EXHIBIT 3.20
Limited Liability Company Agreement
of
AWI No. 1, LLC
Active West, Inc., a California corporation (the "Sole Member"), has
formed, on December 30, 1997, a limited liability company (the "Company"),
pursuant to and in accordance with the Delaware Limited Liability Company
Delaware Act, 6 Del. C. (section) 18-101, et seq. (the "Delaware Act"), and
hereby declares the following to be the Limited Liability Company Agreement (the
"Agreement") of the Company:
1. Formation. The Company was formed upon the filing of
a Certificate of Formation with the Delaware Secretary of State by an
authorized agent of the Company.
2. Name. The name of the Company formed is AWI No. 1, LLC.
3. Purpose. The Company is a single member limited
liability company formed for any purpose permitted under the Delaware Act.
4. Registered Office and Agent; Principal Office. The
Company's registered office and registered agent for service of process in
Delaware pursuant to Section 18-104 of the Delaware Act shall be United
Corporate Services, Inc., 15 East North Street, Dover, Delaware 19901,
County of Kent. The principal office of the Company shall be located at 2050
South Bundy Drive, Suite 215, Los Angeles, California 90025. The identity
of the Company's registered office and agent, and the location of the
Company's principal office, may be changed at will by the Sole Member.
5. Powers of the Company. Subject to the limitations set forth
in this Agreement and the certificate of formation of the Company
("Certificate of Formation"), the Company shall possess and may exercise all
of the powers and privileges granted to it by the Delaware Act, by any other
law or by this Agreement, together with all powers incidental thereto, so far
as such powers are necessary or convenient to the conduct, promotion or
attainment of the purposes of the Company set forth in the Certificate of
Formation.
6. Powers of the Sole Member. The Sole Member shall have
the power to exercise any and all rights and powers granted to members of a
limited liability company pursuant to the Delaware Act and the express terms
of this Agreement.
7. Limited Liability. Except as otherwise provided by the Delaware Act,
the debts, obligations and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, and the Sole Member shall not be obligated for any
such debt, obligation or liability of the Company by reason of being a member of
the Company.
8. Contributions. Contributions to the capital of the Company
shall be made as determined by the Sole Member.
9. Distributions. Distributions shall be made to the Sole
Member at the times and in the aggregate amounts determined by the Sole
Member.
10. Management. Management of the Company shall be
vested exclusively in the Sole Member. The Sole Member shall have the
power to do any and all acts necessary, convenient or incidental to or for the
furtherance of the purposes of the Company, including all powers, statutory
or otherwise, possessed by members of a limited liability company under the
Delaware Act. The Sole Member shall have the authority to bind the
Company.
11. Assignments. The Sole Member may freely assign its
membership interest in the Company in whole or in part. If the Sole Member
transfers all of its membership interest in the Company pursuant to this
Section, the transferee shall be admitted to the Company as the Sole Member
upon its execution of an instrument signifying its agreement to be bound by
the terms and conditions of this Agreement. Such admission shall be deemed
effective upon the transfer, and upon such admission, the transferor Sole
Member shall cease to be a member of the Company.
12. Dissolution. The Company shall be dissolved and its
affairs wound up upon the occurrence of any of the following events:
(a) End of Term. January 1, 2050.
(b) Election of Sole Member. The written election of the Sole Member
to dissolve the Company, made at any time and for any reason.
(c) Dissolution Event. As otherwise provided under Delaware law.
13. Amendment. This Agreement may be amended only in a
writing signed by the Sole Member.
14. Severability. Every term and provision of this Agreement is intended
to be severable, and if any term of provision of this Agreement is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the legality or validity of the remainder of this Agreement.
15. No Third-Party Rights. No person other than the Sole
Member shall have any legal or equitable rights, remedies or claims under or
in respect of this Agreement, and no person other than the Sole Member
shall be a beneficiary of any provision of this Agreement.
16. Governing Law. This agreement shall be governed by and
construed under the laws of the State of Delaware, excluding any conflicts of
laws rule or principle that might refer the governance or construction of this
agreement to the law of another jurisdiction.
IN WITNESS WHEREOF, the Sole Member has caused this
Agreement to be executed by its authorized officer, as of the date first written
above.
ACTIVE WEST, INC.,
a California corporation
By: /s/ Mark A. Spiegel
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Mark A. Spiegel, Secretary
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY "AWI NO. 1, LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF
DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS
OF THIS OFFICE SHOW, AS OF THE SIXTH DAY OF FEBRUARY, A.D. 1998.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE NOT BEEN
ASSESSED TO DATE.
[SEAL] Great Seal of the State of Delaware
1793.1847.1907
/s/ Edward J. Freel
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Edward J. Freel, Secretary of State
[SEAL] Secretary's Office
1793 Delaware 1855
AUTHENTICATION: 8907745
DATE: 02-06-98