Exhibit 3.105
ARTICLES OF INCORPORATION
OF
TIDELANDS HOLIDAY HEALTH CLUBS, INC.
We hereby associate to form a stock corporation under the provisions of
Article 3 of Title 13.1 of the Code of Virginia and to that end set forth the
following:
(a) The name of the corporation is:
TIDELANDS HOLIDAY HEALTH CLUBS, INC.
(b) The purpose or purposes for which the corporation is organized are:
The transaction of any or all lawful business, except those businesses or
activities required to be specifically set forth in the articles of
incorporation.
(c) The aggregate number of shares which the corporation shall have
authority to issue and the par value per share are as follows:
CLASS NUMBER PAR VALUE
Common 1,000 No Par Value
The stockholders of the corporation shall have no pre-emptive rights.
(d) The post-office address of the initial registered office is 5511
Staples Mill Road, Richmond, Virginia 23228. The name of the city or county in
which the initial registered office is located is County of Henrico. The name
of its initial registered agent is Edward R. Parker, who is a resident of
Virginia and a member of the Virginia State Bar, and whose business office is
the same as the registered office of the corporation.
(e) The number of directors constituting the initial board of directors is
six (6) and the names and addresses of the persons who are to serve as initial
directors are:
<Caption>
NAME ADDRESS
- ---- -------
Donahue L. Wildman Chicago Health Clubs, Inc.
230 West Monroe Street
Chicago, IL 60606
Jack L. Clark 7880 Avenida Kirjah
La Jolla, CA 92307
Roy Zurkowski 451 Goodhue
Bloomfield Hills, MI 48013
Mr. Frank Bond 13414 Blyethenia Road
Phoenix, Maryland 21131
Harold Harrison Knoxville Executive Health & Racquet Centers
1612 Downtown West Blvd.
Knoxville, TN 37919
John D. Shaffer P.O. Box 5011
3420 N. Main Street
Anderson, South Carolina 29623
Dated July 20, 1981.
/s/ B. S. Robertson
------------------------------
B. S. Robertson
/s/ C. M. Moody
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C. M. Moody
/s/ R. S. Barba
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R. S. Barba
Incorporators
-2-
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND,
July 23, 1981
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
Tidelands Holiday Health Clubs, Inc.
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF INCORPORATION
be issued, and that this order, together with the articles, be admitted to
record in the office of the Commission; and that the corporation have the
authority conferred on it by law in accordance with the articles, subject to the
conditions and restrictions imposed by law.
STATE CORPORATION COMMISSION
By /s/ Thomas P. Hanverd Jr.
___________________________
Commissioner
COMMONWEALTH OF VIRGINIA
[STATE OF VIRGINIA SEAL] STATE CORPORATION COMMISSION
I, GEORGE W. BRYANT, JR., FIRST ASSISTANT CLERK OF THE STATE CORPORATION
COMMISSION, DO HEREBY CERTIFY THAT the foregoing is a true copy of all documents
constituting as of this date the charter of Tidelands Holiday Health Clubs, Inc.
IN TESTIMONY WHEREOF I hereunto set my hand and affix the Official Seal of the
State Corporation Commission, at Richmond, this 24th day of July A.D. 1981
/s/ George W. Bryant, Jr.
_______________________________________
First Assistant Clerk of the Commission