Exhibit 3.57
[STATE OF COLORADO CERTIFICATE]
I, NATALIE MEYER, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY
CERTIFY THAT THE PREREQUISITES FOR THE ISSUANCE OF THIS CERTIFICATE HAVE BEEN
FULFILLED IN COMPLIANCE WITH LAW AND ARE FOUND TO CONFORM TO LAW.
ACCORDINGLY, THE UNDERSIGNED, BY VIRTUE OF THE AUTHORITY VESTED IN ME BY
LAW, HEREBY ISSUES A CERTIFICATE OF AMENDMENT TO HOLIDAY HEALTH CLUBS AND
FITNESS CENTERS, INC.
/s/ Natalie Meyer
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SECRETARY OF STATE
[STATE OF COLORADO SEAL]
DATED: DECEMBER 9, 1985
for office use only
SS: Form D-4 (Rev.8/83) MAIL TO:
Submit in Duplicate COLORADO SECRETARY OF STATE
Filing Fee: $22.50 CORPORATIONS OFFICE
1560 Broadway, Suite 200
This document must Denver, Colorado 80202
be typewritten (303) 866-2361
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is (note 3) Holiday Health Clubs and
Fitness Centers, Inc.
SECOND: The following amendment was adopted by the shareholders of the
corporation on October 8 1985, in the manner prescribed by the Colorado
Corporation Code:
RESOLVED, that the Ninth Article of the Articles of Incorporation be
deleted in its entirety and the following substituted therefor:
"NINTH: The number of directors constituting the board of
directors of the corporation is 3, and the names and addresses of the
persons who are to serve as directors until the next annual meeting of
shareholders or until their successors are elected and shall qualify
are:
Dorothy Wildman, 6821 Dempster Street, Morton Grove, IL 60053
H. Robert Jochem, 8700 W. Bryn Mawr, Chicago, IL 60631
Thomas White, 2029 Century Park East, Los Angeles, CA 90067"
THIRD: The number of shares of the corporation outstanding at the time of
such adoption was 1,000; and the number of shares entitled to vote thereon was
1,000.
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:
CLASS (NOTE 1) NUMBER OF SHARES
Common 1,000
FIFTH: The number of shares voted for such amendment was 1,000; and the
number of shares voted against such amendment was none.
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively was:
CLASS (NOTE 1) NUMBER OF SHARES
FOR AGAINST
Common none 1,000 none
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:
(NOTE 2)
n/a No change
EIGHTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
amendment, are as follows:
(NOTE 2)
n/a No change
HOLIDAY HEALTH CLUBS AND FITNESS
CENTERS, INC. (Note 3)
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STATE OF CALIFORNIA By /s/ H. Robert Jochem
COUNTY OF LOS ANGELES ----------------------------------
Its H. Robert Jochem, V. President
and /s/ Danilo Picar, (Note 4)
---------------------------------
Its Danilo Picar, Secretary
Subscribed and sworn to before me this 28 day of OCTOBER, 1985.
My commission expires Feb. 10, 1989.
/s/ Bradley T. Baker
--------------------------------------------
Notary Public
(OFFICIAL SEAL
Bradley T. Baker)
NOTES: 1. If inapplicable, insert "None."
2. If inapplicable, insert "No change."
3. Exact corporate name of corporation adopting the Articles of
Amendment. (If this is a change of name amendment the name before this
amendment is filed).
4. Signatures and titles of officers signing for the corporation.
[STATE OF COLORADO CERTIFICATE]
I, MARY ESTILL BUCHANAN, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY
CERTIFY THAT THE PREREQUISITES FOR THE ISSUANCE OF THIS CERTIFICATE HAVE BEEN
FULFILLED IN COMPLIANCE WITH LAW AND ARE FOUND TO CONFORM TO LAW.
ACCORDINGLY, THE UNDERSIGNED, BY VIRTUE OF THE AUTHORITY VESTED IN ME BY
LAW, HEREBY ISSUES A CERTIFICATE OF INCORPORATION TO HOLIDAY HEALTH CLUBS AND
FITNESS CENTERS, INC.
/s/ Mary Estill Buchanan
------------------------
SECRETARY OF STATE
[STATE OF COLORADO SEAL]
DATED: JULY 6, 1981
ARTICLES OF INCORPORATION
OF
HOLIDAY HEALTH CLUBS AND FITNESS CENTERS, INC.
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We, the undersigned natural persons of the age of twenty-one years or more,
acting as incorporators of a corporation under the Colorado Corporation Act,
adopt the following Articles of Incorporation for such corporation:
FIRST: The name of the corporation is
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HOLIDAY HEALTH CLUBS AND FITNESS CENTERS, INC.
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SECOND: The period of its duration is perpetual
--------------------------------------
THIRD: The purpose or purposes for which the corporation is organized are:
To own and operate a health club.
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FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 1,000 with a par value of $1.00 each.
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FIFTH: Cumulative voting of shares of stock is not authorized.
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SIXTH: Provisions limiting or denying to shareholders the preemptive right
to acquire additional or treasury shares of the corporation are: none
SEVENTH: The address of the initial registered office of the corporation is
1700 BROADWAY, DENVER, COLORADO 80290
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and the name of its initial registered agent at such address is
THE CORPORATION COMPANY
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EIGHTH: Address of the place of business:
----------------------------------
- --------------------------------------------------------------------------------
(If different from registered office)
NINTH: The number of directors constituting the initial board of directors
of the corporation is 4 , and the names and addresses of the persons
-----------
who are to serve as directors until the first annual meeting of shareholders or
until the first annual meeting of shareholders or until their successors are
elected and shall qualify are: (At least 3.)
NAME ADDRESS
Donahue Wildman 230 W. Monroe, Ste. 220, Chicago, ILL 60606
- --------------------------------------------------------------------------------
Roy Zurkowski 451 Goodhue, Bloomfield Hills, Mich. 48013
Jack Clark 7880 Avenida Kirja, La Jolla, CA 92037
- --------------------------------------------------------------------------------
Dorothy Wildman 626 Talcott, Parkridge, ILL 60068
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TENTH: The name and address of each incorporator is: (At least 3.)
NAME ADDRESS
W. C. Bradford, Jr. 700 S. Flower St., Los Angeles, CA 90017
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M. Shelton 700 S. Flower St., Los Angeles, CA 90017
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D. A. Tiu 700 S. Flower St., Los Angeles, CA 90017
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Dated July 3 , 1981
-------------------- ----
/s/ W. C. Bradford, Jr.
------------------------------------
W. C. Bradford, Jr.
/s/ M. Shelton
------------------------------------
M. Shelton
/s/ D. A. Tiu
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D. A. Tiu Incorporators
STATE OF CALIFORNIA )
--------------------------)
) ss.
COUNTY OF LOS ANGELES )
-------------------------)
I, Ramona E. Meza , a notary public, hereby certify that on the
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3rd day of July , 19 81 , personally appeared before me
- ---------- -------------------- ------
W. C. Bradford, Jr., M. Shelton and D. A. Tiu , who being by me first
- ------------------------------------- ----------------
duly sworn, severally declared that they are the persons who signed the
foregoing document as incorporators, and that the statements therein contained
are true.
In witness whereof I have hereunto set my hand and seal this 3rd day of
---------
July , A.D. 19 81 .
- ------------------ ------
My commission expires May 20, 1983 .
------------------------
[SEAL] RAMONA E. MEZA
NOTARY PUBLIC-CALIFORNIA
MUNICIPAL OFFICE IN
LOS ANGELES COUNTY /s/ Ramona E. Meza
------------------------------------
Notary Public
My Commission Expires May 20, 1983. Ramona E. Meza
Submit in duplicate.
Note: If this form is used "SUBMIT IN DUPLICATE" means the original and
carbon copy - TYPED. This form is not acceptable with ATTACHMENTS or
TYPING ON REVERSE SIDE. If there is not adequate space, Form D1 may be
used as a pattern or guide. Please use legal or letter size typing
paper. Type on one side only.
Shares of stock must have a dollar amount par value, or a statement
that each share is of "no par value."