EXHIBIT 3.21
STATE OF MISSOURI
REBECCA MCDOWELL COOK, SECRETARY OF STATE
P.O. BOX 778, JEFFERSON CITY, MO. 65102
CORPORATION DIVISION
(SEAL OF THE SECRETARY OF STATE MISSOURI)
AMENDMENT OF ARTICLES OF INCORPORATION
(To be submitted in duplicate)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Vic Tanny International of Missouri,
Inc.
The name under which it was originally organized was Jack LaLanne's Health
Spas, Inc.
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on December 18, 1997.
Article Number ONE is amended to read as follows:
"The name of the corporation shall be Bally Total Fitness of Missouri, Inc."
(If more than one article is to be amended or
more space is needed attach fly sheet.)
Corp.#44 (12-94)
(MO. - 751 - 3/13/95)
4. Of the 30,000 shares outstanding, 500 of such shares were entitled to
vote on such amendment.
The number of outstanding shares of any class ENTITLED TO VOTE THEREON AS
A CLASS were as follows: None
Number of
Class Outstanding Shares
Common 500
5. The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
Common 500 0
6. If the amendment changed the number or par value of authorized shares
having a par value, the amount in dollars of authorized shares having a par
value as changed is:
Not applicable
If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
Not applicable
7. If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:
Not applicable
IN WITNESS WHEREOF, the undersigned,
-------------------------------------
President or
Cary A. Gaan has executed this instrument and its
- -------------------------------------
Senior Vice President
Linda B. Motz has affixed its corporate seal hereto and
- -------------------------------------
Assistant Secretary
attested said seal on the 5th day of January, 1998.
Place
CORPORATE SEAL
Here
(If no seal, state "None.")
Vic Tanny International of Missouri, Inc.
-----------------------------------------
Name of Corporation
ATTEST:
/s/ LINDA B. MOTZ By /s/ CARY A. GAAN
- ---------------------------------------- -----------------------------
Assistant Secretary Senior Vice President
FILED AND CERTIFICATE
ISSUED
FEB 25 1998
REBECCA MCDOWELL COOK
SECRETARY OF STATE
State of Illinois )
) ss.
County of Cook )
I, Kenton C. McMillen, a Notary Public, do hereby certify that on this
5th day of January, 1998, personally appeared before me Cary A. Gaan, who, being
by me first duly sworn, declared that he is the Senior Vice President of Vic
Tanny International of Missouri, Inc. that he signed the foregoing documents as
Senior Vice President of the corporation, and that the statements therein
contained are true.
/s/ KENT C. MCMILLEN
-------------------------------
Notary Public
My Commission expires 1/6/2000
(NOTARIAL SEAL)
"OFFICIAL SEAL"
KENTON C. MCMILLEN
Notary Public, State of Illinois
My Commission Expires 01/06/00
Corp. #44 (Page 3)
(MO. - 751)
No. 164269
------
STATE OF MISSOURI
JAMES C. KIRKPATRICK, SECRETARY OF STATE
(SEAL)
CORPORATE DIVISION
CERTIFICATE OF AMENDMENT
Whereas, VIC TANNY INTERNATIONAL OF MISSOURI, INC. (FORMERLY: ST. LOUIS HEALTH
CLUBS, INC.) a corporation organized under The General and Business Corporation
Law has delivered to me a Certificate of Amendment of its Articles of
Incorporation and has in all respects complied with the requirements of law
governing the amendment of Articles of Incorporation under The General and
Business Corporation Law.
NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, do hereby certify that I have filed said Certificate of Amendment as
provided by law, and that the Articles of Incorporation of said corporation are
amended in accordance therewith.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
SEAL of the State of Missouri, at the City of Jefferson, the 4th day of
April, 1975.
/s/ JAMES C. KIRKPATRICK
------------------------
Secretary of State
(SEAL)
RECEIVED OF: VIC TANNY INTERNATIONAL OF MISSOURI, INC.
Three Dollars and no/100 Dollars, $3.00
For Credit of General Revenue Fund, on Account of Amendment Fee.
No. 164269
/s/ DOROTHYMAE MILLER
Deputy Collector of Revenue
NO. 164269
-------
STATE OF MISSOURI
JAMES C. KIRKPATRICK, SECRETARY OF STATE
(SEAL)
CORPORATE DIVISION
CERTIFICATE OF AMENDMENT
Whereas, VIC TANNY INTERNATIONAL OF MISSOURI, INC. (FORMERLY: ST. LOUIS HEALTH
CLUBS, INC.) a corporation organized under The General and Business Corporation
Law has delivered to me a Certificate of Amendment of its Articles of
Incorporation and has in all respects complied with the requirements of law
governing the amendment of Articles of Incorporation under The General and
Business Corporation Law.
NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, do hereby certify that I have filed said Certificate of Amendment as
provided by law, and that the Articles of Incorporation of said corporation are
amended in accordance therewith.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
SEAL of the State of Missouri, at the City of Jefferson, this 4th day
of April, 1975.
/s/ JAMES C. KIRKPATRICK
------------------------
Secretary of State
(SEAL)
I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, hereby
certify that the copy of the Certificate of Amendment above set forth, is full,
true, and complete, and that to the first issued certified copy thereof I have
attached a copy of the Articles of Amendment referred to therein.
(SEAL)
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
SEAL of the State of Missouri, at the City of Jefferson, this 4th day
of April, 1975.
/s/ JAMES C. KIRKPATRICK
------------------------
Secretary of State
(MISSOURI SEAL OF THE SECRETARY OF STATE)
STATE OF MISSOURI ... OFFICE OF SECRETARY OF STATE
JAMES C. KIRKPATRICK, Secretary of State
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
(1) The name of the Corporation is St. Louis Health Clubs, Inc.
The name under which it was originally organized was Jack LaLanne's Health
Spas, Inc.
(2) An amendment to the Corporation's Articles of Incorporation was adopted
by the shareholders on March 24, 1975.
(3) Article #One is amended to read as follows:
"ARTICLE ONE
The name of the corporation is: VIC TANNY INTERNATIONAL OF MISSOURI,
INC."
(If more than one article is to be amended or more space is needed attach fly
sheet)
(4) Of the 500 shares outstanding, all of such shares were entitled to
vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon as
a class were as follows:
Number of
Class Outstanding Shares
(5) The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
500 -0-
(6) If the amendment changed the number or par value of authorized shares
having a par value the amount in dollars of authorized shares having a par
value as changed is:
Not applicable
If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
Not applicable
(7) If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:
Not applicable
IN WITNESS WHEREOF, the undersigned, Nicholas J. Patru Vice-President has
----------------- --------------
President or Vice President
executed this instrument and its Asst. Secretary has affixed its
---------------------------
Assistant Secretary
corporate seal hereto and attested said seal on the 31st day of May, 1974.
ST. LOUIS HEALTH
CLUB INC.
PLACE
CORPORATE SEAL
HERE
ST. LOUIS HEALTH CLUBS, INC.
--------------------------------
(Name of Corporation)
ATTEST:
/s/ [ILLEGIBLE] By /s/ NICHOLAS J. PATRU
- ---------------------------------------- -----------------------------
(Asst. Secretary) (Vice President)
STATE OF MISSOURI )
) ss.
COUNTY OF ST. LOUIS )
I, KATHY SCHUCHMAN, a notary public, do hereby certify that on this
31st day of March, 1975, personally appeared before me Nicholas J. Patru,
who, being by me first duly sworn, declared that he is the Vice-President of
St. Louis Health Clubs, Inc. that he signed the foregoing document as
Vice-President of the corporation, and that the statements therein contained are
true.
/s/ KATHY SCHUCHMAN
-------------------------------
Notary Public
(NOTARIAL
SEAL)
My commission expires MY COMMISSION EXPIRES JUNE 2, 1978.
FILED AND CERTIFICATE
ISSUED
APR 4 1975
/s/ JAMES C. KIRKPATRICK
Corporation Dept. SECRETARY OF STATE
Corp. 44
NO. 164269
------
STATE OF MISSOURI
JAMES C. KIRKPATRICK, SECRETARY OF STATE
(SEAL)
CORPORATE DIVISION
CERTIFICATE OF AMENDMENT
Whereas, ST. LOUIS HEALTH CLUBS, INC. (FORMERLY: JACK LALANNE'S HEALTH SPAS,
INC.) a corporation organized under The General and Business Corporation
Law has delivered to me a Certificate of Amendment of its Articles of
Incorporation and has in all respects complied with the requirements of law
governing the amendment of Articles of Incorporation under The General and
Business Corporation Law.
NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, do hereby certify that I have filed said Certificate of Amendment as
provided by law, and that the Articles of Incorporation of said corporation are
amended in accordance therewith.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
SEAL of the State of Missouri, at the City of Jefferson, this 17th day
of July, 1974.
/s/ JAMES C. KIRKPATRICK
------------------------
Secretary of State
(SEAL)
I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, hereby
certify that the copy of the Certificate of Amendment above set forth, is full,
true, and complete, and that to the first issued certified copy thereof I have
attached a copy of the Articles of Amendment referred to therein.
(SEAL)
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
SEAL of the State of Missouri, at the City of Jefferson, this 17th day
of July, 1974.
/s/ JAMES C. KIRKPATRICK
------------------------
Secretary of State
No. 164269
------
STATE OF MISSOURI
JAMES C. KIRKPATRICK, SECRETARY OF STATE
(SEAL)
CORPORATE DIVISION
CERTIFICATE OF AMENDMENT
Whereas, ST. LOUIS HEALTH CLUBS, INC. (FORMERLY: JACK LALANNE'S HEALTH SPAS,
INC.) a corporation organized under The General and Business Corporation Law has
delivered to me a Certificate of Amendment of its Articles of Incorporation and
has in all respects complied with the requirements of law governing the
amendment of Articles of Incorporation under The General and Business
Corporation Law.
NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, do hereby certify that I have filed said Certificate of Amendment as
provided by law, and that the Articles of Incorporation of said corporation are
amended in accordance therewith.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
SEAL of the State of Missouri, at the City of Jefferson, this 17th day
of July, 1974.
/s/ JAMES C. KIRKPATRICK
------------------------
Secretary of State
(SEAL)
RECEIVED OF: ST. LOUIS HEALTH CLUBS, INC.
Three and no/100- - - - - - - - - - - - Dollars, $3.00
For Credit of General Revenue Fund, on Account of Amendment Fee.
No. 164269
/s/ DOROTHYMAE MILLER
----------------------------
Deputy Collector of Revenue
IN WITNESS WHEREOF, the undersigned, Nicholas J. Patru Vice-President has
----------------- --------------
President or Vice President
executed this instrument and its Asst. Secretary has affixed its
---------------------------
Assistant Secretary
corporate seal hereto and attested said seal on the 16th day of July, 1974.
PLACE
CORPORATE SEAL
HERE
JACK LALANNE'S HEALTH SPAS, INC.
--------------------------------
(Name of Corporation)
ATTEST:
/s/ [ILLEGIBLE] By /s/ NICHOLAS J. PATRU
- ---------------------------------------- -----------------------------
(Asst. Secretary) (Vice President)
STATE OF MISSOURI )
) ss.
COUNTY OF ST. LOUIS )
I, GEORGE J. LEONTSINIS, a notary public, do hereby certify that on this
16th day of September, 1973, personally appeared before me Nicholas J. Patru,
who, being by me first sworn, declared that he is the Vice-President of Jack
LaLanne's Health Spas, Inc. that he signed the foregoing document as
Vice-President of the corporation, and that the statements therein contained are
true.
/s/ GEORGE J. LEONTSINIS
-------------------------------
Notary Public
(NOTARIAL
SEAL)
My commission expires 6/9/78.
GEORGE J. LEONTSINIS
Notary Public for the County of St. Louis
which adjoins the City of St. Louis
My Commission Expires 6/9/78
FILED AND CERTIFICATE
ISSUED
JUL 17 1974
/s/ JAMES C. KIRKPATRICK
Corporation Dept. SECRETARY OF STATE
Corp. 44
(MISSOURI SEAL OF THE SECRETARY OF STATE)
STATE OF MISSOURI ... OFFICE OF SECRETARY OF STATE
JAMES C. KIRKPATRICK, Secretary of State
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
(1) The name of the Corporation is Jack LaLanne's Health Spas, Inc.
The name under which it was originally organized was Jack LaLanne's Health
Spas, Inc.
(2) An amendment to the Corporation's Articles of Incorporation was adopted
by the shareholders on July 16, 1974.
(3) Article #One is amended to read as follows:
"ARTICLE ONE
The name of the corporation is: ST. LOUIS HEALTH CLUBS, INC."
(If more than one article is to be amended or more space is needed attach fly
sheet)
(4) Of the 500 shares outstanding, all of such shares were entitled to
vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon as
a class were as follows: None
Number of
Class Outstanding Shares
(5) The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
500 -0-
(6) If the amendment changed the number or par value of authorized shares
having a par value the amount in dollars of authorized shares having a par
value as changed is:
Not applicable
If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
Not applicable
(7) If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:
Not applicable
No. 164269
------
STATE OF MISSOURI
JAMES C. KIRKPATRICK, SECRETARY OF STATE
(SEAL)
CORPORATE DIVISION
CERTIFICATE OF INCORPORATION
WHEREAS, duplicate originals of Articles of Incorporation of JACK LALANNE'S
HEALTH SPAS, INC. have been received and filed in the office of the Secretary of
State, which Articles, in all respects, comply with the requirements of The
General and Business Corporation Law: NOW, THEREFORE, I, JAMES C. KIRKPATRICK,
Secretary of State of the State of Missouri, by virtue of the authority vested
in me by law, do hereby certify and declare JACK LALANNE'S HEALTH SPAS, INC. a
body corporate, duly organized this day and that it is entitled to all rights
and privileges granted corporations organized under The General and Business
Corporation Law; that the address of its initial Registered Office in Missouri
is 506 Olive St. Room 1220, St. Louis, MO 63101; that its period of existence is
perpetual; and that the amount of its Authorized Shares is thirty thousand
Dollars.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
SEAL of the State of Missouri, at the City of Jefferson, this 14th day
of September, 1973.
/s/ JAMES C. KIRKPATRICK
------------------------
Secretary of State
(SEAL)
RECEIVED OF: JACK LALANNE'S HEALTH SPAS, INC.
Fifty-three dollars and 00/100 Dollars, $53.00
For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
/s/ [ILLEGIBLE]
Deputy Collector of Revenue
No. 164269
CORP NO. 13
NO. 164269
------
STATE OF MISSOURI
JAMES C. KIRKPATRICK, SECRETARY OF STATE
(SEAL)
CORPORATE DIVISION
CERTIFICATE OF INCORPORATION
WHEREAS, duplicate originals of Articles of Incorporation of JACK LALANNE'S
HEALTH SPAS, INC. have been received and filed in the office of the Secretary
of State, which Articles, in all respects, comply with the requirements of The
General and Business Corporation Law:
NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, by virtue of the authority vested in me by law, do hereby certify and
declare JACK LALANNE'S HEALTH SPAS, INC. a body corporate, duly organized this
day and that it is entitled to all rights and privileges granted corporations
organized under The General and Business Corporation Law; that the address of
its initial Registered Office in Missouri is 506 OLIVE ST., ROOM 1220, ST
LOUIS, MO 63101; that its period of existence is perpetual; and that the amount
of its Authorized Shares is thirty thousand Dollars.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
SEAL of the State of Missouri, at the City of Jefferson, this 14th day
of September, 1973.
/s/ JAMES C. KIRKPATRICK
------------------------
SECRETARY OF STATE
(SEAL)
I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, hereby
certify that the copy of the Certificate of Incorporation above set forth, is
full, true, and complete, and that to the first issued certified copy thereof
I have attached a copy of the Articles of Incorporation referred to therein.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
SEAL of the State of Missouri, at the City of Jefferson, this
day of , 1975.
/s/ JAMES C. KIRKPATRICK
------------------------
SECRETARY OF STATE
(SEAL)
STATE OF MISSOURI ... OFFICE OF SECRETARY OF STATE
JAMES C. KIRKPATRICK, Secretary of State
[SEAL]
ARTICLES OF INCORPORATION
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
The undersigned natural person(s) of the age of twenty-one years or more
for the purpose of forming a corporation under The General and Business
Corporation Law of Missouri adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: Jack LaLanne's Health Spas, Inc.
ARTICLE TWO
The address, including street and number, if any, of the corporation's
initial registered office in this state is: 506 Olive Street, Room 1220, St.
Louis, Missouri 63101 and the name of its initial agent at such address is:
David L. Campbell.
ARTICLE THREE
The aggregate number, class and par value, if any, of shares which the
corporation shall have authority to issue shall be: 30,000 shares, common, $1.00
par value.
The preferences, qualifications, limitations, restrictions, and the special
or relative rights, including convertible rights, if any, in respect of the
shares of each class are as follows:
[STAMP]
ARTICLE FOUR
The number and class of shares to be issued before the corporation shall
commence business, the consideration to be paid therefor and the capital with
which the corporation will commence business are as follows:
<Table>
<Caption>
Par Value (or for
shares without par
value, show amount
of consideration
No. of Class Consideration paid which will be
Shares Class to be paid capital)
500 Common $500.00 $1.00 par value
$500.00 Total
</Table>
The corporation will not commence business until consideration of the
value of at least Five Hundred Dollars has been received for the issuance of
shares.
ARTICLE FIVE
The name and place of residence of each incorporator is as follows:
Name Street City
Dorothy M. Ball 506 Olive Street St. Louis, Mo. 63101
ARTICLE SIX
The number of directors to constitute the board of directors is five
ARTICLE SEVEN
The duration of the corporation is perpetual
ARTICLE EIGHT
The corporation is formed for the following purposes:
To engage in the health club service business and related services, to sell
physical fitness programs and service and items and wards related thereto; to
acquire, by purchase, lease or otherwise, lands and buildings and interests in
lands and buildings and to own, hold, operate, lease, improve, develop and
manage any real estate so acquired, and to erect or cause to be erected, on any
lands owned, held, or occupied by the corporation, buildings or other
structures, with the appurtenances, and to manage, operate, lease, rebuild,
enlarge, alter or improve any buildings or other structures, now or hereafter
erected or otherwise acquired on any lands owned, held, or occupied, and to
encumber or dispose of any lands or interests in lands, and any buildings or
other structures, and any stores, shops, suites, rooms, or part of any buildings
or other structures, at any time owned or held by the corporation; to acquire by
subscription, purchase, or otherwise, to hold for investment or for resale, to
sell, pledge, hypothecate, and in all ways deal with stocks, scrip, bonds,
consols, debentures, mortgages, notes, trust receipts, certificates of
indebtedness, interim receipts, and other obligations and securities of
corporations, private, public, quasi-public, or municipal, foreign or domestic;
to collect the interest and dividends on its holdings and the principal thereof,
when due; to do all things suitable and proper for the protection, conservation,
or enhancement of the value of stocks, securities, evidences of indebtedness or
other properties held by it,including the exercise of the right to vote thereon;
and generally to engage in and conduct any form of manufacture, mercantile,
power, right or privilege given or that may be given to the corporation by law.
IN WITNESS WHEREOF, these Articles of Incorporation have been signed this
14th day of September, 1973.
/s/ DOROTHY M. BALL
-----------------------
STATE OF MISSOURI )
) ss.
COUNTY OF ST. LOUIS )
I, David L. Campbell, a notary public, do hereby certify that on the 14th
day of September, 1973, personally appeared before me, Dorothy M. Bell (and
_______________,) who being by me first duly sworn, (severally) declared that
he is (they are) the person(s) who signed the foregoing document as
incorporator(s), and that the statements therein contained are true.
/s/ DAVID L. CAMPBELL
----------------------------------------
Notary Public
David L. Campbell
My Commission Expires July 21, 1976
FILED AND CERTIFICATE OF
INCORPORATION ISSUED
SEPT 14 1973
James Kirkpatrick
Corporation Dept. SECRETARY OF STATE
STATE OF MISSOURI ... OFFICE OF SECRETARY OF STATE
JAMES C. KIRKPATRICK, Secretary of State
[SEAL]
ARTICLES OF INCORPORATION
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
The undersigned natural person(s) of the age of twenty-one years or more
for the purpose of forming a corporation under The General and Business
Corporation Law of Missouri adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: Jack LaLanne's Health Spas, Inc.
ARTICLE TWO
The address, including street and number, if any, of the corporation's
initial registered office in this state is: 506 Olive Street, Room 1220, St.
Louis, Missouri 63101 and the name of its initial agent at such address is:
David L. Campbell.
ARTICLE THREE
The aggregate number, class and par value, if any, of shares which the
corporation shall have authority to issue shall be: 30,000 shares, common, $1.00
par value.
The preferences, qualifications, limitations, restrictions, and the special
or relative rights, including convertible rights, if any, in respect of the
shares of each class are as follows:
ARTICLE FOUR
The number and class of shares to be issued before the corporation shall
commence business, the consideration to be paid therefor and the capital with
which the corporation will commence business are as follows:
<Table>
<Caption>
Par Value (or for
shares without par
value, show amount
of consideration
No. of Consideration paid which will be
Shares Class to be paid capital)
-------------------------------------------------------------------------------
500 Common $500.00 $1.00 par value
$500.00 Total
</Table>
The corporation will not commence business until consideration of the
value of at least Five Hundred Dollars has been received for the issuance of
shares.
ARTICLE FIVE
The name and place of residence of each incorporator is as follows:
Name Street City
- -------------------------------------------------------------------------------
Dorothy M. Ball 506 Olive Street St. Louis, Mo. 63101
ARTICLE SIX
The number of directors to constitute the board of directors is five
ARTICLE SEVEN
The duration of the corporation is perpetual
ARTICLE EIGHT
The corporation is formed for the following purposes:
To engage in the health club service business and related services, to sell
physical fitness programs and service and items and wards related thereto; to
acquire, by purchase, lease or otherwise, lands and buildings and interests in
lands and buildings and to own, hold, operate, lease, improve, develop and
manage any real estate so acquired, and to erect or cause to be erected, on any
lands owned, held, or occupied by the corporation, buildings or other
structures, with the appurtenances, and to manage, operate, lease, rebuild,
enlarge, alter or improve any buildings or other structures, now or hereafter
erected or otherwise acquired on any lands owned, held, or occupied, and to
encumber or dispose of any lands or interests in lands, and any buildings or
other structures, and any stores, shops, suites, rooms, or part of any buildings
or other structures, at any time owned or held by the corporation; to acquire by
subscription, purchase, or otherwise, to hold for investment or for resale, to
sell, pledge, hypothecate, and in all ways deal with stocks, scrip, bonds,
consols, debentures, mortgages, notes, trust receipts, certificates of
indebtedness, interim receipts, and other obligations and securities of
corporations, private, public, quasi-public, or municipal, foreign or domestic;
to collect the interest and dividends on its holdings and the principal thereof,
when due; to do all things suitable and proper for the protection, conservation,
or enhancement of the value of stocks, securities, evidences of indebtedness or
other properties held by it,including the exercise of the right to vote thereon;
and generally to engage in and conduct any form of manufacture, mercantile,
power, right or privilege given or that may be given to the corporation by law.
IN WITNESS WHEREOF, these Articles of Incorporation have been signed this
14th day of September, 1973.
/s/ DOROTHY M. BALL
-----------------------