EXHIBIT 3.59
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION

HOLIDAY HEALTH CLUBS OF THE SOUTHEAST, INC.
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FOR USE BY (FILE THIS FORM IN THIS SPACE FOR USE BY
THE SECRETARY OF STATE DUPLICATE ORIGINALS) THE SECRETARY OF STATE

FILE NO .............. (SECT. 33-7-30 OF 1976 CODE) (STAMP)
FEE PAID $............ FILED
R. N. ................ AUG 18, 1981
DATE.................. (INSTRUCTIONS ON PAGE 4)

1. The name of the proposed corporation is HOLIDAY HEALTH CLUBS OF THE
SOUTHEAST, INC.

2. The initial registered office of the corporation is 409 East North Street
located in the city of Greenville, county of Greenville and the State of
South Carolina and the name of its initial registered agent at such address
is C T Corporation System

3. The period of duration of the corporation shall be perpetual

4. The corporation is authorized to issue shares of stock as follows:

<Table>
<Caption>
CLASS OF SHARES AUTHORIZED NO. OF EACH CLASS PAR VALUE
--------------- ---------------------------- ---------

COMMON 100,0000 $1.00

Date Aug 18, 1981
CERTIFIED TO BE A TRUE AND CORRECT
COPY AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE.

/s/ JOHN T. CAMPBELL
SECRETARY OF STATE OF SOUTH CAROLINA
</Table>

If shares are divided into two or more classes or if any class of shares is
divided into series within a class, the relative rights, preferences, and
limitations of the shares of each class, and of each series within a class, are
as follows:

5. Total authorized capital stock $100,000.00
Please see instructions on Page 4.

6. It is represented that the corporation will not begin business until there
has been paid into the corporation the minimum consideration for the issue
of shares, which is $1,000.00 of which at least $500.00 is in cash.

7. The number of directors constituting the initial board of directors of the
corporation is Five (5), and the names and addresses of the persons who are
to serve as directors until the first annual meeting of shareholders or
until their successors be elected and qualify are:

Donahue L. Wildman.....230 W. Monroe St., Chicago Illinois 60606
Roy Zurkowski..........415 Goodhue Road, Bloomfield Hills, Mich. 48013
Jack L. Clark..........7880 Avenida Kirjah, LaJolla, California 92037
John D. Shaffer........3312 N. Main St., Anderson, S. C. 29621
Harold Harrison........c/o Knoxville Health & Racquet Centers
1612 Downtown West Blvd., Knoxville, Tennessee 37919

- ----------------------------------- ----------------------------------------
Name Address

8. The general nature of the business for which the corporation is organized
is (it is not necessary to set forth in the purposes powers enumerated in
Section (33-3-10 of 1976 Code).

To operate facilities designed to promote and encourage physical fitness
and exercise for persons of all ages including, but not limited to, planned
and/or supervised exercise programs, body building programs and swimming
programs; to buy, sell, own, exchange, operate, mortgage, lease and manage
real and personal property of all kinds, both as principal and agent, and
at either wholesale or retail; to do all things incident or necessary to
such businesses and in general carry on any business not contrary to the
laws of the State of South Carolina, and to have and to exercise all the
powers, rights and privileges conferred by the laws of the State of South
Carolina upon corporations organized thereunder.

9. Provisions which the incorporators elect to include in the articles of
incorporation are as follows:

The pre-emptive rights of stockholders shall apply without exception
to all Common Stock issued by this corporation for any consideration
whatsoever.

This corporation is authorized to purchase shares of its own stock
from either Earned Surplus or Capital Surplus, upon authorization by the
Board of Directors.

If any of the owners of the capital stock of this corporation, or if
this corporation and one or more of its stockholders shall enter into an
agreement respecting the management of the affairs of this corporation, or
respecting the rights of its stockholders to sell, assign, transfer, pledge
or otherwise dispose of any of the capital (continued below)

10. The name and address of each incorporator is.

<Table>
<Caption>
Name Street & Box No. City County State
---- ---------------- ---- ------ -----

Carolyn J. Gilreath 171 Ingleoak Lane, Greenville (Greenville) S.C. 29615
</Table>

ITEM 9 CONTINUED
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stock of this corporation, and if a copy of such agreement shall be filed
in the Minute Book of the corporation and if the certificates of capital
stock the subject of such restrictions shall have reference thereon to such
agreement or agreements, then the capital stock of this corporation shall
not be sold, transferred or otherwise disposed of to any party or parties
except in accordance with the terms and conditions of such agreement or
agreements. This corporation may be voluntarily dissolved by written
consent of all of its shareholders, whether or not entitled to vote.

/s/ CAROLYN J. GILREATH
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(Signature of Incorporator)

August 14, 1981 Carolyn J. Gilreath
Date ------------------------------ ----------------------------------------
(Type or Print Name)

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(Signature of Incorporator)

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(Type or Print Name)

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(Signature of Incorporator)

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(Type or Print Name)

STATE OF SOUTH CAROLINA
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COUNTY OF GREENVILLE
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The undersigned Carolyn J. Gilreath
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do hereby certify that they are the incorporators of HOLIDAY HEALTH CLUBS OF THE
SOUTHEAST, INC. Corporation and are authorized to execute this verification;
that each of the undersigned for himself does hereby further certify that he
has read the foregoing document, understands the meaning and purport of the
statements therein contained and the same are true to the best of his
information and belief.

/s/ Carolyn J. Gilreath
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(Signature of Incorporator)
Carolyn J. Gilreath

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(Signature of Incorporator)

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(Signature of Incorporator)
(Each Incorporator Must Sign)

CERTIFICATE OF ATTORNEY

11. I, James R. Gilreath, an attorney licensed to practice in the State of
South Carolina, certify that the corporation, to whose articles of
incorporation this certificate is attached, has complied with the
requirements of Chapter 7 of Title 33 of the South Carolina Code of 1976,
relating to the organization of corporations, and that in my opinion, the
corporation is organized for a lawful purpose.

Date August 14, 1981 /s/ James R. Gilreath
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(Signature)

James R. Gilreath
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(Type or Print Name)

Address Post Office Box 2147
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Greenville, South Carolina 29602
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SCHEDULE OF FEES
(Payable at time of filing Articles of With Secretary of State)

Fee for filing Articles $ 5.00
In addition to the above, $.40 for each
$1,000.00 of the aggregate value of
shares which the Corporation is autho-
rized to issue, but in not case less than 40.00
nor more than 1,000.00

NOTE. THIS FORM MUST BE COMPLETED IN ITS ENTIRETY BEFORE IT WILL BE ACCEPTED
FOR FILING.
THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS AND A
CHECK IN THE AMOUNT OF $10 PAYABLE TO THE SOUTH CAROLINA TAX COMMISSION.

Please see instructions on the reverse side.