EXHIBIT 3.52
BY-LAWS
OF
HEALTH & TENNIS CORPORATION OF NEW YORK
ARTICLE I
STOCKHOLDERS
Section 1. Place of Stockholders' Meetings. All meetings of the
stockholders of the Corporation shall be held at such place or places, within or
outside the State of Delaware, as may be fixed by the Board of Directors from
time to time or as shall be specified in the respective notices thereof.
Section 2. Date, Hour and Purpose of Annual Meetings of Stockholders.
Annual Meetings of Stockholders, commencing with the year 1990, shall be held on
such day and at such time as the Directors may determine from time to time by
resolution, at which meeting the stockholders shall elect, by a plurality of the
votes casts at such election, a Board of Directors, and transact such other
business as may properly be brought before the meeting. If for any reason a
Board of Directors shall not be elected at the Annual Meeting of Stockholders,
or if it appears that such Annual Meeting is not held on such date as may be
fixed by the Directors in accordance with the provisions of the By-laws, then in
either such event the Directors shall cause the election to be held as soon
thereafter as convenient.
Section 3. Special Meetings of Stockholders. Special meetings of the
stockholders entitled to vote may be called by the Chairman of the Board, the
Vice-Chairman of the Board, the President or any Vice-President, the Secretary
or by the Board of Directors, and shall be called by any of the foregoing 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 meeting.
Section 4. Notice of Meetings of Stockholders. Except as otherwise
expressly required or permitted by the laws of Delaware, not less than ten days
nor more than sixty days before the date of every stockholders' meeting the
Secretary shall give to each stockholder of record entitled to vote at such
meeting written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Such notice, if mailed, shall be deemed to be given when deposited in
the United States mail, with postage thereon prepaid, addressed to the
stockholder at the post office address for notices to such stockholder as it
appears on the records of the Corporation.
An Affidavit of the Secretary or an Assistant Secretary or of a
transfer agent of the Corporation that the notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.
Section 5. Quorum of Stockholders.
(a) Unless otherwise provided by the laws of Delaware, at any
meeting of the stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of the votes thereat shall
constitute a quorum.
(b) At any meeting of the stockholders at which a quorum shall
be present, a majority of those present in person or by proxy may
adjourn the meeting from time to time without notice other than
announcement at the meeting. In the absence of a quorum, the officer
presiding thereat shall have power to adjourn the meeting from time to
time until a quorum shall be present. Notice of any adjourned meeting
other than announcement at the meeting shall not be required to be
given, except as provided in paragraph (d) below and except where
expressly required by law.
(c) At any adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the meeting originally called, but only those
stockholders entitled to vote at the meeting as originally noticed
shall be entitled to vote at any adjournment or adjournments thereof,
unless a new record date is fixed by the Board of Directors.
(d) If an 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 adjourned meeting.
Section 6. Chairman and Secretary of Meeting. The Chairman, or in his
absence, the Vice-Chairman, or in his absence, the President, or in his absence,
any Vice President, shall preside at meetings of the stockholders. The Secretary
shall act as secretary of the meeting, or in his absence an Assistant Secretary
shall act, or if neither is present, then the presiding officer shall appoint a
person to act as secretary of the meeting.
Section 7. Voting by Stockholders. Except as may be otherwise provided
by the Certificate of Incorporation or by these By-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each share of
stock standing in his name on the books of the Corporation on the record date
for the meeting. All elections and questions shall be decided by the vote of a
majority in interest of the stockholders present in person or represented by
proxy and entitled to vote at the meeting, except as otherwise permitted or
required by the laws of Delaware, the Certificate of Incorporation or these
By-laws.
Section 8. Proxies. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by his attorney-in-fact. Every proxy
shall be in writing, subscribed by the stockholder or his duly authorized
attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged.
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Section 9. List of Stockholders.
(a) At least ten days before every meeting of stockholders,
the Secretary shall prepare or cause to be prepared a complete list of
the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the
number of shares registered in the name of each stockholder.
(b) During ordinary business hours, for a period of at least
ten days prior to the meeting, such list shall be open to examination
by any stockholder for any purpose germane to the meeting, either at a
place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.
(c) The list shall also be produced and kept at the time and
place of the meeting during the whole time of the meeting, and it may
be inspected by any stockholder who is present.
(d) The stock ledger shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger, the list
required by this Section or the books of the Corporation, or to vote in
person or by proxy at any meeting of stockholders.
Section 10. Action by Consent without Meeting. (See last page of
by-laws)
ARTICLE II
DIRECTORS
Section 1. Powers of Directors. The property, business and affairs of
the Corporation shall be managed by its Board of Directors, which may exercise
all the powers of the Corporation except such as are by the laws of Delaware or
the Certificate of Incorporation or these By-laws required to be exercised or
done by the stockholders.
Section 2. Number, Method of Election, Terms of Office of Directors.
The number of Directors which shall constitute the whole Board of Directors
shall be such as from time to time shall be determined by resolution of the
Board of Directors, but the number shall not be less than three, provided that
the tenure of a Director shall not be affected by any decrease in the number of
Directors so made by the Board. Each Director shall hold office until his
successor is elected and qualified, provided however that a Director may resign
at any time.
Section 3. Vacancies on Board of Directors.
(a) Any Director may resign his office at any time by
delivering his resignation in writing to the Chairman or the President
or the Secretary. It will take effect at the time specified therein, or
if no time is specified, it will be effective at the time of its
receipt by the Corporation. The acceptance of a resignation shall not
be necessary to make it effective, unless expressly so provided in the
resignation.
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(b) Any vacancy or newly created Directorship resulting from
any increase in the authorized number of Directors may be filled by
vote of a majority of the Directors then in office, though less than a
quorum, and any Director so chosen shall hold office until the next
annual election of Directors by the stockholders and until his
successor is duly elected and qualified, or until his earlier
resignation or removal.
Section 4. Meetings of the Board of Directors.
(a) The Board of Directors may hold their meetings, both
regular and special, either within or outside the State of Delaware.
(b) Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be
determined by resolution of the Board of Directors.
(c) The first meeting of each newly elected Board of Directors
except the initial Board of Directors shall be held as soon as
practicable after the Annual Meeting of the stockholders for the
election of officers and the transaction of such other business as may
come before it.
(d) Special meetings of the Board of Directors shall be held
whenever called by direction of the Chairman or the President or at the
request of Directors constituting one-third of the number of Directors
then in office, but not less than two Directors.
(e) The Secretary shall give notice to each Director of any
meeting of the Board of Directors by mailing the same at least two days
before the meeting or by telegraphing or delivering the same not later
than the day before the meeting. Such notice need not include a
statement of the business to be transacted at, or the purpose of, any
such meeting. Any and all business may be transacted at any meeting of
the Board of Directors. No notice of any adjourned meeting need be
given. No notice to or waiver by any Director shall be required with
respect to any meeting at which the Director is present.
Section 5. Quorum and Action. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business; but if
there shall be less than a quorum at any meeting of the Board, a majority of
those present may adjourn the meeting from time to time. Unless otherwise
provided by the laws of Delaware, the Certificate of Incorporation or these
By-laws, the act of a majority of the Directors present at any meeting at which
a quorum is present shall be the act of the Board of Directors.
Section 6. Presiding Officer and Secretary of Meeting. The Chairman
or, in his absence, a member of the Board of Directors selected by the members
present, shall preside at meetings of the Board. The Secretary shall act as
secretary of the meeting, but in his absence the presiding officers shall
appoint a secretary of the meeting.
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Section 7. Action by Consent Without Meeting. 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 or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the records of the Board or committee.
Section 8. Executive Committee. The Board of Directors may appoint from
among its members and from time to time may fill vacancies in an Executive
Committee to serve during the pleasure of the Board. The Executive Committee
shall consist of three members, or such greater number of members as the Board
of Directors may by resolution from time to time fix. One of such members shall
be the Chairman of the Board and another shall be the Vice-Chairman of the
Board, who shall be the presiding officer of the Committee. During the intervals
between the meetings of the Board, the Executive Committee shall possess and may
exercise all of the powers of the Board in the management of the business and
affairs of the Corporation conferred by these By-laws or otherwise. The
Committee shall keep a record of all its proceedings and report the same to the
Board. A majority of the members of the Committee shall constitute a quorum. The
act of a majority of the members of the Committee present at any meeting at
which a quorum is present shall be the act of the Committee.
Section 9. Other Committees. The Board of Directors may also appoint
from among its members such other committees of two or more Directors as it may
from time to time deem desirable, and may delegate to such committees such
powers of the Board as it may consider appropriate.
Section 10. Compensation of Directors. Directors shall receive such
reasonable compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for attendance
at meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.
ARTICLE III
OFFICERS
Section 1. Executive Officers of the Corporation. The executive
officers of the Corporation shall be chosen by the Board of Directors and shall
be a Chairman of the Board, a Vice-Chairman of the Board, a President, a
Vice-President, a Secretary and a Treasurer. Any two offices except those of
Chairman of the Board and Vice-Chairman of the Board, President and Vice-
President, or President and Secretary may be filled by the same person.
Section 2. Choosing of Executive Officers. The Board of Directors at
its first meeting after each Annual Meeting of Stockholders shall choose a
Chairman of the Board, a Vice-Chairman of the Board, a President, a
Vice-President, a Secretary and a Treasurer, none of whom need be a member of
the Board, except the Chairman of the Board, the Vice-Chairman of the Board and
the President.
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Section 3. Additional Officers. The Board of Directors may appoint
additional Vice Presidents, Assistant Secretaries, Assistant Treasurers and 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 4. Salaries. The salaries of all officers and agents of the
Corporation specially appointed by the Board shall be fixed by the Board of
Directors.
Section 5. Term, Removal and Vacancies. The officers of the Corporation
shall hold office until their respective successors are chosen and qualify. 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 by death, resignation,
removal or otherwise shall be filled by the Board of Directors.
Section 6. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board of Directors and of the stockholders and
shall be the chief executive officer of the Company. He shall have general
charge and supervision of the business of the Company and shall exercise and
perform all the duties incident to the office of the Chief Executive Officer. He
shall have direct supervision of the other officers and shall also exercise and
perform such powers and duties as may be assigned to him by the Board of
Directors. In the absence or disability of the Chairman of the Board: (a) the
Vice-Chairman of the Board shall preside at all meetings of the Board of
Directors and of the stockholders, and (b) the powers and duties of the Chairman
of the Board shall be exercised jointly by the Vice-Chairman of the Board and
the president until such authority is altered by action of the Board of
Directors. The Chairman of the Board shall present to the Annual Meeting of
Stockholders a report of the business of the preceding fiscal year.
Section 7. Vice Chairman of the Board. The Vice-Chairman of the Board
shall have such powers and perform such duties as are provided in these By-laws
or as may be delegated to him by the Chairman of the Board, and shall perform
such other duties as may from time to time be assigned to him by the Board of
Directors.
Section 8. Presidents. The President shall have such powers and perform
such duties as are provided in these By-laws or as may be delegated to him by
the Chairman of the Board, and shall perform such other duties as may from time
to time be assigned to him by the Board of Directors. In the absence of the
Chairman of the Board and the Vice-Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and the stockholders.
Section 9. Powers and Duties of Vice-Presidents. Any Vice-President
designated by the Board of Directors shall, in the absence, disability, or
inability to act of the President, perform all duties and exercise all the
powers of the President and shall perform such other duties as the Board may
from time to time prescribe. Each Vice-President shall have such other powers
and shall perform such other duties as may be assigned to him by the Board.
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Section 10. Powers and Duties of Treasurer and Assistant Treasurers.
(a) The Treasurer shall have the care and custody of all the
funds and securities of the Corporation except as may be otherwise
ordered by the Board of Directors, and shall cause such funds to be
deposited to the credit of the Corporation in such banks or
depositories as may be designated by the Board of Directors, the
Chairman, the President or the Treasurer, and shall cause such
securities to be placed in safekeeping in such manner as may be
designated by the Board of Directors, the Chairman, the President or
the Treasurer.
(b) The Treasurer, or an Assistant Treasurer, or such other
person or persons as may be designated for such purpose by the Board of
Directors, the Chairman, the President or the Treasurer, may endorse in
the name and on behalf of the Corporation all instruments for the
payment of money, bills of lading, warehouse receipts, insurance
policies and other commercial documents requiring such endorsements.
(c) The Treasurer, or an Assistant Treasurer, or such other
person or persons as may be designated for such purpose by the Board of
Directors, the Chairman, the President or the Treasurer, may sign all
receipts and vouchers for payments made to the Corporation; he shall
render a statement of the cash account of the Corporation to the Board
of Directors as often as it shall require the same; he shall enter
regularly in books to be kept by him for that purpose full and accurate
accounts of all moneys received and paid by him on account of the
Corporation and of all securities received and delivered by the
Corporation.
(d) Each Assistant Treasurer shall perform such duties as may
from time to time be assigned to him by the Treasurer or by the Board
of Directors. In the event of the absence of the Treasurer or his
incapacity or inability to act, then any Assistant Treasurer may
perform any of the duties and may exercise any of the powers of the
Treasurer.
Section 11. Powers and Duties of Secretary and Assistant Secretaries.
(a) The Secretary shall attend all meetings of the Board, all
meetings of the stockholders, and shall keep the minutes of all
proceedings of the stockholders and the Board of Directors in proper
books provided for that purpose. The Secretary shall attend to the
giving and serving of all notices of the Corporation in accordance with
the provisions of the By-laws and as required by the laws of Delaware.
The Secretary may, with the President, a Vice-President or other
authorized officer, sign all contracts and other documents in the name
of the Corporation. He shall perform such other duties as may be
prescribed in these By-laws or assigned to him and all other acts
incident to the position of Secretary.
(b) Each Assistant Secretary shall perform such duties as may
from time to time be assigned to him by the Secretary or by the Board
of Directors. In the event of the absence of the Secretary or his
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incapacity or inability to act, then any Assistant Secretary may
perform any of the duties and may exercise any of the powers of the
Secretary.
(c) In no case shall the Secretary or any Assistant Secretary,
without the express authorization and direction of the Board of
Directors, have any responsibility for, or any duty or authority with
respect to, the withholding or payment of any federal, state or local
taxes of the Corporation, or the preparation or filing of any tax
return.
ARTICLE IV
CAPITAL STOCK
Section 1. Stock Certificates.
(a) Every holder of stock in the Corporation shall be entitled
to have a certificate signed in the name of the Corporation by the
Chairman or the President or the Vice-Chairman or a Vice-President, and
by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, certifying the number of shares owned by him.
(b) If such a certificate is countersigned by a transfer agent
other than the Corporation or its employee, or by a registrar other
than the Corporation or its employee, the signatures of the officers of
the Corporation may be facsimiles and, if permitted by Delaware law,
any other signature on the certificate may be a facsimile.
(c) In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date
of issue.
(d) Certificates of stock shall be issued in such form not
inconsistent with the Certificate of Incorporation as shall be approved
by the Board of Directors. They shall be numbered and registered in
the order in which they are issued. No certificate shall be issued
until fully paid.
Section 2. Record Ownership. A record of the name and address of the
holder of each certificate, the number of shares represented thereby, and the
date of issue thereof shall be made on the Corporation's books. The Corporation
shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
required by the laws of Delaware.
Section 3. Transfer of Record Ownership. Transfers of stock shall be
made on the books of the Corporation only by direction of the person named in
the certificate or his attorney, lawfully constituted in writing, and only
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upon the surrender of the certificate therefor and a written assignment of the
shares evidenced thereby. Whenever any transfer of stock shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and transferee request the Corporation to do so.
Section 4. Lost, Stolen or Destroyed Certificates. Certificates
representing shares of the stock of the Corporation shall 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 5. Transfer Agent, Registrar, Rules Respecting Certificates.
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 6. Fixing Record Date for Determination of Stockholders of
Record. 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 nor 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 of the 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 V
SECURITIES HELD BY THE CORPORATION
Section 1. Voting. Unless the Board of Directors shall otherwise order,
the Chairman, the Vice-Chairman, the President, any Vice-President or the
Treasurer 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.
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Section 2. General Authorization to Transfer Securities Held by the
Corporation.
(a) Any of the following officers, to-wit: the Chairman, the
President, any Vice-President, the Treasurer or the Secretary of the
Corporation 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.
(b) 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.
ARTICLE VI
DIVIDENDS
Section 1. Declaration of Dividends. Dividends upon the capital stock
of the Corporation 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. Payment and Reserves. 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 reserves in the manner in which they were created.
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Section 3. Record Date. The Board of Directors may, to the extent
provided by law, prescribe a period, in no event in excess of sixty (60) days,
prior to the date for payment of any dividend, as a record date for the
determination of stockholders entitled to receive payment of any such dividend,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on said date so fixed shall be entitled to receive
payment of such dividend, notwithstanding any transfer of any stock on the books
of the Corporation after any such record date fixed as aforesaid.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Signatures of Officers. 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. The signature of any officer upon any of the foregoing instruments
may be a facsimile whenever authorized by the Board.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be as
fixed by resolution of the Board of Directors.
Section 3. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal, Delaware". Said seal may be used for causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
WAIVER OF OR DISPENSING WITH NOTICE
Whenever any notice of the time, place or purpose of any meeting of the
stockholders, Directors or a committee is required to be given under the laws of
Delaware, the Certificate of Incorporation or these By-laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the holding thereof, or actual attendance at the meeting in person, or
in the case of the stockholders, by his attorney-in-fact, shall be deemed
equivalent to the giving of such notice to such persons. No notice need be
given to any person with whom communication is made unlawful by any law of the
United States or any rule, regulation, proclamation or executive order issued
under any such law.
ARTICLE IX
AMENDMENT OF BY-LAWS
These By-laws, or any of them, may from time to time be supplemented,
amended or repealed by the Board of Directors, or by the vote of a majority in
interest of the stockholders represented and entitled to vote at any meeting at
which a quorum is present.
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