EX-3.147 146 p68936exv3w147.txt EXHIBIT 3.147 EXHIBIT 3.147 ARTICLES OF INCORPORATION of U-HAUL CO. OF WEST VIRGINIA THE UNDERSIGNED, being twenty-one years or older does hereby adopt the following Articles of Incorporation for the purpose of forming a corporation under the laws of the State of West Virginia. ARTICLE I The name of the corporation is U-HAUL CO. OF WEST VIRGINIA. ARTICLE II The period of duration of the corporation is perpetual. ARTICLE III The purpose or purposes for which the corporation is organized are to rent and lease to the general public trailers, semi-trailers, trucks, passenger automobiles and other equipment, tools, machinery, vehicles and property of any and every kind and description, and to purchase or otherwise acquire and operate any facilities useful for the conduct of the business enterprises of this corporation. In general, to carry on any other business in connection with the foregoing, and to have and exercise all powers conferred by the laws of the State of West Virginia upon corporations, and to engage in any lawful activity within the purposes for which corporations may be organized under the West Virginia General Corporation Law. ARTICLE IV The aggregate number of shares which the corporation shall have authority to issue are two thousand five hundred (2,500) shares of common stock with a par value of Ten ($10.00) Dollars each, or a total capitalization of Twenty Five Thousand ($25,000.00) Dollars. ARTICLE V The corporation will not commence business until the consideration Page one of three pages of at least One Thousand ($1,000.00) Dollars has been received for the issuance of shares. ARTICLE VI The address of its principal office shall be P.O. Box 38, City of Buffalo, State of West Virginia 25033. ARTICLE VII The initial Board of Directors shall consist of three (3) members, and the initial Board who shall act until the first annual meeting of stockholders and their successors have been elected and qualified are: Bennie Joe Brown P.O. Box 38 Buffalo, West Virginia 25033 Joe Brown P.O. Box 38 Buffalo, West Virginia 25033 Max Brown P.O. Box 38 Buffalo, West Virginia 25033 ARTICLE VIII The name and address of each incorporator and the number of shares subscribed to by each is as follows: Richard Rink 2727 North Central Avenue 90 Shares Phoenix, Arizona 85004 David L. Helsten 2727 North Central Avenue 5 Shares Phoenix, Arizona 85004 Arthur G. Seifert 2727 North Central Avenue 5 Shares Phoenix, Arizona 85004 IN WITNESS WHEREOF, we have hereunto set our hand and seal this 27th day of February, 1970. Chapter 31, Article 1, Section 6, Code, 1931, as amended. /s/ Richard Rink ------------------------ Effective June 10, 1967. Richard Rink AGREEMENT OF INCORPORATION and/or AMENDMENT prepared by: Name: David L. Helsten /s/ David L. Helsten Address: 2727 N. Central Avenue ------------------------ Phoenix, Arizona 85004 David L. Helsten /s/ Arthur G. Seifert ------------------------ Arthur G. Seifert Page two of three pages STATE OF ARIZONA ) ) ss: COUNTY OF MARICOPA ) On this 27th Day of February, 1970, before me, a Notary Public for the State of Arizona, personally appeared Richard Rink, David L. Helsten and Arthur G. Seifert, known to me to be the persons named in and who executed the foregoing instrument, and who acknowledged that they had executed the same and that the matters therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal this 27th day of February, 1970. /s/ Helen H. Delamater ----------------------------------------- Helen H. Delamater Notary Public for the State of Arizona Residing at Tempe, Arizona My Commission expires August 13, 1972 (NOTARIAL SEAL) Page three of three pages CONSENT TO USE OF SIMILAR NAME To the Secretary of State State of West Virginia 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 Virginia., and qualified in West Virginia. 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 WEST VIRGINIA IN WITNESS WHEREOF, this corporation has caused this consent to be executed this 27 day of January, 1970. U-HAUL CO. By: /s/ [ILLEGIBLE] ----------------------------- President ATTEST: /s/ [ILLEGIBLE] -------------------------- Secretary STATE OF Virginia ) ) ss. CITY OF Norfolk ) Before me, a Notary Public, personally appeared J. Lyle Campbell 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 [ILLEGIBLE] my hand and official seal this 27 day of January, l970. /s/ [ILLEGIBLE] ---------------------------- Notary Public My Commission Expires May [ILLEGIBLE] Chapter 31, Article 1, Section 6, Code, 1931, as amended. Effective June 10, 1987. [ILLEGIBLE] OF INCORPORATION and/or AMENDMENT prepared by: (Name and Address) __________________________________________________ __________________________________________________ __________________________________________________ No.6 March 23, 1970 [ILLEGIBLE] AGREEMENT OF INCORPORATION OF U-Haul Co. of West Virginia Principal Office STOCK ________________ NON-STOCK CORPORATION ________________ CORPORATION Issued to_______________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Recorded [ILLEGIBLE] 33 Page____________________________________________________ ________________________________________________________________________________ STATE OF WEST VIRGINIA [LOGO] CERTIFICATE I, JOHN B. BORHETELLER, IV SECRETARY OF STATE OF THE STATE OF WEST VIRGINIA, HEREBY CERTIFY THAT BENNIE JOE BROWN, President of U-HAUL CO. OF WEST VIRGINIA, a corporation created and organized under the laws of the State of West Virginia, has certified to me under his signature and the corporate seal of said corporation, that, at a meeting of the stockholders of said corporation, regularly held in accordance with the requirements of the law of said State, in Buffalo, West Virginia, on the 12th day of August, 1970, at which meeting all of the issued and outstanding voting stock of said corporation being represented by the holders thereof, in person, by bodies corporate or by proxy, and voting for the following resolution, the same was duly and regularly adopted and passed to-wit: "RESOLVED: That Article I of the Articles of Incorporation be amended to read as follows: The name of this corporation is AMERCO MARKETING CO. OF WEST VIRGINIA." WHEREFORE, I do declare said Change of Name to be authorized by law, and that said corporation shall hereafter be known by the name of AMERCO MARKETING CO. OF WEST VIRGINIA. GIVEN UNDER MY HAND AND THE GREAT SEAL OF THE SAID STATE, AT THE CITY OF CHARLESTON, THIS THIRD DAY OF DECEMBER 1970. [ILLEGIBLE] -------------------------------- Secreatry of State CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF U-HAUL CO. OF WEST VIRGINIA STATE OF WEST VIRGINIA ) ) ss. COUNTY OF PUTNAM ) Bennie Joe Brown and Vina Brown being first duly sworn upon their oath depose and say: 1. That they are the President and the secreatry respectively of U-HAUL CO. OF WEST VIRGINIA. 2. That at a Meeting of the Board of Directors of said corporation, duly held at Buffalo, West Virginia on August 12, 1970, the following resolution was adopted: "RESOLVED: That Ariticle I of the Articles of Incorporation be amended to reed as follows: The name of this corporation is AMERCO MARKETING CO. OF WEST VIRGINIA." 3. That the shareholders Have adopted said amendment by resolution at a meeting held at Buffalo, West, Virginia on August 12, 1970. That the wording of the amended article, as set forth in the shareholders' resolution, is the same as that set forth in the directors' resolution in Paragraph 2 above. 4. That the number of shares which voted affirmatively for the adoption of said resolution is 500, and that the total number of shares entitled to vote on or consent to said amendment is 500. 5. All of the outstanding stock of this corporation is being held by U-HAUL CO., a Virginia corporation, who has, in adoption of the resolution authorizing this amendment waived the notice of meeting of shareholders. /s/ Bennie Joe Brown ----------------------------- President (CORPORATE SEAL) /s/ Vina Brown ----------------------------- Secretary Page One of Two Pages STATE OF WEST VIRGINIA ) ) ss. COUNTY OF PUTNAM ) Bennie Joe Brown and Vina Brown, being sworn severally, each for himself, on his oath deposes and says that he is the person who executed the foregoing instrument; that he has read the same and knows the contents thereof; that the matters stated therein are true to his knowledge, except such matters as are stated to be upon information and belief and as to those matters he believes them to be true. /s/ Bennie Joe Brown ----------------------------- President /s/ Vina Brown ----------------------------- Secretary Severally sworn to and subscribed before me this 9th day of October, 1970. [ILLEGIBLE] ----------------------------- Notary Public in and for the County of Putnam, State of W.U. (NOTARIAL SEAL) Page Two of Two Pages CONSENT TO USE OF SIMILAR NAME To the Secretary of State State of West Virginia The undersigned corporation hereby consents to the use of a Similar name. 1. The name of the consentlog corporation is AMERCO, a corporation organized and existing under the laws of the State of Arizona. 2. The name of the corporation to which this consent is given and which is about to be organized under the laws of this State is: AMERCO MARKETING CO. OF WEST VIRGINIA In Witness Whereof, this corporation has caused this consent to be executed this 12 day of August, 1970. AMERCO, an Arizona corporation By: /s/ L. S. Shoen ----------------------------- L. S. Shoen - President STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) Before me, a Notary Public, personally appeared I. S. Shoen known to me to be the person who executed the foregoing instrument, and acknowledged that he executed the same for the purpose therein contained and that the statements therein contained are truly set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this [ILLIGIBLE] day of August,1910. [ILLEGIBLE] ----------------------------- Notary Public My Commission Expires Aug. 13, 1972 STATE OF WEST VIRGINIA CERTIFICATE I. EDGAR P. HEISKELL III, SECRETARY OF STATE OF THE STATE OF WEST VIRGINIA, HEREBY CERTIFY THAT [ILLEGIBLE] President of AMERCO MARKETING CO. OF WEST VIRGINIA, A corporation created and organized under the laws of the State of West Virginia, has certified to me under his Signature and the corporate Seal of Said corporation,that, at a meeting of the stockholders of said corporation, regularly held in accordance with the requirements of the law of said State, in Nitro, West Virginia , on the 22nd day of February, 1973, at which meetings two-thirds of the issued and outstanding voting stock of such corporation being represented by the holders thereof, in person, by bodies corporate or by proxy, and voting for the following resolution, the same was duly and regularly adopted and passed, to-wit: "RESOLVED: Article I, the name of the corporation has been changed from A: AMERCO MARKETING CO. OF WEST VIRGINIA, to B: U-HAUL CO. OF WEST VIRGINIA. WHEREFORE, I do declare said Change of Name has set forth in the foregoing resolution is authorized by law, and that said corporation shall hereafter be known by the name of U-HAUL CO. OF WEST VIRGINIA. Given under my hand and the Great Seal of the said (G.S.) State, at the City of Charleston, this TWENTY-EIGHT day of March, 1973. EDGAR F. HEISKELI. III, Secretary of State CONSENT TO USE OF SIMILAR NAME The undersigned corporation hereby consents to the use of a similar name: 1. The name of the consenting corporation in U-HAUL. CO., a corporation organized and existing under the laws of the State of Virginia. 2. The name of the corporation to which this consent is given and which is about to amend its corporate name is: Amerco Marketing Co. of West Virginia 3. The name the corporation shall adopt by amending its Articles of Incorporation is: U-Haul Co. of West Virginia In Witness Whereof, this corporation has caused this consent to be executed this 5th day of March, 1973. U-HAUL, CO., a(an) Virginia corporation By: /s/ Arthur G. Seifert ----------------------------- Assistant Secretary Arthur G. Seifert STATE OF ARIZONA ) ) ss. COUNTY OF ARIZONA ) Before me, a Notary Public, personally appeared Arthur G. Seifert, known to me to be the person who executed the foregoing instrument , and acknowledged that he executed the same for the purpose therein contained and that the statements therein contained are truly set forth. In Witness Whereof, I have hereunto set my hand and official seal this 4 day of March, 1973. (SEAL) [ILLEGIBLE] ------------------------------ Notary Public-State of Arizona My Commission Expires August 13, 1976 CONSENT TO USE OF SIMILAR NAME The undersigned corporation hereby consents to the use of a similar name: 1. The name of the consenting corporation is U-HAUL CO., a corporation organized and existing under the laws of the State of Virginia. 2. The name of the corporation to which this consent is given and which is about to amend its corporate name is: Amerco Marketing Co. of West Virgina 3. The name the corporation shall adopt by amending its Articles of Incorporation is: U-HAUL CO. of West Virginia In Witness Whereof, this corporation has caused this consent to be executed this 5th day of March, 1973. U-HAUL CO., a(an) Virginia corporation By: /s/ Arthur G. Seifert ----------------------------------- Assistant Secretary Arthur G. Seifert STATE OF ARIZONA ) ) ss. COUNTY OF MARIZONA ) p Before, me, a Notary Public, personally appeared Arthur G. Seifert, known to me to be the person who executed the foregoing instrument, and acknowledged that he executed the same for the purpose therein contained and that the statements therein contained are truly set forth. In Witness Whereof, I have hereunto, set my hand and official seal this 5 day of March, 1973. (SEAL) [ILLEGIBLE] --------------------------------------- Notary Public State of Arizona [ILLEGIBLE] CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF AMERCO MARKETING CO. OF WEST VIRGINIA I, Bennie, Joe Brown, President of AMERCO MARKETING CO. OF WEST VIRGINIA COMPANY, a corporation created and organized under the laws of the State of West Virginia, do hereby certify to the Secretary of State of West Virginia, that, at a meeting of the stockholders of said corporation regularly held in accordance with the requirements of the law of said State, at the office of said corporation, in Nitro, West Virginia, on the 22nd day of February, 1973, at which meeting two-thirds of the issued and outstanding voting stock of such corporation being represented by the holders thereof, in person, by bodies corporate or by proxy, and voting for the following resolution, the same was duly and regularly adopted and passed, to-wit: "RESOLVED: Article I, the name of the corporation has been changed from A: AMERCO MARKETING CO. OF WEST VIRGINIA, to B: U-HAUL CO. OF WEST VIRGINIA." Given under my hand and the seal of said corporation, this 12th day of March, 1973 (CORPORATE SEAL) (Signed) /s/ Bennie Joe Brown --------------------------------------- Bennie Joe Brown - President of AMERCO MARKETING CO. OF WEST VIRGINIA [ILLEGIBLE] Name: __________________________________ Address: _______________________________ STATE OF WEST VIRGINIA [LOGO] CERTIFICATE I, KEN HECHLER, SECRETARY OF STATE OF THE STATE OF WEST VIRGINIA HEREBY CERTIFY THAT the following and attached is a true and exact copy of the articles of merger of U-Haul Co. of West Virginia and Movers World of West Virginia, Inc., both being qualified West Virginia corporations. Therefore, I hereby issue this certificate of merger, merging Movers World of West Virginia, Inc. with and into U-Haul Co. of West Virginia, the survivor. (SEAL) GIVEN UNDER MY HAND AND THE GREAT SEAL OF THE STATE OF WEST VIRGINIA, ON THIS eighth DAY OF August 1989 /s/ Ken Hechler ----------------------------- Secretary of State FILED AUG - 8, 1989 IN THE OFFICE OF SECRETARY OF STATE WEST VIRGINA PLAN/AGREEMENT/ARTICLES OF MERGER This PLAN/AGREEMENT/ARTICLES OF MERGER dated this llth day of July, 1989, entered into by U-Haul Co. of West Virginia, the surviving corporation and Movers World of West Virginia, Inc., the Absorbed Corporation, both corporations of the State of West Virginia 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 West Virginia, 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 6114 [ILLEGIBLE] Ave., S.W., St. Albans, WV 25177. 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 --------------------------------------------------------------------------------------- Movers world of West Virginia, Inc. 100 100 100 0 U-Haul Co. of West Virginia 500 500 500 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 California, 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 West Virginia. 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 John A. Lorentz, P.O. Box 21502, Phoenix, Arizona, 85036. VII The Surviving Corporation shall pay all expenses of accomplishing the merger, and assumes the responsibility for all tax liabilities of the Absorbed Corporation. Surviving Corporation: U-HAUL CO. OF WEST VIRGINIA a West Virginia Corporation By: /s/ Chester L. Brown --------------------------------- Chester L. Brown, President Verified By : /s/ Deborha L. Smith ----------------------------- Deborha L. Smith Secretary Absorbed Corporation: MOVERS WORLD OF WEST VIRGINIA, INC., a West, Virginia Corporation By: /s/ John M.Dodds ---------------------------- John M.Dodds, President Verified By /s/ John A. Lorentz ------------------------------- John A. Lorentz, Secretary STATE OF COUNTY OF On this 23 day of August, 1989, before me, the undersigned Notary Public, personally appeared Chester Brown, known to me to be the President of U-Haul Co. of West Virginia, a West Virginia 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. [ILLEGIBLE] ---------------------------- NOTARY PUBLIC STATE OF ARIZONA CODNTY OF MARICOPA On this 3rd day of August, 1989, before me, the undersigned Notary public, personally appeared John A. Lorentz, known to me to be the Secretary of Movers World of West Virginia, Inc., a West Virginia corporation, that he is the person who executed this instrumet on behalf of said corporation, and acknowledged to me that such corporation executed the same. (NOTARIAL SEAL) [ILLEGIBLE] ---------------------------- NOTARY PUBLIC 4 UNANIMOUS CONSENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF U-HAUL OF WEST VIRGINIA A WEST VIRGINIA CORPORATION July 11, 1989 The undersigned, constituting all the members of the Board of Directors of U-Haul of West Virginia, a West Virginia corporation hereby consents to and adopt the following resolutions: RESOLVED: That this corporation does hereby agree to and approve the Plan of Merger between this corporation and Movers World of West Virginia, Inc., whereby this corporation shall be the surviving corporation, all in accordance with the copy of the Plan of Merger attached hereto, and be it further RESOLVED: That the President and Secretary of this corporation be and they hereby are authorized and directed to executed on behalf of this corporation said Plan of Merger and to do all and everything necessary to complete said merger, and RESOLVED: That said Plan be submitted to the sole shareholder of this corporation for the purpose of considering the approval of said Plan. /s/ Chester L. Brown ------------------------------------ Chester L. Brown, Director /s/ Steve Mitchell ------------------------------------ Steve Mitchell, Director /s/ James Mays, Brown ------------------------------------ James Mays, Director UNANIMOUS CONSENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF MOVERS WORLD OF WEST VIRGINIA, INC. A WEST VIRGINIA CORPORATION July 11, 1989 The undersigned, constituting all the members of the Board of Directors of Movers World of West Virginia, a West Virginia corporation, hereby consent to and adopt the following resolutions: RESOLVED: That Movers World of West Virginia, inc., does hereby agree to and approve the Plan of Merger between this corporation and U-Haul Co. of West Virginia, whereby this corporation shall be absorbed into U-Haul Co. of West Virginia, all in accordance with the copy of the Plan of Merger attached hereto, and be it further RESOLVED: That the President and Secretary of this corporation be and they hereby are authorized and directed to execute on behalf of this corporation said Plan of Merger and do all and everything necessary to complete said merger, and be it further RESOLVED: That said Plan be submitted to the sole shareholder of this corporation for the purpose of considering the approval of said Plan. /s/ John M. Dodds ---------------------------------------- John M. Dodds, Director CONSENT OF THE SOLE STOCKHOLDER OF U-HAUL CO. OF WEST VIRGINIA AND MOVERS WORLD OF WEST VIRGINIA, INC. BOTH WEST VIRGINIA CORPORATIONS July 11, 1989 AMERCO, a Nevada corporation, the sole shareholder of the above named corporations, acting through John M. Dodds, on authority of the Executive Management Team, the group designated by the Board of Directors of AMERCO to vote the stock of all of its subsidiaries, hereby consents to and adopts the following: RESOLVED: That this corporation, the sole shareholder of U-Haul Co. of West Virginia, and Movers World of West Virginia, Inc., does hereby approve and adopt the Plan of Merger between said corporations, whereby Movers World of West Virginia, Inc., shall be absorbed into U-Haul Co. of West Virginia, the surviving corporation, all in accordance with the Plan of Merger, and be it further RESOLVED: That the Board of Directors and Officers of said merging corporations be and they hereby are, authorized and directed to all further action and to execute all documents they deem necessary or advisable to consummate the said merger and to amend any of the terms of the said Plan of Merger, and further BE IT RESOLVED: That the Secretary of each said corporation is hereby authorized to certify as to the Consent of the sole shareholder of the Plan of Merger, or within the Articles of Merger. AMERCO, a Nevada Corporation By: /s/ John M. Dodds ----------------------- John M. Dodds [U-HAUL(R) LOGO] U-HAUL INTERNATIONAL/2727 N. CENTRAL AVE - P.O. BOX 21502, PHOENIX, AZ 85036-1502 - (602) 263-6011 - TELEX 668363 August 3, 1989 Secretary of State Charleston, WV 25305 Re: Merger U-Haul Co. of West Virginia (Surviving) Movers World of West Virginia, Inc. (Absorbed) Both west Virginia corporations. Dear Sir: Enclosed is an original and ine copy of Plan/Agreement/Articles of Merger for the above mentioned corporations, in the State of West Virginia. Also, enclosed is our check in the amount of $10.00, the required filing fee, made out to the Secretary of State. Please send a copy of the filed merger to the attention of the undersigned at P.O. Box 21502, Phoenix, Arizona 85036. Thank you for your attention regarding the above mentioned merger. Sincerely, Vicky Rykhus Legal Department Enclsoures