EXHIBIT 3.7
CERTIFICATE OF INCORPORATION
of
WEIGHT WATCHERS CAMPS, INC.
Under Section 402 of the Business Corporation Law
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The undersigned, a natural person of the age of 21 years of age and
acting as the incorporator of the corporation hereby being formed under the
Business Corporation Law, certifies that:
FIRST: The name of the corporation is WEIGHT WATCHERS CAMPS, INC.
SECOND: The corporation formed for the following purpose or
purposes:
To take, lease, purchase or otherwise acquire, and to own, use,
hold, sell, convey, exchange, lease, mortgage, clear, improve, develop,
divide, and otherwise handle, manage, operate, maintain, control, license
the use of, publicize, advertise, promote, and generally deal in and with,
whether as principal, agent, broker, franchiser, franchisee, consultant,
advisor, co-ordinator, and in any other lawful capacity, improved and
unimproved real and personal property of all kinds, and, without limiting
the generality of the foregoing, camps, hotels, motels, inns, resorts,
tourist courts, cabins, boarding and lodging houses, apartment houses,
gymnasia, diet-control, weight-reduction, weight-control, and physical
fitness facilities of all kinds, tourist and travel agencies, retail shops
and departments, restaurants, coffee shops, cafes, taverns, refreshment
rooms, catering establishments, concessions of any and all kinds, bathing
houses, swimming pools, water craft, aquatic, fishing, tennis, golf,
hiking, and equestrian facilities, beaches and pavilions, hunting and
bridle areas, trails, and facilities, skiing, tobogganing, sledding,
skating, and other seasonal sport facilities, amusement, entertainment,
community, shopping, and recreational centers, facilities, and
establishments of any and all kinds, and development, planning, operating,
sales, brokerage, agency, management, counsellors, advisory, promotional,
and publicity business and a motel, hotel, resort, diet-control and
physical-fitness, amusement, and entertainment business in all its
branches.
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To conduct in all its branches, at wholesale and retail, as the case
may be, and as principal, sales, business, special, or general agent,
broker, factor, buyer, seller, mortgagor, mortgagee, promoter, finder,
franchiser, franchisee, licensor, licensee, coordinator, consultant,
advisor, jobber and distributor, as the case may be, and in any other
lawful capacity, the business of acquiring, owning, erecting,
constructing, developing, renovating, operating, managing, supervising,
and generally dealing in and with restaurants, refreshment stands and
booths, cafeterias, tea rooms, snack bars, coffee shops, dining
facilities, drive-ins, taverns, night clubs, catering establishments,
automatic vending devices, and related facilities for dispensing and
furnishing food, confections, alcoholic and non-alcoholic beverages and
related and unrelated products, retail shops, departments and concessions
for the sale of merchandise and services of all kinds, and camps, camping
facilities, parking areas, hotels, motels, inns, tourist courts, service
stations, and recreational and entertainment facilities of all kinds, and
the business of creating, developing, producing, preparing, packaging,
marketing, dispensing, and distributing food, confections, alcoholic and
non-alcoholic beverages and related and unrelated products, and supplies,
equipment, and furnishings of all kinds.
To disseminate advice regarding weight reduction and control, and to
arrange lectures and other forum and symposia in relation thereto and
other aids to self-help in dieting, posture, eating habits, and
preparation of foods.
To promote, organize, plan and conduct trips, tours, and excursions
by railroad, steamship, motor vehicle, or aircraft, or by any other means,
for individuals or groups of individuals, in and to any part of the world.
To arrange for the transportation of individuals or groups of
individuals by railroads, steamship, motor vehicle, aircraft, or
otherwise, in connection with the conduct of a general travel and tourist
agency, and to provide or procure, and to cause to be provided or
procured, hotel and other accommodations for the comfort, convenience, and
entertainment of individuals or groups of individuals who are members of
any trip or tour conducted by the corporation.
To furnish travel directors, guides, couriers, assistants, and
interpreters; to procure and sell, and cause to be procured and sold,
transportation tickets on railroads, steamships, motor vehicle, and
aircraft; to act as representative of steamship, railroad, airline, motor
vehicle, and other companies devoted to the transportation and carriage of
passengers and freight, in the sale of tickets on all vehicles, ships,
railroads, railways, airlines, and other facilities; to conduct
information bureau, for travelers; and in general, to do all other things
that are necessary or pertinent to the conduct of a travel and tourist
agency.
To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export,
license as licensor or licensee, lease as lessor or lessee, distribute,
job, enter into, negotiate, execute, acquire, and assign contracts in
respect of, acquire, receive,
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grant, and assign licensing arrangements, options, franchises, and other
rights in respect of, and generally deal in and with, at wholesale and
retail, as principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor,
and in any other lawful capacity, goods, wares, merchandise, commodities,
and unimproved, improved, finished, processed, and other real, personal,
and mixed property of any and all kinds, together with the components,
consultants, and by-products thereof; to acquire by purchase or otherwise
own, hold, lease, mortgage, sell, or otherwise dispose of, erect,
construct, make, alter, enlarge, improve, and to aid or subscribe toward
the construction, acquisition or improvement of any factories, shops,
storehouses, buildings, and commercial and retail establishments of every
character, including all equipment, fixtures, machinery, implements and
supplies necessary or incidental to, or connected with, any of the
purposes or business of the corporation; and generally to perform any and
all acts connected therewith or arising therefrom or incidental thereto,
and all acts proper or necessary for the purpose of the business.
To engage generally in the real estate business as principal, agent,
broker, and in any lawful capacity, and generally to take, lease,
purchase, or otherwise acquire, and to own, use hold, sell, convey,
exchange, lease, mortgage, work, clear, improve, develop, divide, and
otherwise handle, manage, operate, deal in and dispose of real estate,
real property, lands, multiple-dwelling structures, houses, buildings and
other works and any interest or right therein; to take, lease, purchase or
otherwise acquire, and to own, use, hold, sell, convey, exchange, hire,
lease, pledge, mortgage, and otherwise handle, and deal in and dispose of,
as principal, agent, broker, and in any lawful capacity, such personal
property, chattels, chattels real, rights, easements, privileges, chooses
in action, notes, bonds, mortgages, and securities as may lawfully be
acquired, held, or disposed of; and to acquire, purchase, sell, assign,
transfer, dispose of, and generally deal in and with, as principal, agent,
broker, and in any lawful capacity, mortgages and other interests in real,
personal, and mixed properties; to carry on a general construction,
contracting, building, and realty management business as principal, agent,
representative, contractor, subcontractor, and in any other lawful
capacity.
To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, develop,
enjoy, turn to account, grant licenses and immunities in respect of,
manufacture under and to introduce, sell, assign, mortgage, pledge or
otherwise dispose of, and, in any manner deal with and contract with
reference to:
(a) inventions, devices, formulae, processes and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes,
copyrights, assigns, and similar rights, trade-marks, trade
symbols and other indications of origin and ownership granted
by or recognized under the laws of the United States of
America or of any state or subdivision thereof, or of any
foreign country or subdivision thereof, and all rights
connected therewith or appertaining thereunto;
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(c) franchise, licenses, grants and concessions.
To have, in furtherance of the corporate purposes, all of the powers
conferred upon corporations organized under the Business Corporation Law
subject to any limitations thereof contained in this certificate of
incorporation or in the laws of the State of New York.
THIRD: The office of the corporation is to be located in the
incorporated Village of Great Neck, County of Nassau, State of New York.
FOURTH: The aggregate number of shares which the corporation shall
have authority to issue is two hundred, all of which are without par value, and
all of which are of the same class.
FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address within the State of New York to which the Secretary of State
shall mail a copy of any process against the corporation served upon him is: c/o
Davis, Gilbert, Levine & Schwartz, Esqs., 500 Fifth Avenue, New York, New York
10036.
SIXTH: The duration of the corporation is to be perpetual.
SEVENTH: No holder of any of the shares of any class of the
corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class of the corporation which the
corporation proposes to issue or any rights or options which the corporation
proposes to grant for the purchase of shares of any class of the corporation or
for the purchase of any shares, bonds, securities, or obligations of the
corporation which are convertible into, or exchangeable for, or which carry any
rights, to subscribe for, purchase, or otherwise acquire shares or any class of
the corporation and any and all of such shares, bonds, securities or obligations
of the corporation, whether now or hereafter authorized or created, may be
issued, or may be reissued or transferred if the same have been reacquired and
have treasury status, and any and all of such rights and options may be granted
by the Board of Directors to such persons, firms, corporations and associates,
and for such lawful consideration, and on such terms, as the Board of Directors
in its discretion may determine, without first offering the same, or any
thereof, to any said holder. Without limiting the generality of the foregoing
stated denial of any and all preemptive rights, no holder of shares of any class
of the corporation shall any preemptive rights in respect of the matters,
proceedings, or transactions specified in subparagraphs (1) to (6), inclusive,
of paragraph (e) of Section 622 of the Business Corporation Law.
EIGHTH: Except as may otherwise be specifically provided in this
certificate of incorporation, no provision of this certificate of incorporation
is intended by the corporation to be construed as limiting, prohibiting, denying
or abrogating any of the general or specific powers or rights,
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conferred under the Business Corporation Law upon the corporation, upon its
shareholders, bondholders, and security holders, and upon its directors,
officers, and other corporate personnel, including, in particular, the power of
the corporation to furnish indemnification to directors and officers in the
capacities defined and prescribed by the Business Corporation Law and the
defined and prescribed rights of said persons to indemnification as the same are
conferred by the Business Corporation Law.
Subscribed and affirmed by me as true, under the penalties of
perjury on December 30, 1968.
/s/ Frances A. Wrigley
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Frances A. Wrigley, Incorporator
90 Broad Street
New York, New York 10004