EXHIBIT 3.15
BY-LAWS
OF
GENERAL NUTRITION INTERNATIONAL, INC.
ARTICLE 1
Offices
1.1 Registered Office. The registered office of the Corporation in
the State of Delaware shall be located at 103 Springer Building, 3411 Silverside
Road, Wilmington, County of New Castle, Delaware, or at such other location as
shall be selected by the Board of Directors.
1.2 Other Offices. The Corporation shall have offices at such other
places as the Board of Directors may from time to time determine.
ARTICLE 2
Stockholder's Meetings
2.1 Location. All meetings of the stockholders shall be held at the
registered office of the Corporation in Delaware, or at such other place, either
within or without this state, as the Board of Directors may designate.
2.2 Annual Meeting. The annual meeting of the stockholders shall be
held on the second Thursday in June, in each year if not a legal holiday, and if
a legal holiday, then on the next business day following, or at such other date
and time as the Board of Directors may designate. At the annual meeting, the
stockholders shall elect a Board of Directors, and transact such other business
as may properly be brought before the meeting. If the election of directors is
not held on the date designated herein for the annual meeting of stockholders,
or any adjournment thereof, the Board of Directors shall cause the election to
be held at a special meeting of stockholders as soon as practicable thereafter.
2.3 Special Meetings. Special meetings of the stockholders, for any
purpose or other then those regulated by statute, may be called at any time by
the Chairman of the Board, the President, a majority of the Board of Directors
or the holders of not less than one-fifth of all shares issued and outstanding
and entitled to vote at the particular meeting, upon written request delivered
to the
purpose or purposes of the proposed meeting. Upon receipt of any such request,
it shall be the duty of the Secretary to call a special meeting of the
stockholders to be held thereafter at such time, not less than ten (10) nor more
than sixty(60) days thereafter, as the Secretary may fix. If the Secretary shall
neglect to issue such call, the person or persons making the request may issue
the call. Business transacted at all special meetings shall be confined to the
matters stated in the call and other matters relevant thereto.
2.4 Notice of Meetings. Written notice of any special meeting of the
stockholders stating the place, the day and year and the general nature of the
business to be transacted shall be mailed, postage prepaid, to each stockholder
entitled to vote thereat at such address as appears on the transfer books of the
Corporation at least five (5) days before such meeting, unless a greater period
of notice is required by statute in a particular case.
2.5 Quorum. The holders of a majority of the issued and outstanding
shares entitled to vote, present in person or by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the Certificate of Incorporation.
If a quorum is not present, the stockholders entitled to vote thereat, present
in person or by proxy, shall have the power, except as otherwise provided by
statute, to adjourn the meeting to such time and place as they may determine,
but in the case of any meeting called for the election of directors, those who
attend the second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors. At any
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed.
2.6 Voting Rights of Stockholders. At every stockholders' meeting,
every stockholder entitled to vote shall have the right to one vote for every
share standing in his name on the books of the Corporation.
2.7 Action without a Meeting. Any action which may be taken at a
meeting of the stockholders may be taken without a meeting if a consent or
consents in writing, setting forth the action so taken, shall be signed by all
the stockholders who would be entitled to vote at a meeting for such purpose and
shall be filed with the Secretary of the Corporation.
2.8 Telephone Meetings. One or more stockholders may participate in a
meeting of stockholders by use of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to communicate with one another.
ARTICLE 3
Directors
3.1 General Powers. The business and affairs of the Corporation shall
be managed by a board of not less than three nor more than seven directors who
need not be residents of Delaware nor stockholders in the Corporation. Except as
hereinafter provided in the case of vacancies, each director, except a director
who is elected to the first Board of Directors, shall be elected to serve for a
term of one year and until his successor shall be duly elected and qualified.
The Board of Directors may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or these By-Laws directed or required to be exercised and done by
the stockholders.
3.2 Vacancies. Any vacancy in the Board of Directors shall be filled
by a majority of the remaining members of the Board, though less than a quorum,
and each person so elected shall be a director until his successor is elected by
the stockholders who may make such election at the next annual meeting of the
stockholders or at any special meeting duly called for that purpose and held
prior thereto.
3.3 Meetings. The meetings of the Board of Directors may be held at
such place within the State of Delaware or elsewhere as a majority of the
directors may from time to time determine or as may be designated in the notice
calling the meeting. A regular meeting of the Board of Directors shall be held
without other notice immediately after and at the same place as the annual
meeting of stockholders. The Board may determine the time and place for holding
additional regular meetings without other notice than by resolution. A special
meeting of the Board may be called by the Chairman or President on at least 24
hours' notice to each director, given personally or by mail or telegram. A
special meeting may also be called by the Chairman, President or Secretary in
like manner and on like notice, on the written request of two directors.
3.4 Quorum. At all meetings of the Board, a majority of the directors
in office shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation or these By-Laws.
3.5 Action without a Meeting. If all the directors shall consent in
writing to any action to be taken by the Corporation, such action shall be as
valid a corporate action as though it had been authorized at a meeting of the
Board of Directors.
3.6 Telephone Meetings. One or more directors may participate in a
meeting of the Board of Directors by use of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to communicate with one another.
ARTICLE 4
Executive Committee
The Board of Directors may, by resolution adopted by a majority of the
whole Board, designate two or more of its number to constitute an Executive
Committee which, to the extent provided in such resolution, shall have and
exercise the authority to the Board of Directors in the management of the
business of the Corporation during the interval between meetings of the Board.
Any vacancy in the membership of the Executive Committee shall be filled by the
Board of Directors at a regular or special meeting of the Board of Directors.
The Executive Committee shall keep regular minutes of its proceedings and report
the same to the Board at each of its regular meetings.
ARTICLE 5
Officers
5.1 Number. The executive officers of the Corporation shall be chosen
by the Board and shall include a Chairman of the Board, a President, one or more
Vice Presidents, a Secretary and a Treasurer. The Chairman may designate any
Vice President as an Executive Vice President. Any two of the aforesaid offices
may be filled by the same person. The Board of Directors may also chose such
other officers and assistant officers and agents as the needs of the Corporation
may require, and such persons shall hold their offices for such terms and shall
have such authority and shall perform such duties as from time to time shall be
determined by resolution of the Board.
5.2 Term of Office. The officers of the Corporation shall hold office
until their successors are chosen and have qualified. Any officer or agent
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. If any office becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.
5.3 Chairman of the Board. The Chairman of the Board shall preside at
all meetings of stockholders and the Board of Directors. The Chairman of the
Board shall be the chief executive officer of the Corporation. The Chairman
shall be charged with and have the direction and supervision of all the
Corporation's business and operations. The Chairman of the Board or the
President shall sign all share certificates of the Corporation or cause them to
be signed in facsimile or otherwise as permitted by law.
5.4 President. The President shall be the chief operating officer of
the Corporation. He shall have general and active management of the business of
the Corporation, subject to the authority of the Chairman of the Board, and
shall see that all orders and resolutions of the Board are carried into effect,
subject, however, to the right of the directors to delegate any specific powers,
except such as may be by statute exclusively conferred on the President, to any
other officer or officers of the Corporation. If the office of Chairman of the
Board is vacant, the President shall have the authority to perform the duties
of the Chairman.
5.5 Vice Presidents. In the absence of the President or in the event
of his death, inability or refusal to act, a Vice President designated by the
Board shall perform the duties of the President, and when so acting, shall have
all powers of and be subject to all the restrictions upon the President. Any
Vice President shall perform such other duties as from time to time may be
assigned to him by the President or the Board of Directors.
5.6 Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate account of receipts and
disbursements in the books of the Corporation. He shall disburse the funds of
the Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairman or President and the Board of
Directors, at the regular meetings of the Board, or whenever they may require
it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation. If required by the Board of Directors, he shall
give the
Corporation a bond in such sum, and with such surety or sureties as may be
satisfactory to the Board of Directors for the faithful discharge of the duties
of his office and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.
5.7 Secretary. The Secretary shall attend all meetings of the Board
of Directors and shareholders and act as clerk thereof, and record all the votes
of the Corporation and the minutes of all its transactions in a minute book to
be kept for that purpose; and shall perform like duties for the Executive
Committee of the Board of Directors when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors or Chairman. He shall keep in safe custody the corporate seal of the
Corporation, and when authorized by the Board, affix the same to any instrument
requiring it, and when so affixed, it shall be attested by his signature.
ARTICLE 6
Share Certificates and Transfers
6.1 Share Certificates. The share certificates of the Corporation
shall be numbered and registered in the share register as they are issued. They
shall show the registered holder's name and the number and class of shares
represented thereby. Every share certificate shall be signed by the Chairman of
the Board or the President and the Secretary or any Assistant Secretary and
shall be sealed with the Corporation's seal, which may be a facsimile, engraved
or printed thereon. In case any officer who has signed any share certificate
shall have ceased to be such officer because of death, resignation or otherwise
before the certificate is issued, it may be issued by the Corporation with the
same effect as if the officer had not ceased to be such at the date of its
issuance.
6.2 Transfer of Shares. Upon surrender to the Corporation of a share
certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, a new certificate shall be issued to the
person entitled thereto and the old certificate cancelled and the transaction
recorded upon the books of the Corporation. The Corporation shall be entitled to
treat the holder of record of any share or shares as the holder in fact thereof
and accordingly shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person whether or
not it shall have express or other notice thereof, except as expressly provided
by statute.
6.3 Lost Certificates. The Board of Directors may direct a new
certificate be issued in place of any certificate previously issued by the
Corporation alleged to have been destroyed or lost, upon the making of an
affidavit of that fact by the person claiming that the share certificate was
lost or destroyed, and the Board of Directors When authorizing such issue of a
new certificate may, in its discretion and as a condition precedent to the
issuance thereof require the owner of such lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation.
ARTICLE 7
Corporate Records and Financial Statements
7.1 Corporate Records. The Corporation shall keep at its registered
office or principal place of business an original or a copy of the proceedings
of the stockholders and the Board of Directors; its By-laws, including all
amendments thereto, certified by the Secretary; and its share register.
7.2 Financial Statements. The Corporation need not provide regular
financial statements to the stockholders. Any financial statements which the
Board of Directors in its discretion may cause to be sent to the stockholders
need not have been examined by an independent certified public accountant nor be
accompanied by the report of such accountant.
ARTICLE 8
Emergency Powers
If due to death or incapacity by illness or injury there should be no
Director available to call or attend who has been authorized to manage and
direct business of the Corporation, then, until the earliest time upon which a
meeting of the stockholders can be convened at which a quorum is represented or
until a director is present and capable of action (whichever first occurs), the
first of the persons described in the following list who is available and
suffering no incapacity shall have authority to manage and direct the operation
of the Corporation in continuing the customary business thereof, which authority
shall include the power to sign checks upon the bank account of the Corporation:
its President, any Vice President, the Treasurer or Secretary.
The person managing and directing the business of the Corporation
under the authority of this section is authorized and directed to call and
convene a meeting of the stockholders at the earliest time possible.
ARTICLE 9
Notice
Any notice required to permitted to be given to any, director,
officer or stockholder under these By-laws shall be in writing and shall be
deemed to have been delivered if delivered in person or if sent by United States
mail or by telegraph, charges prepaid, telex, telefax or TWX, addressed to such
person at the address shown on the records of the Corporation or supplied by him
to the Corporation for the purpose of notice. If such notice is sent by mail or
by telegraph, it shall be deemed to have been given to the person entitled
thereto when deposited in the United States mail or with the telegraph office
for transmission to such person.
ARTICLE 10
Amendments
The By-Laws of the Corporation may be adopted, amended or repealed by
the vote of (i) the stockholders entitled to cast at least a majority of the
votes which all stockholders are entitled to cast hereon or (ii) a majority of
the directors then in office, at any regular or special meeting duly convened
after notice to the stockholders or directors of such purpose.
CERTIFICATION
The foregoing is a true and correct copy of the By-Laws of the
Corporation; and said By-Laws have not been rescinded, modified or amended and
are in full force and effect on the date hereof.
Dated as of: April 12, 1990
/s/ Robert V. Dunn
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Secretary