EXHIBIT 3.23
-----------------------------
(SEAL Prescribed by Charter No. 347591
OF THE BOB TAFT, Secretary of State Approved EJS
SECRETARY 30 East Broad Street, 14th Floor Date March 3, 1998
OF STATE Columbus, Ohio 43266-0418 Fee $35
OHIO) Form SH-AMD (January 1991) -----------------------------
98020407802
CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF
VIC TANNY INTERNATIONAL OF TOLEDO, INC.
-------------------------------------------------------------
(Name of Corporation)
Cary A. Gaan, who is:
[ ] Chairman of the Board [ ] President [X] Senior Vice President (Check one)
and
Linda B. Motz, who is: [ ] Secretary [X] Assistant Secretary (Check one)
of the above named Ohio corporation for profit do hereby certify that: (check
the appropriate box and complete the appropriate statements)
[ ] a meeting of the shareholders was duly called for the purpose of adopting
this amendment and held on ______________, 19__ at which meeting a quorum
of the shareholders was present in person or by proxy, and by the
affirmative vote of the holders of shares entitling them to exercise ___%
of the voting power of the corporation.
[X] in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolution to amend
the articles was adopted:
BE IT RESOLVED, that the Articles of Incorporation of the Corporation be
amended by changing Article First thereof, so that, as amended, said
Article shall be and read as follows:
"FIRST: the name of the corporation shall be Bally Total Fitness of Toledo,
Inc."
IN WITNESS WHEREOF, the above named officers, acting for and on the behalf
of the corporation, have hereto subscribed their names this 27th day of
February, 1998.
By: /s/ CARY A. GAAN
-----------------------------
Cary A. Gaan
By: /s/ LINDA B. MOTZ
-----------------------------
Linda B. Motz
NOTE: Ohio law does not permit one officer to sign in two capacities, Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.
(OHIO - 613 - 3/4/91)
DEPARTMENT OF STATE
THE STATE OF OHIO
BOB TAFT
Secretary of State
347591
CERTIFICATE
IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD MIS CHN of: BALLY TOTAL FITNESS OF TOLEDO, INC.
FORMERLY VIC TANNY INTERNATIONAL OF TOLEDO, INC.
Recorded on Roll 6193 at Frame 0581 of
the Records of Incorporations and
Miscellaneous Filings.
UNITED STATES OF AMERICA
STATE OF OHIO
OFFICE OF THE SECRETARY OF STATE
(SEAL)
WITNESS MY HAND AND THE SEAL OF THE
SECRETARY OF STATE, AT THE CITY OF
COLUMBUS, OHIO, THIS 3RD DAY OF MARCH,
A.D. 1998.
/s/ BOB TAFT
BOB TAFT
Secretary of State
DEPARTMENT OF STATE
THE STATE OF OHIO
SHERROD BROWN
Secretary of State
347591
CERTIFICATE
IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AGS of: VIC TANNY INTERNATIONAL OF TOLEDO, INC.
Recorded on Roll F534 at Frame
1430 of the Records of Incorporations
and Miscellaneous Filings.
UNITED STATES OF AMERICA
STATE OF OHIO
OFFICE OF THE SECRETARY OF STATE
(SEAL)
WITNESS MY HAND AND THE SEAL OF THE
SECRETARY OF STATE, AT THE CITY OF
COLUMBUS, OHIO, THIS 3RD DAY OF AUG,
A.D. 1984.
/s/ SHERROD BROWN
SHERROD BROWN
Secretary of State
Number 347591
By [ILLEGIBLE]
Date 8-3-84
Fee $3.00
(SEAL OF THE SECRETARY OF STATE OF OHIO)
SUBSEQUENT APPOINTMENT OF AGENT
Vic Tanny International of Toledo, Inc. hereby appoints C T CORPORATION SYSTEM
of 925 EUCLID AVENUE, CLEVELAND, CUYAHOGA, County, Ohio, 44115, to succeed
Donald H. Power as agent upon whom any process, notice or demand required or
permitted by statute to be served upon the corporation may be served.
Date: June 28, 1984 By /S/ H. ROBERT JOCHEM
---------------- -------------------------
H. Robert Jochem
Title Vice President
----------------------
INSTRUCTIONS
1) The statutory agent for a corporation may be (a) a natural person who is a
resident of Ohio, or (b) an Ohio corporation or a foreign corporation
licensed in Ohio which has a business address in this state and is
explicitly authorized by its articles of incorporation to act as a
statutory agent. R.C. 1701.07(A), 1702.06(A).
2) A subsequent appointment of agent must be signed by the chairman of the
board, the president, a vice-president, the secretary or an assistant
secretary. R.C. 1701.07(L), 1702.06(K).
3) The agent's complete street address must be given; a post office box number
is not acceptable. R.C. 1701.07(C), 1702.06(C).
4) The filing fee for a subsequent appointment of agent is $3.00. R.C.
1702.07(M), 1702.06(L).
Form C-AGS April, 1980
Prescribed by Secretary of State Anthony J. Celebrezze, Jr.
(OHIO - 1933 - 9/26/83)
DEPARTMENT OF STATE
THE STATE OF OHIO
SHERROD BROWN
Secretary of State
410713
CERTIFICATE
IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AGS of: VIC TANNY INTERNATIONAL OF TOLEDO, INC.
Recorded on Roll F494 at Frame 1737 of
the Records of Incorporations and
Miscellaneous Filings.
UNITED STATES OF AMERICA
STATE OF OHIO
OFFICE OF THE SECRETARY OF STATE
(SEAL)
WITNESS MY HAND AND THE SEAL OF THE
SECRETARY OF STATE, AT THE CITY OF
COLUMBUS, OHIO, THIS 13TH DAY OF JULY,
A.D. 1984.
/s/ SHERROD BROWN
SHERROD BROWN
Secretary of State
Form C-413
UNITED STATES OF AMERICA, }
}
STATE OF OHIO }
}
OFFICE OF THE SECRETARY OF STATE. }
I, SHERROD BROWN, Secretary of State of the State of Ohio, do hereby
certify that the foregoing is an exemplified copy, carefully compared by me
with the original record now in my official custody as Secretary of State, and
found to be true and correct, of the
ARTICLES OF INCORPORATION of HOLIDAY HEALTH SPA OF TOLEDO, INC., an Ohio
corporation, Charter No. 347591, was incorporated on January 26th, 1966 and
recorded on Roll B443, Frame 78; A Certificate of AMENDMENT changing its
corporate title to: VIC TANNY INTERNATIONAL OF TOLEDO, INC.
filed in this office on the 28th day of September A.D. 1970 and recorded on
Roll B702, Frame 514 of the Records of Incorporations.
[ Secretary of State
SEAL ] WITNESS my hand and official seal at
Columbus, Ohio, this 3rd day of
February A.D. 1983
/s/ Sherrod Brown
----------------------------
SHERROD BROWN
Secretary of State
C-101 Prescribed by Secretary of State -- Ted W. Brown.
APPROVED FOR FILING
By DCL
ARTICLES OF INCORPORATION
Date 1-26-66
-- OF --
Amount 50.00
Holiday Health Spa of Toledo, Inc.
The undersigned, a majority of whom are citizens of the United States,
desiring to form a corporation, for profit, under Sections 1701.01 et seq. of
the Revised Code of Ohio, do hereby certify:
FIRST. The name of said corporation shall be Holiday Health Spa of Toledo,
Inc.
SECOND. The place in Ohio where its principal office is to be located is
1123-25 N. Reynolds Road, Toledo, Lucas County.
THIRD. The purposes for which it is formed are:
Body building exercises to be prescribed for the purpose of
controlling weight and figures of individuals.
FOURTH. The number of shares which the corporation is authorized to have
outstanding is 100 common shares, par value $10.00 each.
FIFTH. The amount of stated capital with which the corporation shall begin
business is One Thousand Dollars ($1,000.00).
IN WITNESS WHEREOF, We have hereunto subscribed our names, this 30th day
of December , 1965.
HOLIDAY HEALTH SPA of TOLEDO, Inc.
----------------------------------------
(Name of Corporation)
/s/ DONALD W. HUDSON
----------------------------------------
Donald W. Hudson Vice President
/s/ JEROME B. KAHN
----------------------------------------
Jerome B. Kahn President
/s/ CAROL A. KAHN
----------------------------------------
Carol A. Kahn Secretary/Treasurer
(INCORPORATORS' NAMES SHOULD BE TYPED OR PRINTED BENEATH SIGNATURES)
N.B. Articles will be returned unless accompanied by form designating statutory
agent. See Section 1701.7, Revised Code of Ohio.
(HOLIDAY HEALTH SPA LETTERHEAD)
December 27, 1965
This letter is to authorize the name Holiday Health Spa to be used by
Holiday Health Spa of Toledo, Inc.
/s/ JEROME B. KAHN, PRES.
--------------------------------
Jerome B. Kahn, President
HOLIDAY HEALTH SPA OF CLEVELAND, INC.
HOLIDAY HEALTH SPA OF PARMA, INC.
HOLIDAY HEALTH SPA OF MAPEL HEIGHTS, INC.
FORM C-103 PRESCRIBED BY SECRETARY OF STATE TED W. BROWN
ORIGINAL APPOINTMENT OF AGENT
The undersigned, being at least a majority of the incorporators of Holiday
Health Spa of Toledo, Inc., hereby appoint Sandy Wright, a natural person
resident in the county in which the corporation has its principal office, a
corporation having a business address in the county in which Holiday Health Spa
of Toledo, Inc. has its principal office (strike out phrase not applicable),
upon whom (which) any process, notice or demand required or permitted by
statute to be served upon the corporation may be served. His (Its) complete
address is 1123-25 N. Reynolds Rd., Toledo, Lucas County, Ohio.
HOLIDAY HEALTH SPA OF TOLEDO, INC.
/s/ JEROME B. KAHN
---------------------------------------------
Jerome B. Kahn
/s/ DONALD W. HUDSON
---------------------------------------------
Donald W. Hudson
/s/ CAROL A. KAHN
---------------------------------------------
Carol A. Kahn
---------------------------------------------
(INCORPORATORS NAMES SHOULD BE TYPED OR
PRINTED BENEATH SIGNATURES)
Toledo, Ohio
December 30, 1965
Holiday Health Spa of Toledo, Inc.
Gentlemen: I, It (strike out word not applicable) hereby accept(s)
appointment as agent of your corporation upon whom process, tax notices or
demands may be served.
/s/ SANDY WRIGHT
---------------------------------------------
(Signature of Agent or Name of Corporation)
By /s/ JEROME B. KAHN
---------------------------------------------
(Signature of Officer Signing and Title)
Remarks: All articles of incorporation must be accompanied by an original
appointment of agent. There is no filing fee for this appointment.
FORM C-103 PRESCRIBED BY SECRETARY OF STATE TED W. BROWN
ORIGINAL APPOINTMENT OF AGENT
The undersigned, being at least a majority of the incorporators of Holiday
Health Spa of Toledo, Inc., hereby appoint Sandy Wright, a natural person
resident in the county in which the corporation has its principal office, upon
whom any process, notice or demand required or permitted by statute to be served
upon the corporation may be served. His complete address is 1123-25 N. Reynolds
Rd., Toledo, Lucas County, Ohio.
HOLIDAY HEALTH SPA OF TOLEDO, INC.
/s/ JEROME B. KAHN
---------------------------------------------
Jerome B. Kahn
/s/ DONALD W. HUDSON
---------------------------------------------
Donald W. Hudson
/s/ CAROL A. KAHN
---------------------------------------------
Carol A. Kahn
---------------------------------------------
(INCORPORATORS NAMES SHOULD BE TYPED OR
PRINTED BENEATH SIGNATURES)
Toledo, Ohio
December 30, 1965
Holiday Health Spa of Toledo, Inc.
Gentlemen: I hereby accept appointment as agent of your corporation upon
whom process, tax notices or demands may be served.
/s/ SANDY WRIGHT
---------------------------------------------
(Signature of Agent or Name of Corporation)
By /s/ JEROME B. KAHN
---------------------------------------------
(Signature of Officer Signing and Title)
Remarks: All articles of incorporation must be accompanied by an original
appointment of agent. There is no filing fee for this appointment.
PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------
On the 26th day of January 1966
the persons named below as subscribers to the articles of incorporation,
desiring for themselves, their associates, successors and assigns, to become a
body corporate, in accordance with the general corporation laws of the State
of Ohio, under the name and style of
Holiday Health Spa of Toledo, Inc.
and with all the corporate rights, powers, privileges and liabilities enjoyed
under or imposed by such laws, did subscribe and acknowledge, as required by
law, articles of incorporation, which articles, together with the certificate
of acknowledgment, were, on the 26th day of January 1966, duly filed in the
office of the Secretary of State, at Columbus, Ohio, and by him recorded, and a
certified copy thereof, of which the following is a true and correct copy, by
him furnished to said subscribers:
Filed: January 26, 1966
Corporation No. 347 591
ARTICLES OF INCORPORATION
OF
Holiday Health Spa of Toledo, Inc.
The undersigned, a majority of whom are citizens of the United States,
desiring to form a corporation, for profit, under the General Corporation Act
of Ohio, do hereby certify:
FIRST. The name of said corporation shall be Holiday Health Spa of Toledo,
Inc.
SECOND. The place in the State of Ohio where its principal office is to be
located is 1123-25 N. Reynolds Rd., Toledo in Lucas County.
THIRD. The purpose or purposes for which it is formed are:
Body building exercises to be prescribed for the purpose of
controlling weight and figures of individuals.
PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------
PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------
FOURTH. The authorized number of shares of the corporation shall be 100
common shares
* All of which shall be with a par value of Ten Dollars ($10.00) each.
* All of which shall be without par value.
* Which shall be classified as follows:
(Here state designation, maximum numbers and par value, if any, of shares
of each class, and the relative rights, restrictions and qualifications of each
class.)
* Cross out if not required.
PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------
PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------
FIFTH. The amount of capital with which the corporation will begin business
is One Thousand ($1,000.00) Dollars.
(The above provisions are those required by statute. Other provisions may
be included. Refer to Ohio Revised Code Section 1701.04(B), together with
amendments, if any.)
PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------
PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------
IN WITNESS WHEREOF, we have hereunto subscribed our names, this 30th day of
December, 1965.
/s/ DONALD W. HUDSON
----------------------------------------
Donald W. Hudson
/s/ JEROME B. KAHN
----------------------------------------
Jerome B. Kahn
/s/ CAROL A. KAHN
----------------------------------------
Carol A. Kahn
UNITED STATES OF AMERICA, STATE OF OHIO, OFFICE OF THE SECRETARY OF STATE.
I, Ted Brown, Secretary of State of the State of Ohio, do hereby certify
that the foregoing is an exemplified copy, carefully compared by me with the
original record now in my official custody as Secretary of State, and found to
be true and correct, of the Articles of Incorporation of Holiday Health Spa of
Toledo, Inc. filed in this office on the 26th day of January 1966, and recorded
on Roll 443 Frame 77, of the Record of Incorporations.
Witness my hand and official seal at Columbus, this 26th day of January
1966.
(SEAL) ----------------------------------------
Secretary of State
PROCEEDINGS OF THE INCORPORATORS
- -------------------------------------------------------------------------------
On this 26th day of January 1966, at least a majority of the incorporators
of
Holiday Health Spa of Toledo, Inc.
---------------------------------------
(Name of Corporation)
met at 1123-25 N. Reynolds Rd., Toledo, Ohio
to order the receipt of subscriptions for shares of said corporation, to fix
the time and place for such receipt and waive the notice of such meeting; and
having agreed upon such time and place the following order for the receipt of
subscriptions was made in writing by at least a majority of the subscribers to
the articles of incorporation of said corporation.
ORDER FOR AND WAIVER OF NOTICE OF THE RECEIPT OF SUBSCRIPTIONS AND
DECLARATION OF VALUE OF THE SHARES OF
Holiday Health Spa of Toledo, Inc.
---------------------------------------
(Name of Corporation)
Toledo Ohio.
January 26, 1966
Holiday Health Spa of Toledo, Inc.
---------------------------------------
(Name of Corporation)
We, the undersigned being at least a majority of the incorporators do
hereby waive notice of the time and place of such receipt of subscriptions, and
do hereby order that such subscriptions to the shares of said Corporation be
received at 1123-25 N. Reynolds Rd., in the City of Toledo, Lucas County, Ohio
on the 26th day of January, 1966, at two o'clock P.M.
And we do hereby fix and declare the consideration to be received by the
Corporation for the shares to be:
* Ten ($10.00) Dollars per share for common shares, $10.00 of which shall be
allocated to stated capital, and
* XXXXXXXXXXXXXXXXXXXXXXXXXXX.
/s/ DONALD W. HUDSON
---------------------------------
Donald W. Hudson
/s/ JEROME B. KAHN
---------------------------------
Jerome B. Kahn
/s/ CAROL A. KAHN
---------------------------------
Carol A. Kahn
In accordance with the foregoing order, subscriptions to the shares were
received at 1123-25 N. Reynolds Rd., Toledo, Ohio on the 26th day of January,
1966, at two o'clock P.M. and the following subscriptions were received:
* Cross out if not required.
PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------
SHARE SUBSCRIPTION
Holiday Health Spa of Toledo, Inc.
----------------------------------
(Name of Corporation)
We, the undersigned, do hereby severally subscribe for the number of
shares of
Holiday Health Spa of Toledo, Inc.
----------------------------------
(Name of Corporation)
set opposite our respective names, and do agree to pay therefor
* Ten ($10.00) Dollars per share for the common shares;
* and ___________ ($______) Dollars per share for the preferred shares.
================================================================================
<Table>
<Caption>
Names Number of Shares Class of Shares
- ------------------------------------ ---------------- ---------------
Donald W. Hudson 50 Common
- --------------------------------------------------------------------------------
Jerome B. Kahn 49 Common
- --------------------------------------------------------------------------------
Carol A. Kahn 1 Common
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
================================================================================
</Table>
*Cross out if not required.
PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------
NOTICE OF SHAREHOLDERS' MEETING
We, the undersigned, being a majority of the incorporators of _____________
Holiday Health Spa of Toledo, Inc.
- --------------------------------------------------------------------------------
(Name of Corporation)
having received subscriptions at the place and on the day and date designated,
and subscriptions for shares having been made in an amount at least equal to
the capital stated in the articles as that with which the corporation will
begin business, do hereby give notice that the first meeting of the
shareholders is called to meet at 1123-25 N. Reynolds Rd., Toledo, Ohio on the
26th day of January 1966, at two o'clock P.M. for the election of directors and
the transaction of such other business as may come before such meeting.
/s/ DONALD W. HUDSON
----------------------------------------
Donald W. Hudson
/s/ JEROME B. KAHN
----------------------------------------
Jerome B. Kahn
/s/ CAROL A. KAHN
----------------------------------------
Carol A. Kahn
Here enter proof of notice if not waived.