EXHIBIT 3.54
BYLAWS
OF
HOLIDAY HEALTH CLUBS OF THE EAST COAST, INC.
Article I
Offices
The Corporation shall maintain a registered office in the State of
Delaware as required by law. The Corporation may also have offices in such other
places either within or without the State of Delaware as the Board of Directors
may from time to time designate or as the business of the Corporation may
require.
Article II
Meetings of Stockholders
Section 1. Place. Meetings of the stockholders of the Corporation shall be held
at such place either within or without the State of Delaware as may from time to
time be designated by the Board of Directors and stated in the notice of
meeting.
"Section 2. Annual Meeting. Commencing in 1994, an annual meeting of the
stockholders of the Corporation shall be held during the third week in January
at a date and time to be determined by the Board of Directors and, if a legal
holiday, then on the next secular day 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. Notice. 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 10 nor more than 60 days before the date of the
meeting.
Section 4. List of Stockholders. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least 10 days before every meeting
of stockholders, 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.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior 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.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes may be called by the President or the Executive Vice
President and shall be called by the President or Executive Vice President 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 either class
of the 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 6. Notice of Special Meeting. 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 10 nor more than 60
days before the date of the meeting, to each stockholder entitled to vote at
such meeting.
Section 7. Business at Special Meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Section 8. Quorum. The holders of a majority of each class 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 9. Voting Power. When a quorum is present at any meeting, the vote of
the holders of a majority of each class of 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
which case such express provision shall govern and control the decision of such
question.
Section 10. Voting. At all meetings of the stockholders, every registered owner
of shares entitled to vote 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. At all elections of
Directors, the voting shall be by ballot.
Section 11. Consent. Any action required or permitted to be taken at any annual
or special meeting of stockholders of the Corporation 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 each class
of outstanding stock having not less than the minimum number of votes of each
such class 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.
Section 12. Chairman of Meeting. The President shall preside at all meetings of
the stockholders; and, in the absence of the President, the Board of Directors
may appoint any stockholder to act as chairman of the meeting.
Section 13. Secretary of Meeting. The Secretary of the Corporation shall act as
Secretary of all meetings of the
stockholders; and, in his absence, the Board of Directors may appoint any person
to act as secretary of the meeting.
Article III
Directors
"Section 1. Number and Term of Office. The business and the property of the
Corporation shall be managed and controlled by the Board of Directors. The
number of directors shall be at least three (3), but no more than twenty (20).
The Directors shall act only as a board and the individual Directors shall have
no power as such. Each director shall serve until the next annual meeting or
until his successor shall have been duly chosen.
"Section 2. Vacancies. In case of any vacancy in the Board of Directors, through
death, resignation, disqualification, or any other cause, the remaining
directors, by affirmative vote of a majority thereof, may elect a successor to
hold office for the unexpired portion of the term of the Director whose place
shall be vacant and until the election of his successor. The acceptance of a
resignation shall not be necessary to make it effective."
Section 3. Business of Corporation. The business of the Corporation shall be
managed by or under the direction of its Board of Directors.
Meetings of the Board of Directors
Section 4. Place. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately after and at the same place as the annual
meeting of stockholders, no notice other than this by-law shall be necessary to
the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present.
Section 6. Regular Meetings. Regular 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 7. Special Meetings. Special meetings of the Board may be called by the
President on one day's notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the President in like manner
and on like notice on the written request of two directors.
Section 8. Quorum. At all meetings of the Board, the entire Board of 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 9. Consent. 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 minutes of
proceedings of the Board or committee.
Section 10. Participation in Meetings. 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, or any committee, 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.
Section 11. Manifestation of dissent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent
shall not apply to a director who voted in favor of such action.
Committees of Directors
Section 12. Designation. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution of the Corporation or a revocation of a dissolution,
or amending the By-laws of the Corporation; and, unless the resolution so
provides, no such committee shall have the power and authority to declare a
dividend or to authorize the issuance of stock. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
Section 13. Minutes of Meetings. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.
Section 14. Rules of Procedure. A majority of the members of any committee may
fix its rules of procedure. All action by any committee shall be reported to the
Board of Directors at a meeting succeeding such action and shall be subject to
revision, alteration, and approval by the Board of Directors; provided that no
rights or acts of third parties shall be affected by any such revision or
alteration.
Compensation of Directors
Section 15. Payments. The Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of committees may be allowed like compensation for attending committee meetings.
Removal of Directors
Section 16. Removal. Unless otherwise restricted by law, any director or
directors may be removed, with or without cause, by the holders of a majority of
shares of the class of stock entitled to vote for the election of the director
or directors being removed.
Article IV
Notices
Section 1. Requirements. Whenever, under the provisions of the statutes or of
these By-Laws, notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice may be given
in writing, by mail, addressed to such director or stockholder, at his address
as it appears on the records of the corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.
Section 2. Waiver. Whenever any notice is required to be given under the
provisions of the statutes or of these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
Article V
Officers
Section 1. Officers. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, an Executive Vice President, a
Secretary and a Treasurer. The Board of Directors may also choose additional
Vice Presidents, and 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. Appointment. The Board of Directors at its first meeting after each
annual meeting of stockholders shall
choose a President, an Executive Vice President, a Secretary and a Treasurer.
Section 3. Other Officers and Agents. 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 4. Salaries. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
Section 5. Term of Office. The officers of the Corporation shall hold office
until their 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 shall be filled by the Board of Directors.
Section 6. Duties of Officers. One or more such officers shall be specifically
designated to sign instruments and stock certificates. One of the officers shall
have the duty to record the proceedings of the meetings of stockholders and
directors in a book to be kept for that purpose. Any number of offices may be
held by the same person.
Section 7. President and Executive Vice President. The President shall be the
principal executive, administrative and financial officer of the corporation and
shall in general supervise and control all of the business and affairs of the
corporation. He shall preside at all meetings of the stockholders and of the
Board of Directors. The President shall be elected from among the directors. In
the absence of the President or in the event of a vacancy in such office, the
Executive Vice President 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 President or Executive Vice President may sign any deed,
mortgage, bond, contract or other instrument which the Board of Directors has
authorized to be executed, except in cases where the execution thereof shall be
expressly delegated by the Board of Directors or by these By-laws to some other
officer or agent of the corporation or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to the
office of the President and Executive Vice President, respectively, and such
other duties as may be prescribed by the Board of Directors from time to time.
The President and Executive Vice President shall be ex officio members of all
committees that may, from time to time, be constituted by the Board of
Directors.
Section 8. Vice Presidents. In the absence of the Executive Vice President or in
the event of a vacancy in such office, the Vice President (or in the event there
be more than one Vice President, the Vice Presidents in the order designated at
the time of their election, or in the absence of any designation, then in the
order of their election) shall perform the duties of the Executive Vice
President and when so acting shall have all the powers of and be subject to all
the restrictions upon the Executive Vice President; and shall perform such other
duties as from time to time may be assigned to him by the President, the
Executive Vice President, or the Board of Directors.
Section 9. Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders and Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation; (d) keep a register of
the post office address of each stockholder which shall be furnished to the
Secretary by such stockholder; (e) have general charge of the stock transfer
books of the corporation; and (f) in general perform all duties as from time to
time may be assigned to him by the President or by the Board of Directors.
Section 10. Treasurer. 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 depositaries as may be designated by the Board of Directors.
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 Board of Directors, at the regular meetings of the
Board or whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall give the Corporation a
bond 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, all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the Corporation.
Article VI
Certificate of Stock
Section 1. Issuance of Stock. Every holder of stock in the corporation shall be
entitled to have a certificate signed by, or in the name of the corporation by,
an officer or officers designated to sign stock certificates by the Board of
Directors, certifying the number of shares owned by him in the Corporation.
Certificates may be issued for partly paid shares and in such case upon
the face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.
If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which
the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
Section 2. Signatures. Any of or all the signatures on the certificate may be
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.
Lost Certificates
Section 3. Replacements. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate of certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
Transfer of Stock
Section 4. Transfer. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Fixing Record Date
Section 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. 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.
Registered Stockholders
Section 6. Owner of Shares. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
Article VII
General Provisions
Section 1. 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. 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 reserve in the
manner in which it was created.
Section 3. Annual Statement. The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.
Section 4. Checks. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other persons as the Board
of Directors may from time to time designate.
Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
Section 6. Seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
Article VIII
Amendments
Section 1. Amendment of Bylaws. These Bylaws may be altered, amended or repealed
or new Bylaws may be adopted by the stockholders or by the Board of Directors
since 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 special meeting. Even though 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.
Article IX
Indemnification of Directors and Officers
(a) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative,
other than an action by or in the right of the Corporation by reason of the fact
that he is or was a director or officer or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expense, including attorneys' fees,
judgements, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgement, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, and reasonable cause to believe that his conduct
was unlawful.
(b) The Corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the Corporation to
procure a judgement in its favor by reason of the fact that he is or was a
director or officer or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which the
Court of Chancery or such other Court shall deem proper.
(c) To the extent that a director or officer has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
subjections (a) and (b) or in defense of any claim, issue of matter therein, he
shall be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b), unless ordered
by a court, should be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director or officer is
proper in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable or even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized by this section.
(f) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person.
(g) The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this section.
(h) For purposes of this section, references to "the Corporation" shall
include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors and officers so that any person who is or was a director or officer of
such constituent corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) In addition to any indemnification permitted by these by-laws, the
Board of Directors shall, in its sole discretion, have the power to grant such
indemnification as it deems in the interest of the Corporation to those persons
serving the Corporation as an employee or agent to the full extent permitted by
law.
Article X
Interested Directors and Officers
No contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if
(a) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board or the
committee, and the Board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board, a committee thereof of
the stockholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee which
authorizes the contract or transaction.
Article XI
Proxies in Respect of Securities
of Other Corporations
Unless otherwise provided by resolution adopted by the Board, the
President or Executive Vice President may from time to time appoint an attorney
or attorneys or an agent or agents to exercise in the name and on behalf of the
Corporation the powers and rights which the Corporation may have as the holder
of stock or other securities in any other corporation to vote or to consent in
respect of such stock or other securities, and the President or Executive Vice
President may instruct the person or persons so appointed as to the manner of
exercising such power and rights, and the President or Executive Vice President
may execute or cause to be executed in the name and on behalf of the Corporation
and under its corporate seal, or otherwise, all such written proxies, powers or
attorney or other written instruments as he may deem necessary in order that
the Corporation may exercise such powers and rights.
We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.
We do hereby approve and authorize this Corporation to issue a
certificate for five hundred (500) shares of its no par value common stock to
Health & Tennis Corporation of America in exchange for the sum or $500.00.
We do hereby approve and authorize this Corporation to issue a
certificate for five hundred (500) shares of its no par value common stock to
U.S. Health & Recreation, Inc. in exchange for the sum of $500.00.
Pursuant to Article VII of the By-Laws of the corporation we direct
that the fiscal year end of the corporation shall be July 31st.
We do hereby designate the ____________________ Bank as a depository
for the funds of this Corporation, direct that the appropriate resolutions be
executed by the Secretary of the Corporation and a copy of said resolutions be
retained as part of the corporate records.
We do hereby approve the form of corporate seal an impression of which
is herein set forth.
We do hereby approve the form of certificate representing shares of the
corporation.
We authorize the Treasurer of the Corporation, as, if and when Health &
Tennis Corporation of America and U.S. Health & Recreation, Inc. have paid into
the corporate account the sum of its subscription, to issue a Certificate of
shares to them. We also authorize the Treasurer to pay all costs of organization
of the Corporation.
/s/ Don L. Wildman
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DONAHUE L. WILDMAN
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JACK L. CLARK
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ROY ZURKOWSKI
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FRANK BOND
BEING ALL OF THE DIRECTORS OF SAID
CORPORATION
DATED: September 17, 1981.
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