EXHIBIT 3.28
COMPANY LIMITED BY SHARES.
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Articles of Association
OF
WEIGHT WATCHERS (FOOD PRODUCTS) LIMITED
PRELIMINARY
1. The regulations contained in Part I of Table A in the First
Schedule to The Companies Act, 1948 (such Table being hereinafter called "Table
A"), shall apply to the Company save in so far as they are excluded or varied
hereby; that is to say, Clauses 24, 53, 75, 79, 126 and 130 in Part I of Table A
shall not apply to the Company; and in addition to the remaining Clauses in Part
I of Table A, as varied by these Articles, the following shall be the
regulations of the Company.
2. The Company is a private Company and Clauses 2, 3, 4, 5 and 6 in
Part II of Table A as varied by these Articles shall accordingly apply to the
Company.
SHARES
3. The shares shall be under the control of the Directors, who may
allot and dispose of or grant options over the same to such persons, on such
terms, and in such manner as they think fit, subject to the provisions of the
next following clauses hereof (Clause 4).
4. Subject to any directions to the contrary that may be given by
the Company in general meeting, any original shares for the time being unissued
and any new shares from time to time to be created, shall in the first instance
be offered to the members in proportion (as nearly as may be) to the existing
shares held by them, and such offer shall be made by notice specifying the
number of shares to which the member is entitled and limiting a time within
which the offer if not accepted shall be deemed to be declined; and after the
expiration of such time or on receipt of an intimation from the member to whom
the notice is given that he declines to accept the shares, the Directors may
dispose of the same in such manner as they think most beneficial to the Company.
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13. A Director may vote as a Director in regard to any contract or
arrangement in which he is interested or upon any matter arising thereout, and
if he shall so vote his vote shall be counted and he shall be reckoned in
estimating a quorum when any such contract or arrangement is under
consideration; and Clause 84 in Part I of Table A shall be modified accordingly.
14. Any Director may appoint any person approved by the Board to be
an alternate Director and such appointment shall have effect and such appointee,
whilst he holds office as an alternate Director, shall be entitled to receive
notice of Meetings of Directors and to attend and vote thereat, but he shall not
require any qualification and shall not be entitled to any remuneration from the
Company otherwise than out of the remuneration of the Director appointing him
and agreed between the said Director and the appointee. Such appointment may be
revoked at any time by the appointor or by a resolution of the Directors or by
an Ordinary Resolution of the Company in General Meeting. Any appointment or
revocation made under this clause, shall be in writing under the hand of the
Director making the same.
DISQUALIFICATION OF DIRECTORS
15. The office of a Director shall be vacated:-
(1) If he resigns his office by notice in writing to the
Company.
(2) If he becomes bankrupt or enters into any arrangement with
his creditors.
(3) If he is prohibited from being a Director by an order made
under section 188 of the Act.
(4) If he becomes of unsound mind.
(5) If he is removed from office by a resolution duly passed
under section 184 of the Act.
BORROWING POWERS
16. The Directors may exercise all the powers of the company to
borrower money, and to mortgage or charge its undertakings, property and
uncalled capital, or any part thereof, and to issue debentures, debenture stock,
and other securities whether outright or as security for any debt, liability or
obligation of the Company or of any third party.
17. The First Secretary of the Company shall be Brian Goldstein.
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ACCOUNTS
18. The directors shall from time to time, in accordance with
sections 148, 150 and 157 of the Companies Act 1948 and sections 16 to 22 of The
Companies Act 1967, cause to be prepared and to be laid before the Company in
general meeting such profit and loss accounts, balance sheets, group accounts
(if any) and reports as are referred to in those sections.
AUDIT
19. Auditors shall be appointed and their duties regulated in
accordance with sections 159 to 161 of the Companies Act 1948 and sections 13
and 14 of the Companies Act 1967.
INDEMNITY
20. In addition to the indemnity contained in clause 136 of Part 1
of Table A and subject to the provisions of Section 205 of the Companies Act
1948, every director, managing director, agent, auditor, secretary and other
officer of the Company shall be entitled to be indemnified out of the assets of
the Company against all losses or liabilities incurred by him in or about the
execution and discharge of the duties of his office.
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NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
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MICHAEL JOHN HOPE,
30, City Road,
London. E.C.1.
Company Formation Assistant.
BRIAN GOLDSTEIN
30, City Road,
London. E.C.1.
Company Director.
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DATED the 30th day of October 1975
WITNESS to the above signatures:
ERIC CHARLES TURNER,
30, City Road,
London. E.C.1.
Company Formation Assistant.
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THE COMPANIES ACT. 1948 to 1967
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COMPANY LIMITED BY SHARES.
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Articles of Association
OF
WEIGHT WATCHERS (FOOD PRODUCTS) LIMITED
21. The name of the company is JIFGROVE LIMITED*
22. The registered office of the company will be situated in England.
23. The objects for which the company is established are:-
(A) (1) To carry on business as producers, manufacturers, importers,
exporters and dealers in commodities, corn, flour, fruit,
nuts, tea, coffee, vegetables, sauces, spices, pickles, jams,
cheese, sugar, eggs, meat, poultry, fish, oils, starches,
gelatines, glucose, bacon, milk, cream, butter, bread,
agricultural produce and products, general farm produce,
groceries, provisions and foodstuffs and commodities
generally.
(2) To carry on business as wholesale and retail grocers and
greengrocers, bakers, fishmongers, butchers, poulterers,
florists, fruiterers and general storekeepers.
(3) To carry on business as confectioners and pastrycooks,
restaurant and tea room proprietors, refreshment caterers,
wine and spirit merchants, hotel and inn keepers, licensed
victuallers, chocolate and sweet manufacturers, coffee
grinders, ice cream manufacturers and generally foodstuffs and
provisions of all kinds.
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* By Special Resolution passed 5th May 1976 the name of the Company was
changed to "Weight Watchers (Food Products) Limited".
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(B) To carry on any other business which in the opinion of the
Directors of the Company may seem capable of being
conveniently carried on in connection with or as ancillary to
any of the above businesses or to be calculated directly or
indirectly to enhance the value of or render profitable any of
the property of the Company or to further any of its objects.
(C) To purchase, take on lease, exchange, hire or otherwise
acquire, any real or personal property or any interest in such
property and to sell, lease, let on hire, develop such
property, or otherwise turn the same to the advantage of the
Company.
(D) To build, construct, maintain, alter, enlarge, pull down,
remove or replace any buildings, works, plant and machinery
necessary or convenient for the business of the Company or to
join with any person, firm or company in doing any of the
things aforesaid.
(E) To borrower or raise money upon such terms and on such
security as may be considered expedient and in particular by
the issue or deposit of debentures or debenture stock and to
secure the repayment of any money borrowed, raised or owing by
mortgage charge or lien upon the whole or any part of the
undertaking, property and assets of the Company, both present
and future, including its uncalled capital.
(F) To supply for, purchase or otherwise acquire any patents,
licenses and the like, conferring an exclusive or
non-exclusive or limited right of user or any secret or other
information as to any invention which may seem calculated
directly or indirectly to benefit the Company, and to use,
develop, grant licenses in respect of, or otherwise turn to
account any rights and information so acquired.
(G) To purchase, subscribe for or otherwise acquire and hold and
deal with any shares, stocks, debentures, debenture stocks,
Bonds or securities of any other company or corporation
carrying on business in any part of the world.
(H) To issue, place, underwrite or guarantee the subscription of,
or concur or assist in the issuing or placing, underwriting,
or guaranteeing the subscription of shares, debentures,
debenture stock, bonds, stocks and securities of any company,
whether limited or unlimited or incorporated by Act of
Parliament or otherwise, at such times and upon such terms and
conditions as to remuneration and otherwise as any be agreed
upon.
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(I) To invest and deal with the moneys of the Company not
immediately required for the purposes of its business in or
upon such investments and securities and in such manner as may
from time to time be considered expedient.
(J) To lend money or give credit on such terms as may be
considered expedient and to receive money on deposit or loan
from and give guarantees or become security for any persons,
firms and companies.
(K) To enter into partnership or into any arrangement for sharing
profits or to amalgamate with any person firm or company
carrying on or proposing to carry on any business which the
Company is authorised to carry on or any business or
transaction capable of being conducted so as directly or
indirectly to benefit the Company.
(L) To sell, exchange, lease, dispose of, turn to account or
otherwise deal with the whole or any part of the undertaking
of the Company for such consideration as may be considered
expedient and in particular for shares, stock or securities of
any other company formed or to be formed.
(M) To promote, finance or assist any other company for the
purpose of acquiring all or any part of the property rights
and liabilities of the Company or for any other purpose which
may seem directly or indirectly calculated to benefit the
Company.
(N) To remunerate any person, firm or company rendering services
to the Company in any manner and to pay all or any of the
preliminary expenses of the Company and of any company formed
or promoted by the Company.
(O) To draw, accept, endorse, negotiate, discount, execute and
issue promissory notes, bills of exchange, scrip, warrants and
other transferable or negotiable instruments.
(P) To establish, support or aid in the establishment and support
of associations, institutions, clubs, funds, trusts and
schemes calculated to benefit the officers, ex-officers,
employees or ex- employees of the Company or the families,
dependants or connections of such persons, and to grant
pensions, gratuities and allowances and to make payments
towards insurance and to subscribe or guarantee money for
charitable or benevolent objects or for any exhibition or for
any public, general or useful objects.
(Q) To enter into any arrangement with any Government or other
authority, supreme, municipal, local or otherwise, and to
obtain from any such Government or Authority all rights,
concessions, and privileges which may seem conducive to the
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Company's objects or any of them, or to obtain or to endeavour
to obtain, any provisional order of the Board of Trade, or any
Act or Acts of Parliament for the purposes of the Company or
any other company.
(R) To distribute among the Members in specie any property of the
Company, or any proceeds of sale or disposition of any
property of the Company, and for such purpose to distinguish
and separate capital from profits, but so that no distribution
amounting to a reduction of capital be made except with the
sanction (if any) for the time being required by law.
(S) To do all or any of the above things in any part of the world
either alone or in conjunction with others and either as
principals, agents, contractors, trustees or otherwise and
either by or through agents, sub-contractors, trustees or
otherwise.
(T) To do all such other things as may be deemed incidental or
conducive to the attainment of the above objects or any of
them.
It is hereby declared that the foregoing sub-clauses shall be construed
independently of each other and that none of the objects mentioned in any
sub-clause shall be deemed to be merely subsidiary to the objects
mentioned in any other sub-clause.
24. The liability of the Members is limited.
25. The share capital of the Company is (pound)100 divided into 100
shares of (pound)1 each. The Company has power to increase and divide the
shares into several classes and attach thereto any preferred, deferred or other
special rights, privileges or conditions as the Articles of Association may from
time to time prescribe.
WE, the several persons whose names and addresses are subscribed are
desirous of being formed into a Company in pursuance of this Memorandum of
Association and we respectively agree to take the number of shares in the
capital of the Company set opposite our respective names.
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Number of Shares
NAMES, ADDRESSES AND DES- taken by each
CRIPTIONS OF SUBSCRIBERS Subscriber
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MICHAEL JOHN HOPE, ONE
30, City Road,
London. E.C.1.
Company Formation
Assistant.
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ONE
BRIAN GOLDSTEIN,
30, City Road,
London. E.C.1.
Company Director
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DATED the 30th day of October 1975
WITNESS to the above signatures:
ERIC CHARLES TURNER,
30, City Road,
London, E.C.1.
Company Formation Assistant.