EXHIBIT 3.157
BY-LAWS
OF
TOWN SPORTS INTERNATIONAL, INC.
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ARTICLE I
Offices
The Corporation may have offices at such places, within or
without the State of New York, as the Board determines from time to time or the
business of the Corporation requires.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meetings, etc. Except as otherwise
provided in these By-laws, all meetings of the shareholders shall be held at
such dates, times and places, within or without the State of New York, as shall
be determined by the Board or the Chairman and as shall be stated in the notice
of the meeting or in waivers of notice thereof. If the place of any meeting is
not so fixed, it shall be held at the principal office of the Corporation in the
State of New York.
Section 2. Annual Meeting. The annual meeting of shareholders
for the election of directors and the transaction of such other business as may
be properly brought before the meeting shall be held on such date after the
close of the Corporation's fiscal year, as the Board may from time to time
determine.
Section 3. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, may be called by the Board or the
Chairman and shall be called by the Chairman upon the written request of the
holders of a majority of the shares of the Corporation
issued and outstanding and entitled to vote thereat. The request shall state the
date, time, place and purpose or purposes of the proposed meeting. The only
business which may be transacted at a special meeting is that relating to the
purpose or purposes set forth in the notice or waivers of notice thereof.
Section 4. Notice of Meetings. Except as otherwise required or
permitted by law, whenever the shareholders are required or permitted to take
any action at a meeting, written notice thereof shall be given, stating the
place, date and time of the meeting and, unless it is the annual meeting, by or
at whose direction it is being issued. Notice of a special meeting also shall
state the purpose or purposes for which the meeting is called. A copy of the
notice of any meeting shall be delivered personally or shall be mailed, not less
than ten (10) nor more than fifty (50) days before the date of the meeting, to
each shareholder of record entitled to vote at the meeting. If mailed, the
notice shall be given when deposited in the United States mail, postage prepaid,
and shall be directed to each shareholder at his address as it appears on the
record of shareholders, unless he shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, in which case it shall be directed to him at the other address. Notice
of any meeting of shareholders shall not be required to be given to any
shareholder who shall attend the meeting in person or by proxy and shall not
protest, prior to the conclusion of the meeting, the lack of notice thereof, or
who shall submit, either before or after the meeting, a signed waiver of notice,
in person or by proxy. Unless the Board shall fix a new record date for an
adjourned meeting, notice of an adjourned meeting need not be given if the
place, date and time to which the meeting shall be adjourned is announced at the
meeting at which the adjournment is taken.
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Section 5. Quorum. Except as otherwise provided by law or by
the Certificate of Incorporation of the Corporation, at all meetings of
shareholders the holders of a majority of the shares of the Corporation issued
and outstanding and entitled to vote thereat shall be present in person or by
proxy in order to constitute a quorum for the transaction of business. In the
absence of a quorum, the shareholders present in person or by proxy and entitled
to vote thereat if a quorum had been present may adjourn the meeting.
Section 6. Voting. Except as otherwise provided by the
Certificate of Incorporation of the Corporation, at any meeting of the
shareholders every shareholder of record having the right to vote thereat shall
be entitled to one vote for every share of stock standing in his name as of the
record date and entitling him to so vote. A shareholder may vote in person or by
proxy. Except as otherwise provided by law or by the Certificate of
Incorporation of the Corporation, any corporate action to be taken by a vote of
the shareholders, other than the election of directors, shall be authorized by a
majority of the votes cast at a meeting by the shareholders present in person or
by proxy and entitled to vote thereon. Directors shall be elected as provided in
Section 2 of Article III of these By-laws.
Section 7. Proxies. Every shareholder of record entitled to
vote at a meeting of shareholders or to express consent or dissent without a
meeting may authorize another person or persons to act for him by proxy. Every
proxy shall be signed by the shareholder or by his attorney-in-fact and shall
otherwise conform to the laws of the State of New York.
Section 8. List of Shareholders. A list of shareholders as of
the record date, certified by the Secretary or by the transfer agent for the
Corporation, shall be produced at any meeting of the shareholders upon the
request of any shareholder made at or prior to the meeting.
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Section 9. Inspectors. (a) The Board, in advance of any
meeting of shareholders, may appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not appointed or if any of
them shall fail to appear or act, the Chairman of the meeting may, and on the
request of any shareholder entitled to vote thereat shall, appoint one or more
inspectors. Each inspector, before discharging his duties, shall take and sign
an oath faithfully to execute the duties of inspector at the meeting with strict
impartiality and according to the best of his ability.
(b) The inspectors, if any are appointed as provided above, shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all shareholders. On request of the Chairman of the meeting or any shareholder
entitled to vote thereat, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and execute a certificate of
any fact found by them. Any report or certificate made by them shall be prima
facie evidence of the facts stated and of the vote as certified by them.
Section 10. Conduct of Meetings. At each meeting of the
shareholders, the Chairman shall act as Chairman of the meeting. The Secretary
or any other person appointed by the Chairman of the meeting shall act as
Secretary of the meeting and shall keep the minutes thereof. The order of
business at all meetings of the shareholders shall be as determined by the
Chairman of the meeting.
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Section 11. Consent of Shareholders in Lieu of Meeting. Any
action which may be taken by vote of shareholders may be taken without a meeting
on written consent, setting forth the action so taken, signed, in person or by
proxy, by the holders of all outstanding shares entitled to vote thereon. The
foregoing shall not be construed to alter or modify any provision in the
Certificate of Incorporation of the Corporation, not inconsistent with the laws
of the State of New York, under which the written consent of the holders of less
than all outstanding shares is sufficient for corporate action.
ARTICLE III
Board of Directors
Section 1. Number of Board Members. The Board shall consist of
not less than three (3) nor more than fifteen (15) directors, except that if all
of the shares of the Corporation are owned beneficially and of record by less
than three (3) shareholders, the number of directors constituting the entire
Board may be less than three (3), but not less than the number of shareholders.
The number of directors may be reduced or increased (within the foregoing
limits) from time to time by action of a majority of the entire Board, but no
decrease may shorten the term of an incumbent director. When used in these
By-laws, the phrase "entire Board" means the total number of directors which the
Corporation would have if there were no vacancies.
Section 2. Election and Term. Except as otherwise provided by
law or by these By-laws, the directors shall be elected at the annual meeting of
the shareholders and the persons receiving a plurality of the votes cast shall
be so elected. Subject to his earlier death, resignation or removal as provided
in Section 3 of this Article III, each director shall hold office until the next
annual meeting of the shareholders and until his successor shall have been duly
elected and shall have qualified.
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Section 3. Removal. Any director may be removed with or
without cause by vote of the shareholders or with cause by the Board.
Section 4. Resignations. Any director may resign at any time
by giving written notice of his resignation to the Corporation. A resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt,
and, unless otherwise specified therein, the acceptance of a resignation shall
not be necessary to make it effective.
Section 5. Vacancies. Any vacancy in the Board, whether
arising from death, resignation, removal (with or without cause), an increase in
the number of directors or any other cause, may be filled by vote of the
shareholders only. Subject to his earlier death, resignation, or removal as
provided in Section 3 of this Article III, each director so elected shall hold
office until the next annual meeting of the shareholders and until his successor
shall have been duly elected and shall have qualified.
Section 6. Place of Meetings. Except as otherwise provided in
these By-laws, all meetings of the Board shall be held at such places, within or
without the State of New York, as the Board determines from time to time.
Section 7. Annual Meeting. The annual meeting of the Board
shall be held either (a) without notice immediately after the annual meeting of
shareholders and in the same place, or (b) as soon as practicable after the
annual meeting of shareholders on such date and at such time and place as the
Board determines.
Section 8. Regular Meetings. Regular meetings of the Board
shall be held on such dates and at such places and times as the Board
determines. Notice of regular meetings need not be given, except as otherwise
required by law.
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Section 9. Special Meetings. Special meetings of the Board may
be called by the Chairman and shall be called by the Chairman upon the written
request of any two or more directors. The request shall state the date, time,
place and purpose or purposes of the proposed meeting.
Section 10. Notice of Meetings. Notice of each special meeting
of the Board (and of each annual meeting held pursuant to subdivision (b) of
Section 7 of this Article III) shall be given, not later than 48 hours before
the meeting is scheduled to commence, by the Chairman and shall state the place,
date and time of the meeting. Notice of each meeting may be given to a director
by hand or orally (whether by telephone or in person), or shall be mailed,
delivered by courier service that guarantees next day delivery or transmitted by
telecopier to each director at his residence or usual place of business. If
notice of less than 72 hours is given, it shall not be mailed or delivered by
courier service (unless much courier service guarantees delivery at least 24
hours prior to the expiration of such 72 hour period). If mailed, the notice
shall be deemed given when deposited in the United States mail, postage prepaid;
if delivered by courier service, the notice shall be deemed to have been given
when deposited with such courier service; if transmitted by telecopier, the
notice shall be deemed to have been given when the contents of the telecopy are
transmitted. Notice of any meeting need not be given to any director who shall
submit, either before or after the meeting, a signed waiver of notice or who
shall attend the meeting without protesting, prior to or at its commencement,
the lack of notice to him. Notice of any adjourned meeting, including the place,
date and time of the new meeting, shall be given to all directors not present at
the time of the adjournment, as well as to the other directors unless the place,
date and time of the new meeting is announced at the adjourned meeting.
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Section 11. Quorum. Except as otherwise provided by law or in
these By-laws, at all meetings of the Board a majority of the entire Board shall
constitute a quorum for the transaction of business, and the vote of a majority
of the directors present at the time of the vote, if a quorum is present, shall
be the act of the Board. A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another place, date and time.
Section 12. Conduct of Meetings. At each meeting of the Board,
the Chairman shall act as Chairman of the meeting. The Secretary or any other
person appointed by the Chairman of the meeting shall act as Secretary of the
meeting and keep the minutes thereof. The order of business at all meetings of
the Board shall be as determined by the Chairman of the meeting.
Section 13. Consent of Directors in Lieu of Meeting. Any
action required or permitted to be taken by the Board or any committee thereof
may be taken without a meeting if all of the members of the Board or the
committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents thereto by the members of the
Board or the committee shall be filed with the minutes of the proceedings of the
Board or committee, as the case may be.
Section 14. Other Meetings. Any one or more members of the
board or any committee thereof may participate in a meeting of such board
committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
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ARTICLE IV
Committees of the Board
Section 1. General. The Board, by resolution adopted by a
majority of the entire Board, may designate from among its members an executive
committee and other committees, each consisting of three (3) or more persons.
The Board may designate one or more directors as alternate members of any
committee to replace any absent member or members at any meeting of the
committee. Each committee (including the members thereof) shall serve at the
pleasure of the Board and shall keep minutes of its meetings and report the same
to the Board.
Section 2. Authority of Committees; Duties of Directors.
Except as limited by law, each committee, to the extent provided in the
resolution establishing it, shall have and may exercise all the authority of the
Board with respect to all matters. The designation of any committee and the
delegation of authority thereto shall not alone relieve any director of his duty
to the Corporation.
Section 3. Operation of Committees. At all meetings of a
committee a majority of the entire committee shall constitute a quorum for the
transaction of business, and the vote of a majority of the members of the
committee present at the time of the vote, if a quorum is present, shall be the
act of the committee. Each committee shall adopt whatever other rules of
procedure it determines for the conduct of its activities.
ARTICLE V
Officers
Section 1. Executive Officers, etc. The executive officers of
the Corporation shall be a Chairman, a President, a Secretary and a Treasurer,
each of whom shall be elected by the Board. The Board also may elect or appoint
one or more Vice Presidents (any of whom may
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be designated as Executive Vice Presidents or otherwise), and any other officers
as it deems necessary or desirable for the conduct of the business of the
Corporation, each of whom shall have such powers and duties as the Board
determines. Any two (2) or more offices may be held by the same person, except
the offices of President and Secretary, except that when all of the issued and
outstanding stock of the Corporation is owned by one person, such person may
hold all or any combination of offices.
Section 2. Duties.
(a) The Chairman. The Chairman shall be the chief executive officer of
the Corporation and shall preside at all meetings of the shareholders and of the
Board. The Chairman shall be an ex officio member of all committees established
by the Board.
(b) The President. The President shall be the chief operating officer
of the Corporation with such powers as the Board or the Chairman shall from time
to time give him.
(c) The Vice President. The Vice President or, if there shall be more
than one, the Vice Presidents, in the order of their seniority or in any other
order determined by the Board, shall perform, in the absence or disability of
the Chairman and the President, the duties and exercise the powers of such
officers and shall have such other powers and duties as the Board, the Chairman
or the President assigns to him.
(d) The Secretary. Except as otherwise provided in these By-laws or as
directed by the Board, the Secretary shall attend all meetings of the
shareholders and the Board; he shall record the minutes of all proceedings in
books to be kept for that purpose; he shall give notice of all meetings of the
shareholders and special meetings of the Board; and he shall keep in safe
custody the seal of the Corporation and, when authorized by the Board, he shall
affix the same to
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any corporate instrument. The Secretary shall have such other powers and duties
as the Board, the Chairman or the President assigns to him.
(e) The Treasurer. Subject to the control of the Board, the
Treasurer shall have the care and custody of the corporate funds and the books
relating thereto; he shall perform all other duties incident to the office of
Treasurer; and he shall have such other powers and duties as the Board, the
Chairman or the President assigns to him.
Section 3. Election; Removal. Subject to his earlier death,
resignation or removal as hereinafter provided, each officer shall hold his
office until the next annual meeting of the Board and until his successor shall
have been duly elected or appointed and shall have qualified. The authority of
any officer to act as such may be suspended for cause at any time by the Board.
Any officer may be removed with or without cause at any time by the Board.
Section 4. Resignations. Any officer may resign at any time by
giving written notice of his resignation to the Corporation. A resignation shall
take effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt, and,
unless otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.
Section 5. Vacancies. If an office becomes vacant for any
reason, the Board may fill the vacancy, and each officer elected to fill a
vacancy shall hold his office until the next annual meeting of shareholders and
until his successor shall have been duly elected or appointed and shall have
qualified.
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ARTICLE VI
Provisions Relating to Stock Certificates and Shareholders
Section 1. Certificates. Certificates for the Corporation's
capital stock shall be in such form as required by law and as approved by the
Board. Each certificate shall be signed in the name of the Corporation by the
Chairman or President and by the Secretary or the Treasurer or any Assistant
Secretary or any Assistant Treasurer and shall bear the seal of the Corporation
or a facsimile thereof. If any certificate is countersigned by a transfer agent
or registered by a registrar, other than the Corporation or its employees, the
signature of any officer may be a facsimile signature. In case any officer who
shall have signed or whose facsimile signature was placed on any certificate
shall have ceased to be such officer before the certificate shall be issued, it
nevertheless may be issued by the Corporation with the same effect as if he were
such officer at the date of issue.
Section 2. Lost Certificates, etc. The Corporation may issue a
new certificate for shares in place of any certificate theretofore issued by it,
alleged to have been lost, mutilated, stolen or destroyed, and the Board may
require the owner of such lost, mutilated, stolen or destroyed certificate, or
his legal representatives, to make an affidavit of that fact and to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss,
mutilation, theft or destruction of any such certificate or the issuance of any
such new certificate.
Section 3. Transfers of Shares. Transfers of shares shall be
registered on the books of the Corporation maintained for that purpose upon
presentation of stock certificates appropriately indorsed or accompanied by
proper evidence of succession, assignment or
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authority to transfer, and upon the satisfaction of any other conditions
precedent to transfer as are contained in any agreement to which the Corporation
is a party.
Section 4. Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board may fix, in advance, a record date, which
shall be not more than fifty (50) nor less than ten (10) days before the date of
any such meeting, nor more than fifty (50) days prior to any other action.
ARTICLE VII
General Provisions
Section 1. Dividends, etc. To the extent permitted by law, the
Board shall have full power and discretion, subject to the provisions of the
Certificate of Incorporation of the Corporation and the terms of any other
corporate document or instrument binding upon the Corporation, to determine
what, if any, dividends or distributions shall be declared and paid or made.
Section 2. Seal. The Corporation's seal shall be in such form
as is required by law and as shall be approved by the Board.
Section 3. Fiscal Year. The fiscal year of the Corporation
shall be determined by the Board.
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ARTICLE VIII
Indemnification
The Corporation shall indemnify its directors and officers to
the fullest extent permitted and in the manner provided by law.
ARTICLE IX
Amendments
By-laws may be adopted, amended or repealed only by vote of
the holders of the shares at the time entitled to vote in the election of any
directors.
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TOWN SPORTS INTERNATIONAL, INC.
MINUTES OF SPECIAL MEETING OF SHAREHOLDERS
December 12, 1995
A special meeting of the shareholders of Town Sports International,
Inc., a New York Corporation (the "Corporation"), was held at the Corporation's
New York offices on December 12, 1995.
All of the Shareholders of the Corporation were present, namely:
Gerarda de Orleans-Borbon
Marc Tascher
Jon H.I. Grouf, as proxy for Coranda S.A.
The following guests were also present at the meeting:
Harry Saint
Alexander A. Alimanestianu
Mr. Saint, Chairman of the Corporation, acted as chairman of the
meeting, and Mr. Alimanestianu, Executive Vice President and Secretary of the
Corporation, acted as secretary. The meeting was called to order at 3:00 p.m.
Mr. Alimanestianu reviewed with the Shareholders a proposal to amend
the By-Laws of the Corporation, effective September 13, 1995, for the purpose of
creating a new office of Chief Executive Officer of the Corporation, separate
from the office of Chairman. Ms. de Orleans-Borbon moved that the Shareholders
adopt the resolutions attached hereto as Exhibit A, and Mr. Grouf seconded the
motion. The resolutions were adopted unanimously.
There being no further business, the meeting was adjourned at 3:10 p.m.
Respectfully submitted,
/s/ Alexander A. Alimanestianu
------------------------------
Alexander A. Alimanestianu
EXHIBIT A
TOWN SPORTS INTERNATIONAL, INC.
SHAREHOLDERS' RESOLUTIONS
RESOLVED, that a new office of Chief Executive Officer of the
Corporation, separate from the office of Chairman, be created, and that the
duties of the office of Chairman be revised accordingly;
RESOLVED, that for this purpose, in accordance with Section 601 of the
Business Corporation Law, Sections 1 and 2 of Article V of the By-laws of the
Corporation be amended as follows, and the Secretary of the Corporation be
directed to file such amendments in the minute book of the Corporation:
"Section 1. Executive officers, etc. The executive
officers of the Corporation shall be a Chairman, a Chief
Executive Officer, a President, a Secretary and a Treasurer,
each of whom shall be elected by the Board. The Board also may
elect or appoint one or more Vice Presidents (any of whom may
be designated as Executive Vice Presidents or otherwise), and
any other officers as it deems necessary or desirable for the
conduct of the business of the Corporation, each of whom shall
have such powers and duties as the Board determines. Any two
(2) or more offices may be held by the same person, except the
offices of President and Secretary, except that when all of
the issued and outstanding stock of the corporation is owned
by one person, such person may hold all or any combination of
offices.
"Section 2. Duties.
"(a) The Chairman. The Chairman shall preside at all
meetings of the shareholders and of the Board and have such
powers and perform such duties as from time to time may be
assigned to him by the board of directors.
"(b) The Chief Executive Officer. The Chief Executive
Officer ("CEO") shall have the general powers and duties of
representation, supervision and management vested in the
office of a chief executive officer of a corporation. In
addition, the CEO shall have such powers and perform such
duties as from time to time may be assigned to him by the
board of directors.
"(c) The President. The President shall be the chief
operating officer of the Corporation with such powers as the
Board or the Chief Executive Officer shall from time to time
give him.
"(d) The Vice President. The Vice President or, if
there shall be more than one, the Vice Presidents, in the
order of their seniority or in any other order determined by
the Board, shall perform, in the absence or
disability of the Chairman, the Chief Executive Officer, and
the President, the duties and exercise the powers of such
officers and shall have such other powers and duties as the
Board, the Chief Executive Officer or the President assigns to
him.
"(e) The Secretary. Except as otherwise provided in
these By-laws or as directed by the Board, the Secretary shall
attend all meetings of the shareholders and the Board; he
shall record the minutes of all proceedings in books to be
kept for that purpose; he shall give notice of all meetings of
the shareholders and special meetings of the Board; and he
shall keep in safe custody the seal of the Corporation and,
when authorized by the Board, he shall affix the same to any
corporate instrument. The Secretary shall have such other
powers and duties as the Board, the Chief Executive Officer or
the President assigns to him.
"(f) The Treasurer. Subject to the control of the
Board, the Treasurer shall have the care and custody of the
corporate funds and the books relating thereto; he shall
perform all other duties incident to the office of Treasurer;
and he shall have such other powers and duties as the Board,
the Chief Executive Officer or the President assigns to him."
RESOLVED, that the above resolutions and the changes to the by-laws to
be effected thereby be effective as of September 13, 1995.