Exhibit 3.67
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:30 PM 12/31/2001
010678715 - 3423541
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
IRON ACQUISITION CORP.
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PURSUANT TO SECTIONS 242 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
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Iron Acquisition Corp., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies as follows:
1. The original Certificate of Incorporation of the Corporation was filed
in the office of the Secretary of State of Delaware on September 27, 2001.
2. ARTICLE FIRST of the Certificate of Incorporation is amended to read as
follows:
"FIRST: The name of the Corporation is Crunch Fitness International,
Inc. (the "Corporation")."
3. The aforesaid amendment was duly adopted in accordance with the
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its Chief Executive Officer this 31st day of December, 2001.
IRON ACQUISITION CORP.
By: /s/ William Fanelli
---------------------------------
Name: William Fanelli
Title:
State of Delaware
PAGE 1
Office of the Secretary of State
______________________________
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON
FILE OF "IRON ACQUISITION CORP." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SEVENTH DAY OF SEPTEMBER,
A.D. 2001, at 4 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
/s/ Harriet Smith Windsor
[SEAL, OFFICE OF -----------------------------------------
THE SECRETARY OF STATE, DELAWARE] Harriet Smith Windsor, Secretary of State
3423541 8100H AUTHENTICATION: 1414850
010513962 DATE: 10-29-01
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 09/27/2001
010481387 - 3423541
CERTIFICATE OF INCORPORATION
OF
IRON ACQUISITION CORP.
The undersigned, in order to form a corporation for the purpose hereinafter
stated, under and pursuant to the provisions of the Delaware General Corporation
Law, hereby certifies that:
First. The name of the Corporation is Iron Acquisition Corp. (the
"Corporation").
Second. The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, DE 19801, in the County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
Third. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
Fourth. The total number of shares of stock which the Corporation is
authorized to issue is one thousand (1,000) of Common Stock, par value 0.01
dollars ($0.01) per share.
Fifth. The name and address of the incorporator is William P. Mills, Esq.,
100 Maiden Lane, New York, New York 10038.
Sixth. Unless and to the extent that the By-Laws of the Corporation shall
so require, the election of directors of the Corporation need not be by written
ballot.
Seventh. In furtherance and not in limitation of the powers conferred by
the General Corporation Law of the State of Delaware, the Board of Directors of
the Corporation shall be authorized to make, alter, or repeal the By-Laws of the
Corporation as and to the extent permitted therein.
Eighth. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability to the extent provided by applicable law
(i) for any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which such director derived an improper personal benefit. No repeal or
modification of this Article Eighth shall adversely affect any right or
protection of a director of the Corporation in respect of any act or omission
occurring prior to the time of such repeal or modification.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Incorporation on September 27, 2001.
/s/ William P. Mills
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William P. Mills, Esq.
Sole Incorporator
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