EXHIBIT 3.19
ARTICLES OF INCORPORATION
OF
eMove, Inc.
KNOW ALL MEN BY THESE PRESENTS: That I, the undersigned, for the
purpose of forming a corporation under the laws of the State of Nevada, do
certify:
ARTICLE I
The name of the corporation is: eMove, Inc.
ARTICLE II
The principal place of business of this Corporation shall be: 2721 N.
Central Avenue, Phoenix, Arizona.
ARTICLE III
The corporation's resident agent shall be: The Corporation Trust
Company of Nevada, 6100 Neil Rd, Reno, Nevada 89511.
ARTICLE IV
The nature of the business and the objects and purposes to be
transacted, promoted, or carried on by the corporation are to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Nevada.
ARTICLE V
The corporation shall have authority to issue the following:
The number of shares of common stock which this corporation is
authorized to issue is One Thousand (1,000) shares with a par value of One Cent
($.01) per share.
ARTICLE VI
The Board of Directors shall consist of one (1) to three (3)
individuals, as determined by resolution of the Board of Directors. The initial
Board of Directors shall consist of three people, who shall serve as Director
until the annual meeting of shareholders or until his successor is elected and
qualified. The initial directors shall be:
Edward J. Shoen
2721 N. Central Avenue
Phoenix, Arizona 85004
John C. Taylor
2721 N. Central Avenue
Phoenix, Arizona 85004
Samuel J. Shoen
2721 N. Central Avenue
Phoenix, Arizona 85004
ARTICLE VII
The name and address of the incorporator is:
Thomas F. Tollison
2721 N. Central Avenue, 11th Floor
Phoenix, Arizona 85003
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ARTICLE VIII
The period of existence of the Corporation shall be perpetual.
ARTICLE IX
The corporation shall indemnify, to the fullest extent authorized or
permitted by law, as the same exists or may hereafter be amended, 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 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 directors, or as otherwise
provided.
In furtherance and not in limitation of the powers conferred by
statute:
1. The corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is serving in any capacity, at the request of the corporation,
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against any liability or expense incurred by him or her in
any such capacity, or arising out of his or her status as such,
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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 extant 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.
No director or officer shall be personally liable to the corporation or
its stockholders for damages for breach of fiduciary duty as a director or
officer, except the liability of a director or officer shall not be limited or
eliminated for: (a) acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law; or (b) the payment of distribution in
violation of Nevada Revised Statutes Section 78.300.
IN WITNESS WHEREOF, I, the aforementioned incorporator, have signed the
Articles of Incorporation this 18th day of October, 2001.
/s/ Thomas F. Tollison
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Thomas F. Tollison, Incorporator
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