EXHIBIT 3.15
CERTIFICATE OF INCORPORATION
OF
W.W. WEIGHT REDUCTION SERVICES, INC.
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Under Section 402 of the Business Corporation Law
The undersigned, being a natural person of a least 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 W.W. WEIGHT REDUCTION
SERVICES, INC.
SECOND: The corporation is formed for the following purpose or
purposes:
To disseminate advice regarding weight reduction and control, and to
arrange lectures and other forums and symposia in relation thereto and
other aids to self-help in dieting, posture, eating habits, and
preparation of foods.
To buy, sell, import, export, produce and cause to be produced,
prepare for market, process, manufacture, freeze and quick-freeze,
desiccate, dehydrate, preserve, package, wrap, can devise formulae and
recipes for, and receive, acquire, transfer and assign options, rights,
franchises, and licenses in respect thereof, store, distribute, and
generally deal in and with, at wholesale and retail, and as principal,
agent, broker, commission merchant, or in any other lawful capacity,
unprocessed and processed foods and food products, edibles, and beverages,
and commodities of any and all kinds, and, to do any and all things
necessary, useful and convenient in furtherance of these purposes.
To do a general brokerage, trading, commission merchants', and
selling agents' business; to make and enter into all manner and kinds of
contracts, agreements, and obligations by or with any person or persons or
any incorporated or unincorporated firm or firms, for purchasing
acquiring, manufacturing, distributing, selling, and dealing in and with,
goods, wares, merchandise, and commodities, and any articles of personal
property of any kind or nature whatsoever, and generally with full power
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 devise, invent, develop, promote, manufacture, fabricate,
assemble, install, operate, service, maintain, repair, alter, buy, sell,
import, export, license as licensor or licensee, lease as lessor or
lessee, distribute, job, enter into, negotiate, execute, acquire, receive,
obtain, hold, grant, assign, and transfer contracts, selling rights,
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, any and all kinds of manual and automatic machinery, machines,
machine tools and dies, mechanical and other devices, contrivances,
appliances, equipment, accessories, supplies, techniques, and facilities
for producing, preparing, processing, blending, preserving, storing,
packaging, marketing, displaying, dispensing, and dealing in and with
food, food products, and products and articles of any and all kinds,
together with the components, resultants, and by-products thereof; and 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 laboratories, research, and experimental centers and facilities,
foundries, metal and machine shops, 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 assemble, manufacture, acquire, buy, sell, import, export,
maintain, operate, install, construct, repair, service, experiment with,
distribute, trade in, lease, rent, license, utilize, exploit, and
otherwise generally trade and deal in and with, at wholesale and retail,
and as principal, agent, factor, distributor, jobber, or in any other
lawful capacity, any and all kinds of devices, appliances, equipment, and
furnishings, and any and all kinds of goods, wares, and merchandise.
To own, lease, manage, operate, conduct and otherwise generally deal
in and with, whether as principal, agent, broker, and in any other lawful
capacity, any and all kinds or restaurants, cafes, cafeterias, tearooms,
coffee shops, refreshment stands, refreshment rooms, catering
establishments, retail shops and departments, entertainment and
recreational facilities, concessions, and other similar places for the
purpose of selling, serving, dispensing, distributing, and dealing in and
with, at wholesale and retail, prepared and unprepared foods, edibles,
refreshments, and nonalcoholic beverages of any and all kinds, and, in
connection therewith and independent thereof, to buy, acquire,
manufacture, process, prepare for market, sell, dispense, serve, deal in
and with, import and export food and food products, edibles, refreshments,
and nonalcoholic beverages of every class and description, and to furnish
entertainment, amusements, and diversions of all lawful kinds.
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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,
publicize, advertise, promote, and generally deal in and with, whether as
principal, sales, business, special, or general agent, broker, factor,
buyer, seller, mortgagor, mortgagee, promoter, finder, franchisor,
franchisee, licensor, licensee, coordinator, consultant, advisor, and in
any other lawful capacity, improved and unimproved real and personal
property of all kinds, and, without limiting the generality of the
foregoing, hotels, motels, inns, resorts, tourist courts, cabins, boarding
and lodging houses, apartment houses, tourist and travel agencies, retail
shops and departments, restaurants, cafeterias, tearooms, coffee shops,
cabarets, dining facilities, drive-ins, night clubs, catering
establishments, and related facilities for dispensing and furnishing food,
refreshments, nonalcoholic beverages, and related and unrelated products,
concessions of any and all kinds, bathing houses, swimming pools, water
craft, marine and fishing facilities, beaches and pavilions, hunting and
bridle areas, trails, and facilities, skiing, tobogganing, sledding,
skating, and other winter sport facilities, amusement, entertainment,
community, shopping and recreational centers, facilities, and
establishments of any and all kinds, and to conduct a general real estate
development, planing, operating, sales, brokerage, agency, management,
counsellors, advisory, promotional, and publicity business and a hotel,
motel, resort, amusement, and entertainment business in all its branches.
To own, operate, conduct, staff and maintain a camp or camps for
recreational purposes, to acquire all real estate and equipment necessary
therefor by purchase, lease, or otherwise, and to equip and fit out and
adapt the same for such purposes; to construct, build, operate, and
maintain, lease, hire or otherwise acquire, cabins, lodges, tents,
recreational halls, living quarters, gymnasia, stables, barns, garages,
hangars, ranges, bridle paths, country club facilities, and accommodations
of any and all kinds, horses, athletic and sporting equipment,
accessories, appliances, sites, and establishments, motorboats, canoes,
skiffs, and boats of any and all descriptions, boat houses, bath houses,
bathing beaches, tennis courts, golf courses, baseball fields, and all
facilities for sports and recreations of all kinds.
To buy and prepare food, to serve meals, refreshments of all kinds,
and such other articles and things as may be necessary for the physical
comfort and well-being of those adjourning at the camp and club, and of
their guests, friends and relatives.
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 railroad, 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,
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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 vehicles, 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 bureaus 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 make and produce pictures, portraits, likenesses and
representations of person, landscapes, scenes and things of all kinds,
either by the use of cameras and other mechanical and chemical aid and
devices or otherwise; to conduct a general art studio and atelier; to
employ and furnish the services of persons skilled in all branches and
departments of the pictorial arts; to deal in photographic and artists'
materials and supplies and in pictures and works of art of all kinds; to
develop, print, tone, finish, mount and frame films, plates and pictures
for others; to do motion picture studio, interior and out-door work of all
kinds.
To apply for, purchase, register, or in any manner to acquire, and
to hold, own, use, operate and introduce, and to sell, lease, assign,
pledge, or in any manner dispose of, and in any manner deal with patents,
patent rights, licenses, copyrights, trademarks, trade names, and
certification marks, and to acquire, own, use, or in any manner dispose of
any and all inventions, improvements, and processes, labels, designs,
brands, or other rights, and to work, operate, or develop the same, and to
carry on any business, manufacturing or otherwise, which may directly or
indirectly effectuate these objects or any of them.
To export from and import into the United States of America and its
territories and possessions, and any and all foreign countries, as
principal or agent, merchandise of every kind and nature, and to purchase,
sell, and deal in and with, at wholesale and retail, merchandise of every
kind and nature for exportation from, and importation into the United
States, and to and from all countries foreign thereto, and for exportation
from, and importation into, any foreign country, to and from any other
country foreign thereto, and to purchase and sell domestic and foreign
merchandise in foreign markets, and to do a general foreign and domestic
exporting and importing business.
To conduct and carry on the general business of printers and
publishers, and to deal in all supplies, devices, machinery, apparatus,
and implements used in, or connected with, such business, and to print,
bind, buy, sell, publish and deal in, both in the United States and
throughout the world, magazines, books, pamphlets, brochures, and other
publications of every kind, nature and description.
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To issue licenses and franchises for the exploitation of the
purposes of the Corporation and to do all things necessary, advisable and
useful for the fulfillment and promotion of the above purposes.
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 Town of
North Hempstead, 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:
Hayden E. Davis, Esq., 800 Community Drive, Manhasset, New York 11030.
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 of 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 person, firms, corporations and
associations, 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 have 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.
NINTH: The accounting period which the corporation intends to use as
its first calendar or fiscal year is the period ending September 30.
Subscribed and affirmed by me as true under the penalties of perjury
on February 5, 1976.
/s/ Robert W. Hollweg
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Robert W. Hollweg, Incorporator
800 Community Drive
Manhasset, New York 11030
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