EXHIBIT 3.20
BYLAWS
OF
eMOVE, INC.
A NEVADA CORPORATION
Dated: October 20, 2001
ARTICLE I
LOCATION AND CORPORATE SEAL
Section 1. Home Office of the Company
The home office of the company shall be at Phoenix, Maricopa County,
Arizona. Offices may also be maintained at such other place or places as may be
designated from time to time by the Board of Directors, where the business of
the Company may be transacted. Meetings of stockholders and of the Board of
Directors may be held at any place with the same effect as though done or held
at said Home Office.
Section 2. Corporate Seal.
The company shall have a common seal, consisting of a circle having on
the circumference thereof "eMOVE, Inc." and in the center "Incorporated Nevada
2001"
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings of Stockholders.
The first annual meeting of the stockholders of the company shall be
held on or before the first business day following the expiration of two months
from and after the filing of the articles of incorporation, but succeeding
annual meetings of stockholders shall be held on the third Wednesday of October
of each year beginning in 2002 (or on the next succeeding business day if such
be a holiday), at such place as may be specified by the secretary in a notice to
be issued by him not less than thirty days before such meeting.
Section 2. Special Meetings.
Special meetings of the stockholders may be held at any place upon call
of the Board of Directors of the president, and the secretary shall give thirty
days' notice of such meetings. Only such business as may be specified in the
notice may be transacted at special meetings.
Section 3. Quorum.
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At any meeting of the stockholders, a majority of the issued and
outstanding stock shall constitute a quorum and in the absence of a quorum, the
meeting shall be adjourned from time to time until a quorum shall be present.
Section 4. Voting.
At any meeting of the stockholders, each stockholder shall be entitled
to one vote for each share of stock owned by him, except in the case of election
of directors, when cumulative voting shall apply. Voting may be in person or by
proxy and proxies may be given for more than one meeting.
Section 5. Waiver of Notice.
Any meeting shall be deemed to have been validly and legally called and
held if all of the stockholders of record on the day of the meeting sign a
written waiver of notice, either before or after the meeting. No such waiver
shall be necessary in case all stockholders are actually present in person at
the meeting, in which event notice shall conclusively be deemed to have been
waived.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number and Election.
The Board of Directors shall consist of not less than one nor more than
nine. At succeeding annual meetings, the stockholders shall elect five directors
for one-year terms expiring at the annual meeting. Between annual meetings, the
remaining directors shall elect directors to fill vacancies occurring from any
cause, but any director so elected shall serve only until the next annual
meeting.
Section 2. Powers and Duties.
It shall be the duty of the Board of Directors to control and manage
the property and business of the corporation, to appoint from its own membership
or otherwise the officers of the corporation who may serve under written or oral
contract at the pleasure of the Board. The Board shall have the power to enter
into written contracts with officers for terms extending beyond their own terms
of office. Generally and without limitation, the Board shall have the power and
shall operate the business of the corporation in a prudent and careful manner to
the best interests of the policyholders and stockholders.
Section 3. Regular Meetings.
After the adjournment of the annual meeting of the stockholders 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
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required for such meeting. The meeting may be held within or without the State
of Arizona. Regular meetings, other than 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 President or by any one member of the Board giving written notice thereof to
the President of said corporation, or said special meetings may be called
without notice by unanimous written consent of all the members by the presence
of all the members of said Board at any such meetings. The special meetings of
the Board of Directors may be held within or without the State of Arizona.
Section 5. Quorum.
A majority of the membership of the Board of Directors, but not less
than five, shall constitute a quorum.
ARTICLE IV
OFFICERS
Section 1. Designation of Titles.
The titles of officers of the corporation may be, but shall not be,
required to include a Chairman of the Board, a President, one or more
Vice-Presidents, a Secretary, a Treasurer, and such Assistant Secretaries,
Registrar, Assistant Treasurers and other officers as may be deemed necessary or
expedient for the proper conduct of the business of the corporation. Any two or
more of such offices, except those of President and Secretary, may be held by
the same person. The Board of Directors may leave any office vacant
indefinitely, so long as there be a President or a Vice-President and a
Secretary or an Assistant Secretary available to act.
Section 2. Selection of Officers.
The directors shall choose the officers of the corporation, who shall
serve at the pleasure of the Board and may be removed from office at any time by
the Board, by the affirmative vote of the holders of a majority of the shares
issued and outstanding at a regular or special meeting, or by an authorization
in writing signed by the holders of a majority of the shares issued and
outstanding.
Section 3. Chairman of the Board.
The Chairman of the Board (if one shall be selected) shall preside at
all meetings of the Board of Directors, and shall perform such other duties as
may be from time to time assigned to him. If the position of Chairman of the
Board shall be unfilled, the President shall perform the duties of the office.
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Section 4. President.
The President shall preside at all meetings of stockholders. He shall
sign all policies, all deeds and conveyances, all contracts and agreements, and
all other instruments requiring execution on behalf of the corporation, and
shall act as operating and directing head of the corporation, subject to
policies established by the Board of Directors.
Section 5. Vice-Presidents.
There shall be as many Vice-Presidents as shall be from time to time
determined and they shall perform such duties as may be from time to time
assigned to them. Any one of the Vice-Presidents, as authorized by the Board,
shall have all the powers and perform all the duties of the President in case of
the temporary absence of the President or in case of his temporary inability to
act. In case of the permanent absence or inability of the President to act, the
office shall be declared vacant by the Board of Directors and a successor chosen
by the Board.
Section 6. Secretary.
The Secretary shall see that the minutes of all meetings of
stockholders, of the Board of Directors and of any standing committees are kept.
He shall be the custodian of the corporate seal, and shall affix it to all
proper instruments. He shall give or cause to be given notices of all meetings
of the stockholders and of the Board of Directors. He shall have change of all
the books and records of the Company except the books of account and in general
shall perform all the duties incident to the office of Secretary of a
corporation and such other duties as may be assigned to him.
Section 7. Treasurer.
The treasurer shall have general custody of all of the funds and
securities of the Company except such as may be required by law to be deposited
with any state official; he shall see to the deposit of the funds of the company
in such bank or banks as the Board of Directors may designate. Regular books of
account shall be kept under his direction and supervision, and he shall render
financial statements to the President, directors, policyholders and stockholders
at proper times. He shall have charge of the preparation and filing of such
reports and financial statements and returns as may be required by law. He shall
give to the Company such fidelity bonds as may be required, and the premium
therefore shall be paid for by the Company as an operating expense.
Section 8. Assistant Secretaries.
There may be such number of Assistant Secretaries as may be from time
to time determined by the Board of Directors, and such persons shall perform
such functions as may be from time to time assigned to them.
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Section 9. Assistant Treasurers.
There may be such number of Assistant Treasurers as the Board of
Directors shall from time to time fix, and such persons shall perform such
functions as may be from time to time assigned to them.
Section 10. Registrars.
There may be such number of Registrars as the Board of Directors shall
from time to time fix, and such persons shall perform such functions as may be
from time to time assigned to them.
ARTICLE V
COMMITTEES
Section 1. Executive Committee.
At the option of the Board of Directors, there shall be an Executive
Committee, which shall consist of such persons as shall be from time to time
appointed to such committee by the Board. The Executive Committee shall have all
of the powers and perform all of the functions of the Board of Directors between
regular or special meetings of the Board of Directors.
Section 2 Additional Standing Committees.
At the Option of the Board of Directors, there may be standing
Investment, Acquisitions, and Merger Committees and the Board of Directors shall
delegate such additional standing committees, as it may deem advisable. The
Board of Directors shall delegate to such standing committees such functions,
duties, and responsibilities as it may chose, and shall from time to time fix,
appoint, and remove the personnel of such committees.
Section 3. Special Committees.
The Board of Directors or the President may at any time designate such
special committees as it or he may deem advisable, may fix the duties of such
committees, and appoint and remove their personnel.
Section 4. Minutes and Record of Committees.
A record shall be kept of the proceedings and determination of all
standing committees and the reports of all Special Committees. The minutes of
the meetings of the standing Executive, Investment, Acquisitions, and Merger
committees (if such committees shall be organized) shall be preserved in the
same manner as are preserved the minutes of all meetings of the Board of
Directors.
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ARTICLE VI
AMENDMENTS
Section 1. Repeal, alteration, or amendment.
These bylaws may be repealed, altered, or amended, or substitute bylaws
may be adopted only by a majority of the Board of Directors at any time.
ARTICLE VII
LIABILITY AND INDEMNIFICATION
Section 1. Personal Liability of Directors.
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director; provided, however, that this Article shall not eliminate or
limit the liability of a director for (I) any breach of the director's duty of
loyalty to the corporation or its shareholders; (II) acts or omissions not in
good faith or which involve intentional conduct or a knowing violation of law;
(III) authorizing the unlawful payment of a dividend or other distribution on
the corporation's capital stock or the unlawful purchase of its capital stock;
(IV) a violation of Arizona Revised Statutes Section 10041 director conflicts of
interest; or (V) any transaction from which the director derived an improper
personal benefit.
Section 2. Corporate Indemnification Language Directors and Officers.
The Company shall indemnify, to the fullest extent authorized or
permitted by law, as the same exists or may hereafter be amended (but, in case
of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than such law permitted the
Company 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,
suite, 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 office of the company or by reason of the
fact that such director or officer, at the request of the Company, 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 Company 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 XIV shall not be exclusive of any
other rights to which any person may be entitled under any statue, provision of
the Articles of Incorporation, bylaw, agreement, contract, vote of stockholders
or disinterested directors, or otherwise.
In furtherance and not in limitation of the powers conferred by
statute:
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1. The Company may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Company, or
is serving in any capacity, at the request of the Company, 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, whether or not the
Company would have the power to indemnify him or her against such liability or
expense under the provisions of law; and
2. The Company may create a trust fund, grant a security interest or
lien on any assets of the Company 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.
/s/ Samuel J. Shoen
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Samuel J. Shoen, President
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