EXHIBIT 3.17
GENERAL NUTRITION INVESTMENT COMPANY
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BY - LAWS
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ARTICLE I
OFFICES
Section 1. The known place of business shall be located in Phoenix,
Arizona.
Section 2. The corporation may also have offices at such other places
both within and without the State of Arizona as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1. All meetings of shareholders for the election of directors
shall be held in Arizona, at such place as may be fixed from time to time by the
board of directors.
Section 2. Annual meetings of shareholders, commencing with the year
2004, shall be held on the first Monday of July if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10.00 a.m., at which
they shall elect by a plurality vote a board of directors, and transact such
other business as may properly be brought before the meeting.
Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered not less than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, Secretary, or the officer or person calling the
meeting, to each shareholder of record entitled to vote at such meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Arizona as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President, the board of directors, or the
holders of not less than one-tenth of all the shares entitled to vote at the
meeting.
Section 3. Written or printed notice of a special meeting stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, or at the
direction of the board, President, the holders of not less than one-tenth of all
the shares entitled to vote at the meeting to each shareholder of record
entitled to vote at such meeting.
Section 4. The business transacted at any special meeting of
shareholders shall be limited to the purpose stated in the notice.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by the Articles of Incorporation. If,
however, such quorum shall not be present or represented at any meeting of the
shareholders, present in person or represented by proxy shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such 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
notified.
Section 2. If a quorum is present, the affirmative vote of a plurality
of the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of voting by classes is
required by law or the Articles of Incorporation.
Section 3. Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.
In all elections for directors every shareholder, entitled to vote,
shall have the right to vote, in person or by proxy, the number of shares of
stock owned by him, for as many persons as there are directors to be elected, or
if the Articles of Incorporation so provide, to cumulate the vote of said
shares, and give one candidate as many votes as the number of directors
multiplied by the number of his shares of stock shall equal, or to distribute
the votes on the same principle among as many candidates as he may see fit.
Section 4. Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.
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ARTICLE V
DIRECTORS
Section 1. The number of directors shall be no less than one (1) and no
more than eight (8). Directors need not be residents of the State of Arizona nor
shareholders of the corporation. The directors, other than the first board of
directors, shall be elected at the annual meeting of the shareholders, and each
director elected shall serve until the next succeeding annual meeting and until
his successor shall have been elected and qualified. The first board of
directors shall hold office until the first annual meeting of shareholders. The
number of directors may be increased or decreased by amendment to the Articles
of Incorporation or to these bylaws.
Section 2. Any vacancy occurring in the board of directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the board of directors, or by the shareholders, unless the
Articles of Incorporation provides otherwise. A director elected to fill a
vacancy shall be elected for the unexpired portion of the term of his
predecessor in office. A director elected to fill a newly created directorship
shall serve until the next succeeding annual meeting of shareholders and until
his successor shall have been elected and qualified.
Section 3. The business affairs of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these bylaws directed or required to be exercised or done by
the shareholders.
Section 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
Arizona, at such place or places as they may from time to time determine.
Section 5. The board of directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the board of directors, regular or special, may
be held either within or without the State of Arizona, and may be held by
telecommunications or by any means of communication by which all persons
participating in the meeting can hear each other during the meeting.
Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.
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Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.
Section 4. Special meetings of the board of directors may be called by
the Chairman of the Board or by the President. Special meetings of the board of
directors shall be preceded by <<days>> days' notice sent to directors of the
date, time, and place of the meeting. Notice may be sent in writing or orally,
and communicated in person, by telephone, telegraph, teletype, electronic
communication, or by mail. The notice shall include the purpose of the meeting.
Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 6. Fifty percent of the directors shall constitute a quorum for
the transaction of business unless a different number is required by law or by
the Articles of Incorporation. The act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the board of
directors, unless the act of a greater number is required by statute or by the
Articles of Incorporation. Whether or not a quorum shall be present at any
meeting of directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum is present.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. The board of directors, by resolution adopted by a majority
of the full board of directors, may designate two or more directors to
constitute an executive committee, which committee, to the extent provided in
such resolution, shall have and exercise all of the authority of the board of
directors in the management of the corporation, except as otherwise provided by
law. Vacancies in the membership of the 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 when required.
ARTICLE VIII
NOTICES
Section 1. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Articles of
Incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
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ARTICLE IX
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be President, a Vice-President, a Secretary and a
Treasurer. The board of directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers.
Section 2. The board of directors at its first meeting after each
annual meeting of shareholders shall choose a President, one or more
Vice-Presidents, a Secretary and a Treasurer, none of whom need be a member of
the board.
Section 3. The board of directors may appoint such other officers and
agents as its shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The President shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENT
Section 8. The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the board of directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
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THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The Secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the board of directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the President and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance 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.
Section 14. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers in the order determined by the board of directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
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ARTICLE X
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by
certificates or shall be uncertificated. Certificates shall be signed by the
President of the corporation, and may be sealed with the seal of the corporation
or a facsimile thereof.
When the corporation is authorized to issue shares of more than one class there
shall be set forth upon the face or back of the certificate, or the certificate
shall have a statement that the corporation will furnish to any shareholder upon
request and without charge, a full statement of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and, if the corporation is authorized to issue any preferred or special
class in series, the variations in the relative rights and preferences between
the shares of each such series so far as the same have been fixed and determined
and the authority of the board of directors to fix and determined the relative
rights and preferences of subsequent series.
Section 2. The signature of the officer of the corporation upon a
certificate may be a facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.
UNCERTIFICATED SHARES
Section 3. The board of directors of the corporation may authorize the
issue of some or all of the shares of any or all of its classes or series
without certificates. Shares already represented by certificates shall not be
affected until they are surrendered to the corporation.
Section 4. Within days after the issue or transfer of shares without
certificates, the corporation shall send shareholders a written statement of the
information required on the certificates by A.R.S. Section 10-625 (B) and (C),
and, if applicable, A.R.S. Section 10-627.
LOST CERTIFICATES
Section 5. The board of directors may direct a new certificate or an
equivalent new uncertificated security in place of any certificate theretofore
issued by the corporation alleged to have been lost, destroyed, or wrongfully
taken. When authorizing such issue of a new certificate or an equivalent new
uncertificated security, the board of directors, in its discretion and as a
condition precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient, and may require such indemnities as it deems
adequate, to protect the corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost, destroyed or
wrongfully taken.
TRANSFER OF SHARES
Section 6. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person
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entitled thereto, and the old certificate called and the transaction recorded
upon the books of the corporation.
FIXING OF RECORD DATE
Section 7. For the purpose of determining shareholders entitled to
notice of a shareholders' meeting, to demand a special meeting, to vote, or in
order to make a determination of shareholders for any other proper purpose, the
board of directors may provide that the record date be fixed not more than
seventy days before the meeting or action requiring a determination of
shareholders. For the purpose of determining those shareholders entitled to
demand a special meeting, such record date shall be days before the special
meeting. For the purpose of determining those shareholders entitled to take
action without a meeting, such record date shall be days before the action
requiring a determination of shareholders. For the purpose of determining those
shareholders entitled to notice of and to vote at an annual or special
shareholders' meeting, such record date shall be days before the meeting. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.
LIST OF SHAREHOLDERS
Section 8. After fixing a record date for a meeting, the officer or
agent in charge of the records for shares shall prepare an alphabetical list of
the names of all shareholders who are entitled to notice of a shareholders'
meeting, arranged by voting group, with the address of, and the number and class
and series, if any, of shares held by each.
The shareholders' list shall be available for inspection by any
shareholder for a period of 10 days prior to the meeting and shall be kept on
file at the corporation's principal office. A shareholder or his agent or
attorney shall be entitled on written demand to inspect the list, subject to the
requirements of A.R.S. Section 10-1602(C) during regular business hours and at
his expense, during the period it shall be available for inspection. The
shareholders' list shall be made available at the meeting, and any shareholder
or his agent or attorney shall be entitled to inspect the list at any time
during the meeting or any adjournment. The shareholders' list shall be prima
facie evidence of the identity of shareholders entitled to examine the
shareholders' list or to vote at a meeting of shareholders.
ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the Articles of Incorporation
relating thereto, if any, and to limitation by statute, distributions may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Distributions may be made in cash, in property or as a dividend.
Share dividends may be issued pro rata and without consideration to the
corporation's shareholders or to the shareholders of one or more classes or
series, subject to the provisions of the Articles of Incorporation.
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Section 2. Before any distribution may be made, there may be set aside
out of any funds of the corporation available for distributions such sum or sums
as the directors from time to time, in their absolute discretion, think proper
to meet debts of the corporation as they become due in the usual course of
business, or for such other purpose as the directors shall think conducive to
the interest of the corporation.
CHECKS
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Arizona." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
ARTICLE XII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new
bylaws may be adopted by the affirmative vote of a majority of the board of
directors at any regular or special meeting of the board.
ARTICLE XIII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new
bylaws may be adopted by the at any regular or special meeting of the
shareholders at which a quorum shall be present or represented, by the
affirmative vote of a plurality of the shares entitled to vote, provided notice
of the proposed alteration, amendment or repeal be contained in the notice of
such meeting.
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