EXHIBIT 3.17
CERTIFICATE OF INCORPORATION
OF
W.W.I. EUROPEAN SERVICES, LTD.
Under Section 402 of the
Business Corporation Law
The undersigned, natural persons of the age of eighteen years or over,
desiring to for a corporation pursuant to the provisions of the Business
Corporation Law of the State of New York, hereby certify as follows:
FIRST: The name of the corporation is
W.W.I. EUROPEAN SERVICES, LTD.
SECOND: The purposes for which it is formed are as follows:
To provide management and consultant services in Europe in the field
of weight reduction and control.
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 precessed 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 of 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
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and with, import and export food and food products, edibles, refreshments, and
no alcoholic beverages of every class and description, and to furnish
entertainment, amusements, and diversions of all lawful kinds.
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, planning, 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.
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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 procured, 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 procure and sold,
transportation tickets or railroads, steamships, motor vehicles, and aircraft;
to act as representative of steamship, railroad, airline, motor vehicle, 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 persons, 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 in the United States, and to and from all
countries foreign thereto, and for
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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 domestic markets and 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.
To issue licenses and franchises for the exploitation of the
purposes of this 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 in the State of New York shall 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 (200) shares all of which are without par
value.
FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served, and the
address to which the Secretary of State shall mail a copy of any process against
the corporation served upon him is c/o Heyden E. Davis, 800 Community Drive,
Manhasset, New York 11030.
SIXTH: The shareholders, or the Board of Directors of the corporation
without the assent or vote of the shareholders, shall have the power to adopt,
alter, amend or repeal the By-Laws of the corporation.
IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury; this 4th day of
June, 1979.
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Name Address
- ---- -------
/s/ Palmeria Kelley 9 East 40th Street
- ------------------- New York, New York 10016
Palmeria Kelley - Incorporator
/s/ Maria Silvestri 9 East 40th Street
- ------------------- New York, New York 10016
Maria Silvestri - Incorporator
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CERTIFICATE OF INCORPORATION
OF
W.W.I. EUROPEAN SERVICES, LTD.
Under Section 402 of the
Business Corporation Law
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED JUNE 11, 1979
AMT OF CHECK $60
FILING FEE $50
TAX $___________________________________
COPY $__________________________________
CERT $__________________________________
REFUND $________________________________
BY:_____________________________________
Mildred J. Zilko, Esq.
800 Community Drive
Manhasset, New York 11030