EXHIBIT 3.29
CONSTITUTION OF
WEIGHT WATCHERS NEW ZEALAND LIMITED
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PART A: INTRODUCTION
1 Defined terms
In this constitution:
1.1 The following expressions have the following meanings:
the Act means the Companies Act 1993;
the Board means Directors who number not less than the required
quorum acting together as the board of directors of the Company or,
if the Company only has one Director, that Director;
the Company means Weight Watchers New Zealand Limited;
this constitution means this constitution as it may be altered from
time to time in accordance with the Act;
Director means a person appointed as a director of the Company in
accordance with this constitution;
the Majority Shareholder means one or more shareholders holding
Shares which carry more than 50 percent of the total votes attaching
to Shares;
Shares means a share in the Company;
written or in writing in relation to words, figures and symbols
includes all modes of presenting or reproducing those words, figures
and symbols in a tangible and visible form.
1.2 Subject to clause 1.1, expressions which are defined in the Act
(whether generally, or for the purposes of one or more particular
provisions) have the meanings given to them by the Act. Where an
expression is defined in the Act more than once and in different
contexts, its meaning is governed by the context in which it appears
in this constitution.
2 Construction
In this constitution:
2.1 Headings appear as a matter of convenience and do not affect the
interpretation of this constitution;
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2.2 The singular includes the plural and vice versa, and words importing
one gender include the other genders;
2.3 A reference to an enactment or any regulations is a reference to
that enactment or those regulations as amended, or to any enactment
or regulations as amended, or to any enactment or regulations
substituted for that enactment or those regulations;
2.4 The Schedule forms part of this constitution.
PART B: SHARES AND SHAREHOLDERS
SHARES
3 Company's Shares
At the date of its registration under the Act the Company has 100 Shares.
No money is payable for calls or otherwise on those Shares.
ISSUE OF SHARES
4 Board to issue Shares
4.1 The Board may issue Shares or securities that are convertible into
Shares or options to acquire Shares at any time, to any person, and
in any number it thinks fit, provided:
4.1.1 those Shares are issued to existing shareholders in such
proportions as maintain the voting and distribution rights
which the shareholders had immediately prior to the issue; or
4.1.2 that issue has first been approved in writing by the Majority
Shareholder; or
4.1.3 all entitled persons in the Company have first agreed to or
concurred in the issue, in writing; or
4.1.4 in the case of Shares, those Shares are issued in accordance
with:
(a) the terms of conversion of securities convertible into
Shares, or
(b) the terms of any option to acquire Shares, which have
been issued in accordance with this constitution.
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4.2 Subject to this constitution, the Board may issue Shares that rank
as to voting or distribution rights, or both, equally with or prior
to any existing Shares, and any such issue will not be treated as an
action affecting the rights attached to existing Shares.
5 Board need not comply with statutory pre-emptive rights
If the Board issues Shares that rank as to voting or distribution rights,
or both, equally with or prior to existing Shares, the Board need not
first offer those Shares to existing shareholders for acquisition.
CALLS
6 Board may make calls
The Board may make calls on any shareholder for any money that is unpaid
on that shareholder's Shares and not otherwise payable at a specified time
or times under this constitution, the terms of issue of those Shares or
any contract for the issue of those Shares.
ACQUISITION OF OWN SHARES
7 Company may acquire and hold Shares
7.1 The Company may purchase or otherwise acquire Shares and may hold
those Shares in accordance with the Act. If the Company intends to
transfer any Shares which it has acquired and held, such transfer
will be treated as a new issue of Shares and the Board must first
comply with the requirements of this constitution for issues of
Shares.
7.2 The Board may purchase or otherwise acquire Shares from such
shareholders and in such numbers or proportions as it thinks fit, in
accordance with the Act.
PART C: DIRECTORS
APPOINTMENT AND REMOVAL
8 Number of Directors
The minimum number of Directors shall be 1. The Majority Shareholders may
change the minimum and/or the maximum number of Directors by written
notice to the Company.
9 Shareholders may appoint Directors
Any person who is not disqualified under the Act may be appointed as a
Director or the chairperson of the Board by:
9.1 a written notice to the Company signed by the Majority Shareholder;
or
9.2 an ordinary resolution, which may appoint more than one Director.
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shares in respect of which the call was made will be liable to be forfeited.
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34. POWER TO FORFEIT
34.1 If the requirements of a notice served under Article 33 are not complied
with, any share in respect of which the notice has been given may at any
time afterwards, before the payment required by the notice has been made,
be forfeited by a resolution of the directors to that effect.
34.2 Such a forfeiture shall include all dividends declared in respect of the
forfeited shares and not actually paid before the forfeiture.
35. POWERS OF DIRECTORS
A forfeited share may be sold or otherwise disposed of on such terms and
in such manner as the directors think fit, and, at any time before a sale
or disposition, the forfeiture may be cancelled on such terms as the
directors think fit.
36. CONSEQUENCES OF FORFEITURE
A person whose shares have been forfeited ceases to be a member in respect
of the forfeited shares, but remains liable to pay to the company all
money that, at the date of forfeiture, was payable by him to the company
in respect of the shares (including interest at the rate of 8% per annum
from the date of forfeiture on the money for the time being unpaid if the
directors think fit to enforce payment of the interest), but his liability
ceases if and when the company receives payment in full of all the money
(including interest) so payable in respect of the shares.
37. PRIMA FACIE EVIDENCE OF FORFEITURE
A statement in writing declaring that the person making the statement is a
director or a secretary of the company, and that a share in the company
has been duly forfeited on a date stated in the statement, is prima facie
evidence of the facts stated in the statement as against all persons
claiming to be entitled to the share.
38. TRANSFERS AFTER FORFEITURE AND SALE
38.1 The company may receive the consideration (if any) given for a forfeited
share on any sale or disposition of the share and may execute a transfer
of the share in favour of the person to whom the share is sold or disposed
of.
38.2 Upon the execution of the transfer, the transferee shall be registered as
the holder of the share and is not bound to see to the application of any
money paid as consideration.
38.3 The title of the transferee to the share is not affected by any
irregularity or invalidity in connection with
16 Written resolutions may be in counterparts
Any written resolution may consist of several copies of the resolution,
each signed or assented to by one or more of the Directors. A copy of a
written resolution, which has been signed and is sent by facsimile or any
similar means of communication, will satisfy the requirements of this
clause.
17 Committee proceedings
The provisions of this constitution relating to proceedings of the Board
also apply to proceedings of any committee of Directors, except to the
extent the Board determines otherwise.
DIRECTORS' DUTIES
18 Directors may act in interest of holding company
If at any time the Company is a wholly-owned subsidiary of a body
corporate then, when exercising powers or performing duties as a Director,
any Director may act in a manner which he or she believes is in the best
interests of the Company's holding company even though it may not be in
the best interests of the Company.
REMUNERATION
19 Board's power to authorize remuneration and other benefits is limited
The Board may authorize:
19.1 the payment of remuneration or the provision of other benefits by
the Company to a Director for services as a Director or in any other
capacity;
19.2 the payment by the Company to a Director of compensation for loss of
office;
19.3 the making of loans by the Company to a Director;
19.4 the giving of guarantees by the Company for debts incurred by a
Director; and
19.5 the entering into of a contract to do any of the things set out in
this clause;
only if the relevant action as been approved by written notice signed by
the Majority Shareholder or approved by an ordinary resolution. This
clause does not apply to the payment of remuneration or the provision of
other benefits to an executive Director in his or her capacity as an
executive or to any other Director in respect of any professional services
proved by that Director to the Company.
20 Expenses
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A Director may be reimbursed for reasonable traveling, accommodation and
other expense incurred in the course of performing duties or exercising
powers as a Director of the Company, without requiring the prior
authorization of shareholders.
ALTERNATE DIRECTORS
21 Directors may appoint and remove alternate Directors
Every Director may:
21.1 appoint any person who is not disqualified by the Act from being a
director, and whose appointment has been approved in writing by a
majority of the other Directors, to act as an alternate Director in
his or her place; and
21.2 remove that person from that office,
by giving written notice to that effect to the Company.
22 Alternate Director has powers of appointor
While acting in the place of the Director who appointed him or her, an
alternate Director:
22.1 has, and may exercise and discharge, all the powers, rights, duties
and privileges of that Director (including the right to receive
notice of, be counted as part of the quorum of, participate in, and
vote at a meeting of the Board and to sign any document, including a
written resolution, and to act as chairperson of the Board, but
excluding the right to appoint an alternate Director);
22.2 is also subject to the same terms and conditions of appointment as
that Director, except in respect of remuneration.
23 Termination of appointment of alternate Director
The appointment of an alternate Director terminates automatically if the
Director who appointed him or her ceases to be a Director.
PART D: GENERAL
INDEMNITY AND INSURANCE FOR DIRECTORS AND EMPLOYEES
24 Company may indemnify directors and employees for certain liabilities
The Company may indemnify a director or employee of the Company or a
related company for any liability or costs for which a director or
employee may be indemnified under the Act. The Board may determine the
terms and conditions of any such indemnity.
25 Company may effect insurance for directors and employees
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The Company may, with the prior approval of the Board, effect insurance
for a director or employee of the Company or a related company for any
liability or costs for which a company may effect insurance for a director
or employee under the Act. The Board may determine the amounts and the
terms and conditions of any such insurance.
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EXECUTION OF DEEDS
26 Manner of execution of deeds
An obligation which, if entered into by a natural person, would, by law,
be required to be by deed, may be entered into on behalf of the Company in
writing signed under the name of the Company by:
26.1 two or more Directors; or
26.2 if there is only one Director, that Director, whose signature must
be witnessed; or
26.3 one or more attorneys appointed by the Company in accordance with
the Act.
26.4 a Director, or any other person authorised by the Board whose
signature must be witnessed; or
LIQUIDATION
27 Distribution of assets in kind
If the Company is liquidated the liquidator may, with the approval of the
Majority Shareholder and any other sanction required by the Act:
27.1 divide among the shareholders in kind the whole or any part of the
assets of the Company and for that purpose the liquidator may:
27.1.1 fix such values for assets as the liquidator considers to be
appropriate;
27.1.2 determine how the division will be carried out as between
shareholders or different classes of shareholders; and
27.1.3 vest the whole or any part of any such assets in trustees
upon such trusts for the benefit such of those shareholders as
the liquidator thinks fit,
but so that no shareholder is compelled to accept any shares or other
securities on which there is any liability.
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SCHEDULE: PROCEEDINGS OF THE BOARD
NOTICE OF MEETING
1 Director's power to convene meetings
A Director, or any other person at the request of a Director, may convene
a meeting of the Board by giving notice in accordance with this Schedule.
2 Notice to be sent to Director's address
The notice of meeting must be a written notice sent to the address or
facsimile number, or an electronic mail message sent to the electronic
mail address, which the Director provides to the Company for that purpose,
or if an address or facsimile number, or electronic mail address, is not
provided, then a written notice to his or her last place of employment or
residence or facsimile number known to the Company.
3 Notice to contain certain details
The notice of meeting must include the date, time and place of the
meeting.
4 Period of notice required to be given to Directors
At least two days' notice of a meeting of the Board must be given unless
the chairperson of the Board (or, in the chairperson's absence from New
Zealand, any other Director) believes it is necessary to convene a meeting
of the Board as a matter of urgency, in which case shorter notice of the
meeting of the Board may be given, so long as at least two hour's notice
is given.
5 Absent Directors
If a Director, who is for the time being absent from New Zealand, supplies
the Company with a facsimile number or address or electronic mail address
to which notices are be sent during his or her absence, then notice must
be given to that Director. Otherwise notice need not be given to any
Director for the time being absent from New Zealand. However, if he or she
has an alternate Director who is in New Zealand, then notice must be given
to that person.
6 Directors may waive irregularities in notice
Any irregularity in the notice of a meeting, or failure to comply with
clauses 1 to 5 of this Schedule, is waived if all Directors entitled to
receive notice of the meeting attend the meeting without protest as to the
irregularity or failure, or if all Directors entitled to receive notice of
the meeting agree to the waiver.
MEETING AND QUORUM
7 Methods of holding meetings
A meeting of the Board may be held either:
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7.1 By a number of Directors who constitute a quorum being assembled
together at the place, date and time appointed for the meeting; or
7.2 By means of audio, or audio and visual, communications by which a
quorum of Directors participating can simultaneously hear each other
throughout the meeting.
8 Quorum for Board Meeting
The quorum necessary for the transaction of business at a meeting of the
Board is two Directors, unless the Company only has one Director, in which
case the quorum is one Director. The Majority Shareholder may change the
number of Directors required for a quorum by written notice to the
Company. No business may be transacted at a meeting of the Board unless a
quorum is present.
9 Meeting adjourned if no quorum
If a quorum is not present within 30 minutes after the time appointed for
a meeting of the Board, the meeting will be adjourned automatically until
the following working day at the same time and place. If at the adjourned
meeting a quorum is not present within 30 minutes from the time appointed
for the meeting, the Directors present will constitute a quorum.
CHAIRPERSON
10 Chairperson to chair meetings
The chairperson will chair all meetings of the Board at which he or she is
present. If no chairperson of the Board is elected, or if at a meeting of
the Board the chairperson of the Board is not present within 5 minutes
from the time appointed for the meeting, then the Directors present may
elect one of their number to chair the meeting.
VOTING
11 Voting on resolutions
Each Director has one vote. A resolution of the Board is passed if it is
agreed to by all Directors present without dissent or if a majority of the
votes cast on it are in favour of it. A Director present at a meeting of
the Board may abstain from voting on a resolution, and any Director who
abstains from voting on a resolution will not be treated as having voted
in favour of it for the purposes of the Act.
12 Chairperson does not have casting vote
In the case of an equality of votes, the chairperson of the Board does not
have a casting vote.
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MINUTES
13 Board must keep minutes of proceedings
The Board must ensure that minutes are kept of proceedings at meetings of
the Board. Minutes which have been signed correct by the chairperson of
the meeting are evidence of the proceedings at the meeting unless they are
shown to be inaccurate.
OTHER PROCEEDINGS
14 Board may regulate other proceedings
Except as set out in this Schedule, the Board may regulate its own
procedure.
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PART A: INTRODUCTION ..........................................................1
PART B: SHARES AND SHAREHOLDERS ...............................................2
SHARES ..................................................................2
ISSUE OF SHARES .........................................................2
CALLS ...................................................................3
ACQUISITION OF OWN SHARES ...............................................3
PART C: DIRECTORS .............................................................3
APPOINTMENT AND REMOVAL .................................................3
CHAIRPERSON .............................................................4
PROCEEDINGS OF THE BOARD ................................................4
DIRECTORS' DUTIES .......................................................5
REMUNERATION ............................................................5
ALTERNATE DIRECTORS .....................................................6
PART D: GENERAL ...............................................................6
INDEMNITY AND INSURANCE FOR DIRECTORS AND EMPLOYEES .....................6
EXECUTION OF DEEDS ......................................................7
LIQUIDATION .............................................................7
SCHEDULE: PROCEEDINGS OF THE BOARD ............................................8
NOTICE OF MEETING .......................................................8
MEETING AND QUORUM ......................................................8
CHAIRPERSON .............................................................9
VOTING ..................................................................9
MINUTES ................................................................10
OTHER PROCEEDINGS ......................................................10
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CONSTITUTION OF
WEIGHT WATCHERS NEW ZEALAND
LIMITED
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Certified as the constitution of Weight Watchers
New Zealand Limited adopted on registration.
Name: Stephen Lowe
Applicant for registration
Date: