(STAMP)
Exhibit 3.61
(STAMP)
CERTIFICATE OF INCORPORATION
OF
HOLIDAY/SOUTHEAST HOLDING CORP.
* * * * *
1. The name of the corporation is
HOLIDAY/SOUTHEAST HOLDING CORP.
2. The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is one thousand (1,000); all of such shares shall be without
par value.
5A. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
M. A. Ferrucci 100 West Tenth Street
Wilmington, Delaware 19801
B. A. Schuman 100 West Tenth Street
Wilmington, Delaware 19801
E. L. Kinsler 100 West Tenth Street
Wilmington, Delaware 19801
5B. The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:
NAME MAILING ADDRESS
---- ---------------
Donahue L. Wildman Chicago Health Clubs, Inc.
230 West Monroe Street
Chicago, IL 60606
Jack L. Clark 7880 Avenida Kirjah
La Jolla, CA 92037
Roy Zurkowski 451 Goodhue
Bloomfield Hills, MI 48013
Frank Bond 13414 Blyethenia Road
Phoenix, MD 21131
Harold Harrison Knoxville Executive Health &
Racquet Centers
1612 Downtown West Blvd.
Knoxville, TN 37919
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
-2-
By a majority of the whole board, to 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. The by-laws may provide that 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
set 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, or in the by-laws of the corporation, 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,
or amending the by-laws of the corporation; and, unless the resolution or
by-laws, expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.
-3-
When and as authorized by the stockholders in accordance with statute, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon
such terms and conditions and for such consideration, which may consist in
whole or in part of money or property including shares of stock in, and/or
other securities of, any other corporation or corporations, as its board of
directors shall deem expedient and for the best interest of the corporation.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
-4-
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 21st day of July , 1981.
/s/ M. A. Ferrucci
-------------------------------------------
M. A. Ferrucci
/s/ B. A. Schuman
-------------------------------------------
B. A. Schuman
/s/ E. L. Kinsler
-------------------------------------------
E. L. Kinsler
-5-
REC H137 PAGE 468
(LOGO)
STATE
OF
DELAWARE
OFFICE OF SECRETARY OF STATE
I, Glenn C. Kenton Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of Certificate
of Incorporation of the "HOLIDAY/SOUTHEAST HOLDING CORP.", as received and filed
in this office the twenty-first day of July, A.D. 1981, at 2 o'clock P.M.
In Testimony Whereof, I have hereunto set my hand
and official seal at Dover this twenty-first day
of July in the year of our Lord one thousand nine
hundred and eighty-one.
(SEAL)
/s/ GLENN C. KENTON, Secretary of State
--------------------------------------------------
Glenn C. Kenton, Secretary of State
FORM 121