EXHIBIT 3.16
BY-LAWS OF
BALLY TOTAL FITNESS CLINICS, INC.
ARTICLE I
OFFICES
Section 1. The registered office shall be in the city of Wilmington,
State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and outside the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at such time and place as determined by the board of
directors. Meetings of stockholders for any other purpose may be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year
1996, shall be held at such date and time as determined by the board of
directors and stated in the notice of the meeting, 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 notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than one nor more than fifteen days before the date of
the meeting.
Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president or the secretary at the request
in writing of a majority of the board of directors, or at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.
Section 5. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than one nor more than fifteen days before the
date of the meeting, to each stockholder entitled to vote at such meeting.
Section 6. Business transacted at any special meeting of stockholders
shall be limited to the purpose stated in the notice.
Section 7. The holders of 50.1% of the stock issued and outstanding and
entitled to vote thereat, present in person or represented 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, however, such quorum shall not be present or represented at
any meeting of the stockholders the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have 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. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 8. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in case such
express provision shall govern and control the decision of such question.
Section 9. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
Section 10. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
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ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than one (1), nor more than ten (10). The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, or by the stockholders. The directors so chosen
shall hold office until the next annual election or until their successors are
duly elected and qualified.
Section 3. The business of the corporation shall be managed by or under
the direction of the 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 certificate of incorporation or these by-laws directed or required to be
exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or outside the State of Delaware.
Section 5. Regular and special meetings of the board of directors may
be held without notice at such time and at such place as shall from time to time
be determined by the board.
Section 6. At all meetings of the board of directors a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board 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 shall be present.
Section 7. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board consent thereto in writing, and
the consents in writing are filed with the minutes of proceedings of the board
of directors.
Section 8. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
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Section 9. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote.
ARTICLE IV
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be one or more of the following: a chief executive
officer, a president, one or more vice-presidents, a chief financial officer
and/or a treasurer, and a secretary. The board of directors may also choose one
or more assistant secretaries and assistant treasurers. Any number of offices
may be held by the same person, unless, the certificate of incorporation or
these by-laws otherwise provide.
Section 2. The board of directors may appoint such other officers and
agents as it 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.
Section 3. The officers of the corporation shall hold office until
their successors are duly elected and qualified.
Section 4. 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 CHIEF EXECUTIVE OFFICER
Section 5. The chief executive officer shall preside at all meetings of
the shareholders and of the board of directors, and shall have general
management of the business of the corporation.
THE PRESIDENT
Section 6. The president shall have 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.
THE VICE-PRESIDENTS
Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election; shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of director may from time to time prescribe.
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THE SECRETARY AND ASSISTANT SECRETARY
Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders 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 stockholders 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 of his
signature.
Section 9. The assistant secretary, of if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
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 CHIEF FINANCIAL OFFICER, THE TREASURER AND ASSISTANT TREASURERS
Section 10. The chief financial officer and/or 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 11. 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 chief financial officer and/or treasurer and of the
financial condition of the corporation.
Section 12. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) 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.
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Section 13. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the chief financial officer and/or the treasurer or in
the event of his inability or refusal to act, perform the duties and exercise
the powers of the chief financial officer and/or the treasurer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
ARTICLE V
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation, by the president or a vice-president, and by the
chief financial officer, treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation.
Section 2. Any of or all the signatures on a certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
Section 3. Certificates representing shares of the stock of the
corporation will be issued in place of any certificate alleged to have been
lost, stolen or destroyed in such manner and on such terms and conditions as the
board of directors from time to time may authorize.
Section 4. The corporation shall maintain one or more transfer offices
or agencies where stock of the corporation shall be transferable. The
corporation shall also maintain one or more registry offices where such stock
shall be registered. The board of directors may make such rules and regulations
as it may deem expedient concerning the issue, transfer and registration of
stock certificates.
Section 5. The board of directors may fix in advance a date as the
record date for the purpose of determining the stockholders entitled to notice
of, or to vote at, any meeting of the stockholders or any adjournment thereof,
or the stockholders entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or to express consent
to corporate action in writing without a meeting, or in order to make a
determination of the stockholders for the purpose of any other lawful action.
Such record date in any case shall not be more than sixty days or less than ten
days before the date of a meeting of the stockholders, nor more than sixty days
prior to any other action requiring such determination by the
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stockholders. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.
ARTICLE VI
SECURITIES HELD BY THE CORPORATION
Section 1. Unless the board of directors shall otherwise order, the
Chief Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer or the Secretary shall have full power and authority on
behalf of the Corporation to attend, act and vote at any meeting of the
stockholders of any corporation in which the Corporation may hold stock and at
such meeting to exercise any or all rights and powers incident to the ownership
of such stock, and to execute on behalf of the Corporation a proxy or proxies
empowering another or others to act as aforesaid. The board of directors from
time to time may confer like powers upon any other person or persons.
Section 2. Any of the following officers to-wit: the Chief Executive
Officer, President, any Vice President, the Chief Financial Officer, the
Treasurer or the Secretary shall be and are hereby authorized and empowered to
transfer, convert, endorse, sell, assign, set over and deliver any and all
shares of stock, bonds, debentures, notes, subscription warrants, stock
purchase warrants, evidences of indebtedness, or other securities now or
hereafter standing in the name of or owned by the Corporation, and to make,
execute and deliver under the seal of the corporation any and all written
instruments of assignment and transfer necessary or proper to effectuate the
authority hereby conferred.
Whenever there shall be annexed to any instrument of assignment and
transfer executed, pursuant to and in accordance with the foregoing paragraph
(a), a certificate of the Secretary or an Assistant Secretary of the Corporation
in office at the date of such certificate setting forth the provisions hereof
and stating that they are in full force and effect and setting forth the names
of persons who are then officers of the Corporation, then all persons to whom
such instrument and annexed certificate shall thereafter come shall be entitled,
without further inquiry or investigation and regardless of the date of such
certificate, to assume and to act in reliance upon the assumption that the
shares of stock or other securities named in such instrument were theretofore
duly and properly transferred, endorsed, sold, assigned, set over and delivered
by the Corporation, and that with respect to such securities the authority of
these provisions of the By-Laws and of such officers is still in full force and
effect.
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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
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 end of the corporation shall be December 31,
unless otherwise fixed by resolution of the board of directors.
INDEMNIFICATION
Section 5. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the Corporation Law of Delaware.
AMENDMENTS
Section 6. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such meeting. If the power to adopt, amend
or repeal by-laws is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal by-laws.
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