EXHIBIT 3.18
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:55 AM 09/21/1999
991393169 - 3099285
CERTIFICATE OF INCORPORATION
OF
GENERAL NUTRITION SYSTEMS, INC.
1. The name of the Corporation is General Nutrition Systems, Inc.
2. The address of its registered office is 103 Springer Building, 3411
Silverside Road, Wilmington, County of New Castle, Delaware 19810. The name
of its registered agent at such address is Organization Services, Inc.
3. The nature of the business to be conducted or promoted is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
4. The total number of shares of stock which the Corporation shall have
authority to issue is One Hundred (100) shares of common stock; each such
share shall have no par value.
5. The name and mailing address of each incorporator is as follows:
NAME ADDRESS
Cynthia L. Conner 103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
Harold F. Kalbach, Jr. 103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter or repeal the
By-Laws of the Corporation.
8. Meetings of stockholders may be held within or without the State of
Delaware as the By-Laws may provide. The books of the Corporation may be
kept (subject to any provisions contained in the statutes) outside the
state of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the By-Laws of the Corporation.
Elections of Directors need not be by written ballot unless the By-Laws of
the Corporation shall so provide.
9. The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now
or hereinafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
10. No director of the Corporation shall be personally liable to the
Corporation or its stockholders except for (i) any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law (or any successor provision of Delaware law), or (iv) any
transaction from which the director derived an improper personal benefit;
and the directors of the Corporation shall be entitled, to the full extent
permitted by Delaware law, as amended from time to time, to the benefits of
provisions limiting the personal liability of directors.
11. The Corporation shall indemnify its officers, directors, employees and
agents to the full extent permitted by Section 145 of the Delaware General
Corporation Law, as amended from time to time, or any successor provision
of Delaware law.
WE THE UNDERSIGNED, being each of the incorporators hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate hereby declaring and certifying
that this is our act and deed and the facts herein stated are true, accordingly
have hereunto set our hands this 21st day of September, 1999.
/s/ Cynthia L. Conner
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Cynthia L. Conner, Incorporator
/s/ Harold F. Kalbach, Jr.
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Harold F. Kalbach, Jr., Incorporator