Exhibit 3.64
BY-LAWS
OF
HOLIDAY SPA HEALTH CLUBS
OF CALIFORNIA
INDEX
<Table>
<Caption>
Article No. Heading Page
- ----------- ------- ----
I DIRECTORS
Section 1 Number 1
Section 2 Qualifying shares not
required 1
Section 3 Quorum and Vote 1
Section 4 Election 2
Section 5 Vacancies 2
Section 6 Place of meeting 2
Section 7 Organization meeting 3
Section 8 Special meetings 3
Section 9 Adjourned meetings 4
Section 10 Waiver of notice 4
Section 11 Action without meeting 4
Section 12 Powers and duties 5
(a) Management of corporate affairs 5
(b) Selection and removal of
officers, agents and employees 5
(c) Issuance of shares 5
(d) Incurring of indebtedness 6
(e) Authorization of signatures 6
(f) Fixing principal office and
place of meetings 6
(g) Committees 6
</Table>
i
<Table>
<Caption>
Article No. Heading Page
- ----------- ------- ----
(h) General powers 6
Section 13 Directors to serve without
salary 7
II OFFICERS
Section 1 Enumeration 7
Section 2 Powers and duties of the
chairman of the board 7
Section 3 Powers and duties of the
president 8
Section 4 Powers and duties of the
vice-presidents 8
Section 5 Duties of the secretary 9
(a) Minutes 9
(b) Corporate seal 9
(c) Books and other records 9
(d) Share register 9
(e) General duties 9
Section 6 Duties of the treasurer 9
(a) Receipt, deposit, and
disbursement of funds 9
(b) Books of Account 10
(c) General Duties 10
III SHAREHOLDERS
Section 1 Quorum and Vote 10
Section 2 Place of meeting 10
Section 3 Annual meeting 10
Section 4 Special meetings 11
</Table>
ii
<Table>
<Caption>
Article No. Heading Page
- ----------- ------- ----
Section 5 Adjourned meetings 11
Section 6 Notice of regular or special meetings 11
Section 7 Notice of adjourned meetings 13
Section 8 Proxies 13
Section 9 Consent of absentees 14
Section 10 Action without meeting 14
Section 11 Voting rights 15
IV MISCELLANEOUS
Section 1 Record dates and closing of transfer books 15
Section 2 Inspection of corporate records 16
Section 3 Inspection of by-laws 16
Section 4 Annual report to shareholders 17
Section 5 Representation of shares of other
corporations 17
V SEAL 17
VI AMENDMENTS
Section 1 By shareholders 17
Section 2 By the directors 18
CERTIFICATE AS TO ADOPTION OF BY-LAWS 18
</Table>
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ARTICLE I
DIRECTORS
Section 1. The number of directors shall be four (4) or such number as
shall be determined from time to time by resolutions of the Board of Directors.
Directors need not be residents of the State of California nor shareholders of
the corporation. The directors, other than the first board of directors, shall
be elected at the annual meeting of the shareholders, and each director elected
shall serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified. The first board of directors shall hold
office until the first annual meeting of shareholders.
Section 2. Qualifying shares not required. Directors need not be
shareholders of the corporation.
Section 3. Quorum and Vote.
(a) For (4) directors shall constitute a quorum, except for the
transaction of such business by the board of directors as hereinafter
described, which shall require approval of not less than five (5) members of
the board.
(b) The determination of any sale, bonus or other compensation
payable to any employee and the declaration and payment of any dividends or
other corporate distributions distributable to any shareholder shall require
the affirmative vote of not less than five (5) members of the Board. Any change
in the organization of the corporation, or any change in the operations or
policies of this corporation, set forth in the Shareholders Agreement,
including without limitation, any change in the articles of incorporation, any
increase in the authorized
shares of capital stock, the vesting of any new class or series of capital
stock, the sale of any securities, the sale of substantially all of the assets
of the corporation, the sale of the assets of any one or more health clubs, the
closing of any one or more health clubs, and any merger, consolidation,
recapitalization or other reorganization of the corporation, and any substantial
and material change in the business or policies of the corporation, including
without limitation, any expansion thereof, any acquisition or construction of
any new facility or any substantial assets acquisition shall require the
approval of not less than five (5) members of the board of directors.
Section 4. Election. Election of directors is governed in accordance with
the terms and provisions of the Shareholders Agreement. Directors shall be
elected at each annual meeting of shareholders and shall continue in office
until the election of their successors. If directors are not elected at an
annual meeting or if such meeting is not held, directors may be elected at a
special meeting of shareholders.
Section 5. Vacancies. Vacancies occurring in the office of director shall
be filled by the remaining persons within the "group", as that term is defined
in accordance with paragraphs 4(a)(iii) and (iv) of the Shareholders Agreement,
of which such director was a part.
Section 6. Place of meeting. Meetings of the board of directors shall be
held at the principal office of the corporation or at such place within or
without the State of California as is fixed from time to time by resolution of
the board or
2
by written consent of all members of the board. Whenever a place other than the
principal office is fixed by resolution as the place at which future meetings
are to be held, written notice thereof shall be sent not later than the
following business day to all directors who were absent from the meeting at
which the resolution was adopted.
Section 7. Organization meeting. Immediately following each annual meeting
of shareholders a regular meeting of the board of directors shall be held for
the purpose of organizing, electing officers, and transacting other business.
Notice of such meetings need not be given.
Section 8. Special meetings. Special meetings of the board of directors may
be called at any time by the president and the president shall call a special
meeting at any time upon the written request of two (2) directors. Written
notice of the time and place of a special meeting shall be given to each
director, either personally or by sending a copy thereof by mail or by
telegraph, charges prepaid, to his address appearing on the books of the
corporation or theretofore given by him to the corporation for the purpose of
notice. In case of personal service, such notice shall be so delivered at least
twenty-four hours prior to the time fixed for the meeting. If such notice is
mailed, it shall be deposited in the United States mail in the place in which
the principal office of the corporation is located at least seventy-two hours
prior to the time fixed for the holding of the meeting. If telegraphed it
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shall be delivered to the telegraph company at least forty-eight hours prior to
the time fixed for the holding of the meeting. If notice is not so given by the
secretary, it may be given by the president or the directors requesting the
meeting may issue the call and give the notice.
Section 9. Adjourned meetings. A quorum of the directors may adjourn any
directors' meeting to meet again at a stated day and hour. In the absence of a
quorum a majority of the directors present may adjourn from time to time to meet
again at a stated day and hour prior to the time fixed for the next regular
meeting of the board. The motion for adjournment shall be recorded in the minute
book of the corporation. Notice of the time and place of an adjourned meeting
need not be given to any director if the time and place is fixed at the meeting
adjourned.
Section 10. Waiver of notice. The transactions of any meeting of the board
of directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present and if either before or after the meeting each of the directors not
present signs a written waiver of notice or a consent to the holding of such
meeting or an approval of the minutes thereof. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 11. Action without a meeting. Any action required or permitted to
be taken by the board of directors under any provision of Division 1, Title 1 of
the California
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Corporation Code may be taken without a meeting, if all members of the board
shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the board. Such action by written consent shall have the same force and
effect as a unanimous vote of such directors. Any certificate or other document
filed under any provision of Division 1 of Title 1 of the California Corporation
Code which relates to action so taken shall state that the action was taken by
unanimous written consent of the board of directors without a meeting and that
the by-laws authorize the directors to so act.
Section 12. Powers and duties. The powers and duties of the board of
directors are:
(a) Management of corporate affairs. To conduct, manage and control the
business and affairs of the corporation and to make rules and regulations
therefor consistent with the articles of incorporation and the by-laws.
(b) Selection and removal of officers, agents and employees. To select all
the other officers, agents and employees of the corporation, to remove them at
pleasure, either with or without cause, to prescribe for them duties consistent
with the articles of incorporation and the by-laws, and to fix their
compensation.
(c) Issuance of shares. From time to time to cause shares to be issued, to
fix the consideration therefor, and to prescribe the form of share certificates.
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(d) Incurring of indebtedness. To borrow money and to incur indebtedness
for the purposes of the corporation and to cause promissory notes, bonds,
debentures and other evidences of indebtedness, and mortgages, deeds of trust,
pledge agreements, or other instruments of hypothecation to be executed as
security therefor in the corporate name.
(e) Authorization of signatures. From time to time to designate the person
or persons authorized to sign or endorse checks, drafts, or other orders for the
payment of money, issued in the name of or payable to the corporation.
(f) Fixing principal office and place of meetings. From time to time to
change the location of the principal office in the County of Orange and from
time to time to designate any place within or without the State of California as
the place at which meetings of the board of directors or of the shareholders
shall be held.
(g) Committees. To appoint an executive committee and other committees,
and to delegate to the executive committee any of the powers and authority of
the board in the management of the business and affairs of the corporation,
except the power to declare dividends and to adopt, amend, or repeal by-laws.
The board of directors shall have the power to prescribe the manner in which
proceedings of the executive committee and other committees shall be conducted.
The executive committee shall be composed of two or more directors.
(h) General Powers. Generally to exercise such powers and duties as are
usually vested in directors of corporations or authorized by the Corporations
Code of the State of California.
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(i) Notwithstanding anything herein to the contrary, the determination of
any salary, bonus or other compensation payable to any employee and any
dividends or other corporate distributions distributable to any Shareholders
shall require the approval of five (5) members of the Board of Directors. Any
change in the organization of HOLIDAY (including, without limitation, any change
in the Articles of Incorporation, any change in the By-Laws, an increase in the
number of authorized shares of capital stock, the vesting of any new class or
series of capital stock, a sale of substantially all of the assets of HOLIDAY, a
sale of the assets of any one or more club, the closing of any one or more
clubs, a merger, consolidation, recapitalization or other reorganization of the
Corporation), any change in the business or policies of HOLIDAY (including,
without limitation, any expansion thereof, any acquisition or construction of a
new club facility, or any other substantial asset acquisition), and any other
matters normally requiring approval or authorization of the Board of Directors
of a corporation shall require the approval of five (5) members of the Board of
Directors.
6A
Section 13. Directors to serve without salary. No director shall receive
any salary or other compensation for acting as a director unless such salary or
other compensation is authorized by the affirmative vote of a majority of the
authorized number of members of the board.
ARTICLE II
OFFICERS
Section 1. Enumeration. The officers of the corporation shall be a
president, one or more vice presidents, a secretary, a treasurer, and such other
officers as are elected by the board of directors including in its discretion a
chairman of the board. Officers shall be elected by and shall hold office at the
pleasure of the board of directors. When the duties do not conflict any two or
more offices except those of president and secretary or president and assistant
secretary may be held by the same person.
Section 2. Powers and duties of the chairman of the board. The chairman
of the board, if there shall be such an officer, shall, if present, preside at
all meetings of the board of directors and exercise and perform such other
powers and duties as may be from time to time assigned to him by the board of
directors.
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Section 3. Powers and duties of the president. Subject to such
supervisory powers, if any, as may be given by the board of directors to the
chairman of the board, if there be such an officer, the president shall be the
chief executive officer of the corporation and, subject to the control of the
board of directors shall have general supervision, direction and control of the
business of the corporation and its employees and shall exercise such general
powers and duties of management as are usually vested in the office of president
of a corporation. He shall preside at all meetings of the shareholders and in
the absence of the chairman of the board, or if there be none, at all meetings
of the board of directors. He shall be, ex officio, a member of all standing
committees.
Section 4. Powers and duties of the vice presidents. In the absence or
disability of the president, the vice presidents in order of their rank as fixed
by the board of directors or if not ranked, the vice president designated by the
board of directors, shall perform all of the duties of the president and when so
acting shall have all the powers of and be subject to all of the restrictions
upon the president. The vice presidents shall have such other powers and perform
such other duties as are prescribed for them from time to time by the board of
directors.
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Section 5. Duties of the secretary. The secretary shall
(a) Minutes. Keep full and complete minutes of the meetings of the board of
directors and of the meetings of the shareholders and give notice, as required,
of all such meetings;
(b) Corporate seal. Keep the seal of the corporation and affix the same to
all instruments executed by the corporation which require it;
(c) Books and other records. Maintain custody of and keep the books and
other records of the corporation except such as are in the custody of the
treasurer;
(d) Share register. Keep at the principal office of the corporation a share
register, or a duplicate share register if a transfer agent is employed to keep
the original share register, showing the ownership and transfers of ownership of
all shares;
(e) General duties. Generally, perform all duties which pertain to his
office and which are required by the board of directors.
Section 6. Duties of the treasurer. The treasurer shall
(a) Receipt, deposit, and disbursement of funds. Receive, deposit, and
disburse funds belonging to the corporation;
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(b) Books of Account. Maintain custody of and keep the books of account of
the corporation;
(c) General Duties. Generally, perform all duties which pertain to his
office and which are required by the board of directors.
ARTICLE III
SHAREHOLDERS
Section 1. Quorum and Vote. Authority to vote the shares of this
corporation is restricted by the provisions of the Shareholders Agreement.
Subject to the terms and provisions of such Agreement, the presence in person or
by proxy of the persons entitles to vote 51% of the voting shares at any meeting
of shareholders shall constitute a quorum. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.
Section 2. Place of meeting. Meetings of the shareholders shall be held at
the principal office of the corporation or at such place within or without the
State of California as is designated by the board of directors or by the written
consent of all shareholders entitled to vote thereat, given either before or
after the meeting and filed with the secretary of the corporation.
Section 3. "Annual Meeting. A regular annual meeting of the shareholders
shall be held during the third week of January in each calendar year commencing
with the year 1994 at such date and time as determined by the board of
directors. If the day designated is a legal holiday, the meeting shall be held
on the next succeeding business day."
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Section 4. Special meetings. Special meetings of the shareholders may be
held at any time for any purpose or purposes. Such special meetings may be
called at any time by the president or by the board of directors or by any two
or more members of the board, or by one or more shareholders holding not less
than one-fifth of the voting power of the corporation.
Section 5. Adjourned meetings. Any meeting of shareholders, whether or
not a quorum is present, may be adjourned from day to day or from time to time
by the vote of a majority of the shares the holders of which are either present
at the meeting or represented by proxy. The motion for adjournment shall be
recorded in the minute book of the corporation.
Section 6. Notice of regular or special meetings. Written notice
specifying the place, day and hour of any regular or special meeting, the
general nature of the business to be transacted thereat, and all other matters
required by law, shall be given to each shareholder of record entitled to vote,
either personally or by sending a copy thereof by mail or telegraph, charges
prepaid, to his address appearing on the books of the corporation or theretofore
given by him
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to the corporation for the purpose of notice or if no address appears or has
been given addressed to the place where the principal office of the corporation
is situated. It shall be the duty of the secretary to give notice of each annual
meeting of the shareholders at least ten (10) days and not more than sixty (60)
days before the date on which it is to be held. If notice is not so given by the
secretary it may be given not less than seven (7) days before such date by any
other officer or by any shareholder entitled to vote. Whenever an officer has
been duly requested to call a special meeting of shareholders, it shall be his
duty to fix the date and hour thereof, which date shall be not less than ten
(10) days and not more than sixty (60) days after the receipt of such request if
the request has been delivered in person or after the date of mailing the
request, as the case may be, and to give notice of such special meeting not less
than seven (7) days before the date on which the meeting is to be held. If the
date of such special meeting is not so fixed and notice thereof given within
seven (7) days after the date of delivery or the date of mailing the request,
the date and hour of such meeting may be fixed by the person or persons calling
or requesting the meeting and notice thereof shall be given by such person
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or persons not less than seven (7) nor more than sixty (60) days before the
date on which the meeting is to be held.
Section 7. Notice of adjourned meetings. It shall not be necessary to
give any notice of the time and place of any adjourned meeting or of the
business to be transacted thereat other than by announcement at the meeting at
which such adjournment is taken, except that when a meeting is adjourned for
thirty (30) days or more notice of the adjourned meeting shall be given as in
the case of an original meeting.
Section 8. Proxies. The appointment of a proxy or proxies shall be made
by an instrument in writing executed by the shareholder or his duly authorized
agent and filed with the secretary of the corporation. No proxy shall be valid
after the expiration of eleven (11) months from the date of its execution unless
the shareholder executing it specifies therein the length of time for which it
is to continue in force, which in no case shall exceed seven (7) years from the
date of its execution. At a meeting of shareholders all questions concerning the
qualification of voters, the validity of proxies, and the acceptance or
rejection of votes, shall be decided by the secretary of the meeting unless
13
inspectors of election are appointed pursuant to section 2232 of the California
Corporations Code, in which event such inspectors shall pass upon all questions
and shall have all other duties specified in said section.
Section 9. Consent of absentees. The transactions of any meeting of
shareholders, either annual, special or adjourned, however called and noticed,
shall be as valid as though had at a meeting duly held after regular call and
notice if a quorum is present and if, either before or after the meeting, each
shareholder entitled to vote, not present in person or by proxy, signs a written
waiver of notice or a consent to the holding of such meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
Section 10. Action without meeting. Any action which under any provision
of Division 1, Title 1 of the California Corporations Code may be taken at a
meeting of the shareholders may be taken without a meeting if authorized by a
writing signed and filed with the Secretary of the corporation either by all of
the persons who would be entitled to vote at a meeting for such purpose or, if
as to any specific action a lesser number is permitted by the Code to act by
written consent, then by not less than such lesser number.
14
Section 11. Voting rights. If no future date is fixed for the
determination of the shareholders entitled to vote at any meeting of
shareholders, only persons in whose names shares entitled to vote stand on the
stock records of the corporation on the day of any meeting of shareholders shall
be entitled to vote at such meeting.
ARTICLE IV
MISCELLANEOUS
Section 1. Record dates and closing of transfer books. From time to time
the board of directors may fix a future date, not exceeding fifty (50) days
preceding the date of any meeting of shareholders or the date fixed for the
payment of any dividend or distribution or for the allotment of rights or when
any change or conversion or exchange of shares is to go into effect, as the
record date for the determination of the shareholders entitled to notice of and
to vote at any such meeting or to receive any such dividend or distribution or
any allotment of rights or to exercise the rights with respect to any such
change, conversion, or exchange of shares. If a time is so fixed only
shareholders of record on the date so fixed shall be entitled to notice of and
to vote at such meeting or to receive such dividend or distribution or allotment
of rights or to exercise such rights, as the case may be, notwithstanding any
transfer of
15
shares on the books of the corporation after the record date so fixed. The
board of directors may close the books of the corporation against transfers of
shares during the whole or any part of the period between the record date and
the date so fixed for the meeting, payment, distribution, allotment, change, or
exercise of rights.
Section 2. Inspection of corporate records. The share register or
duplicate share register, the books of account, and the minutes of the
proceedings of the shareholders and directors shall be open to inspection upon
the written demand of any shareholder at any reasonable time and for a purpose
reasonably related to his interests as a shareholder and shall be exhibited at
any time when required by the demand of ten percent or more of the shares
represented at any shareholders' meeting. Such inspection may be made in person
or by an agent or attorney and shall include the right to make extracts. Demand
of inspection other than at a shareholders' meeting shall be made in writing
upon the president, secretary or assistant secretary of the corporation.
Section 3. Inspection of by-laws. The corporation shall keep in its
principal office for the transaction of business the original or a copy of the
by-laws as amended or otherwise altered to date, certified by the
16
secretary, which shall be open to inspection by the shareholders at all
reasonable times during office hours.
Section 4. Annual report to shareholders. The corporation shall send to
its shareholders an annual report in the form prescribed by the Corporations
Code of California not later than 120 days after the close of each of its
accounting years.
Section 5. Representation of shares of other corporations. The president
or any vice-president and the secretary or assistant secretary of the
corporation, acting either in person or by a proxy or proxies designated in a
written instrument duly executed by said officers, are authorized to vote,
represent, and exercise on behalf of this corporation all rights incident to any
shares of any other corporation standing in the name of this corporation.
ARTICLE V
SEAL
The corporation shall have a seal containing the words
HOLIDAY SPA HEALTH CLUBS OF CALIFORNIA
INCORPORATED FEBRUARY 18, 1972 CALIFORNIA
being the same as that imprinted on the margin hereof.
ARTICLE VI
AMENDMENTS
Section 1. By shareholders. Except for any
17
change for which a larger number is required by law or pursuant to the terms of
the Shareholders Agreement, these by-laws may be amended or repealed or new or
additional by-laws may be adopted by the vote or written consent of shareholders
entitled to exercise 51% of the voting power of the corporation.
Section 2. By the directors. These by-laws may be amended or repealed or
new or additional by-laws may be adopted by the vote of not less than five (5)
members of the board of directors, or by unanimous written consent of the board
of directors, and the right of the directors to change the authorized number of
directors shall be subject to all of the provisions of section 301 of the
California Corporations Code and of the Shareholders Agreement.
CERTIFICATE AS TO ADOPTION OF BY-LAWS
I hereby certify that I am the duly elected and acting secretary of HOLIDAY
SPA HEALTH CLUBS OF CALIFORNIA, a California corporation, and that the foregoing
by-laws consisting of eighteen pages, including this page, constitute the
original by-laws of said corporation, duly adopted at a meeting of the board of
directors thereof held
IN WITNESS WHEREOF, I have hereunto subscribed my
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name and affixed the seal of said corporation this day of
/s/ illegible
------------------------
Secretary
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