Corporations are as follows:
(1) All issued and outstanding shares of stock of the
Constituent Corporation shall be absorbed.
(2) On the effective date of the merger and when the
aforementioned cancellation has been effected, the
outstanding shares of stock of the Surviving
Corporation shall be deemed for all corporate
purposes to evidence the ownership of the Constituent
Corporations.
IV
The number of shares outstanding and the number of shares entitled to
vote upon such PLAN/AGREEMENT/ARTICLES OF MERGER, and the number of shares voted
for and against such PLAN/AGREEMENT/ ARTICLES OF MERGER as to each corporation
was as follows:
NUMBER OF
NUMBER OF SHARES NUMBER NUMBER
COMPANY SHARES ENTITLED VOTED VOTED
NAME OUTSTANDING TO VOTE FOR AGAINST
-----------------------------------------------------------------------------
U-HAUL CO. OF 500 500 500 -0-
OREGON
SOUTHGATE RENTAL
EQUIPMENT REPAIR SHOP,
INC. 4,000 4,000 4,000 -0-
V
The Constituent Corporations shall take or cause to be taken all action
or do or cause to be done, all things necessary, proper or advisable under the
laws of the State of Oregon, to consummate and make effective this merger,
subject, however to the appropriate vote or consent to the stockholders of the
Constituent Corporation in accordance with the requirements of the State of
Oregon.
VI
The surviving Corporation hereby irrevocable appoints C T Corporation
System, as its agent to accept service of process in any suit or other
proceeding and to enforce against the surviving Corporation any obligation of
any constituent Domestic Corporation or enforce the rights of a dissenting
shareholder of any Constituent Domestic Corporation. A copy of any such process
may be mailed to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇.
VII
The Surviving Corporation shall pay all expenses of accomplishing the
merger, and assumes the responsibility for all tax liabilities of the Absorbed
Corporation.
Surviving Corporation: U-HAUL CO. OF
OREGON, an
Oregon Corporation
BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Verified
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary
Absorbed Corporation: SOUTHGATE RENTAL
EQUIPMENT REPAIR
SHOP, INC., an
Oregon Corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, President
Verified
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------
▇▇▇▇ ▇▇▇▇▇, Secretary
STATE OF OREGON
COUNTY OF MULTNOMAH
On this 14th day of August, 1989, before me, the undersigned Notary
Public, personally appeared ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, known to me to be the President of
U-Haul Co. of Oregon, an Oregon corporation that he is the person who executed
this instrument on behalf of said corporation, and acknowledged to me that such
corporation executed the same.
/s/ [ILLEGIBLE]
-----------------------------
NOTARY PUBLIC
(NOTARY SEAL) My Commission Expires 11/7/90
STATE OF OREGON
COUNTY OF MULTNOMAH
on this 14th day Of August, 1989, before me, the undersigned Notary,
Public, personally appeared ▇▇▇▇ ▇▇▇▇▇▇, known to me to be the President of
Southgate Rental Equipment Repair Shop,Inc., an Oregon corporation, that he is
the person who executed this instrument on behalf of said corporation, and
acknowledged to me that such corporation executed the same.
/s/ [ILLEGIBLE]
--------------------------------
NOTARY PUBLIC
(NOTARY SEAL) My Commission Expires 11/7/90
CONSENT OF THE SOLE STOCKHOLDER
OF
U-HAUL CO. OF OREGON
AND
SOUTHGATE RENTAL EQUIPMENT REPAIR SHOP, INC.
BOTH OREGON CORPORATIONS
AMERCO, a Nevada corporation, the sole shareholder of the above named
corporations, acting through ▇▇▇▇ ▇. ▇▇▇▇▇, on authority of the Executive
Management Team, the group designated by the Board of Directors of AMERCO to
vote the stock of all of its subsidiaries, hereby consents to and adopts the
following:
RESOLVED: That this corporation, the sole shareholder of
U-Haul Co. of Oregon, an Oregon corporation & Southgate
Rental Equipment Repair Shop, Inc., an Oregon corporation,
does hereby approve & adopt the Plan of Merger between said
corporations, whereby Southgate Rental Equipment Repair Shop,
Inc., an Oregon Corporation, shall be absorbed into U-Haul
Co. of Oregon, being the surviving corporation, all in
accordance with the Plan of Merger, and be it further
RESOLVED: That the Board of Directors and Officers of said
merging corporations be and they hereby are, authorized and
directed to all further action and to execute all documents
they deem necessary or advisable to consummate the said
merger and to amend any of the terms of the said Plan of
Merger, and further
BE IT RESOLVED: That the Secretary of each said corporation
is hereby authorized to certify as to the Consent of the sole
shareholder of the Plan of Merger, or within the Articles of
Merger.
AMERCO, a Nevada corporation
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇