Exhibit 3.69
CERTIFICATE OF CHANGE
OF
JACK LA LANNE FITNESS CENTERS, INC.
Under Section 805A of the Business Corporation Law
We, the undersigned, the president and secretary of Jack LaLanne Fitness
Centers, Inc., hereby certify:
1. The name of the corporation is Jack LaLanne Fitness Centers, Inc.
2. The corporation's certificate of incorporation was filed by the
Department of State on October 24, 1979.
3. The certificate of incorporation is amended to:
a) Change the location of its office
and
b) Change the post office address to which the Secretary of State
shall mail a copy of process against the corporation served upon
him.
4. Paragraph "3" and "5" of the certificate of incorporation are amended
to read as follows:
"3. The office of the corporation is to be located in the
Incorporated Village of Valley Stream, County of Nassau.
5. The post office address to which the Secretary of State
shall mail a copy of any process against the corporation
served upon him is:
Seeger & Seeger
60 East 42nd Street
New York, NY 10165"
5. The changes to the certificate of incorporation were approved by the
authorization of the board.
IN WITNESS WHEREOF, we have signed our names this 30th day of March, 1990.
/s/ Michael Lucci
------------------------------
MICHAEL LUCCI, President
/s/ Neil E. Jenkins
------------------------------
NEIL E. JENKINS, Secretary
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
NEIL E. JENKINS, being sworn, deposes and says: that he is one of the
persons described in and who executed the foregoing certificate, that he has
read the same and knows its contents, and that the statements contained therein
are true.
/s/ Neil E. Jenkins
-------------------------------
NEIL E. JENKINS
Sworn to before me this
30th day of March, 1990
/s/ Diane M. Griseto
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NOTARY PUBLIC
- --------------------------------
"OFFICIAL SEAL"
DIANE M. GRISETO
Notary Public, State of Illinois
My Commission Expires 2-10-94
- --------------------------------
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
JACK LA LANNE FITNESS CENTERS, INC.
(Under Section 805 of the Business Corporation Law)
The undersigned Incorporator under the Certificate of Incorporation of
JACK LA LANNE FITNESS CENTERS, INC., there being no shareholders or subscribers
to shares whose subscriptions have been accepted, and no directors or officers,
hereby certifies:
1. The name of the corporation is JACK LA LANNE FITNESS CENTERS, INC.
2. The Certificate of Incorporation was filed by the Department of State
on October 24, 1979.
3. The Certificate of Incorporation is amended as authorized by Section
801 of the Business Corporation Law, to effect the following amendments:
A. To change the presently authorized 200 shares of common stock
all without par value to 100 shares of common stock without par value and 100
shares of preferred stock with a par value of $1,000.00 each, and to increase
the total number of shares which the corporation is authorized to issue by an
additional 900 shares, all of which shall be preferred shares of the par value
of $1,000.00 each, and to specify the designations, relative rights, preferences
and limitations of the classes of shares
Paragraph 4 of the Certificate of Incorporation is amended in
its entirety to read as follows:
"(4)(a) The aggregate number of shares which the
corporation shall have the authority to issue is 1,100, consisting of
1,000 preferred shares of the par value of $1,00.00 each, and 100
common shares without par value.
(b) The relative rights, preferences and limitations
of the shares of each class are:
The preferred shares shall entitle the holder thereof
to receive out of the surplus of the corporation a noncumulative
dividend at the rate of six percent (6%) per annum, payable annually,
before any dividend shall be set apart or paid on the common shares
for such year, and the remainder of the surplus or net earnings
applicable to the payment of dividends shall be distributed as
dividends among the holders of the common shares, as and when the
Board shall determine.
(c) In case of liquidation or distribution of assets of the
corporation, the holders of preferred shares shall be paid the par
amount of such preferred shares before any amount shall be payable to
the holders of the common shares; and after the payment of the par
amount of such preferred shares to the holders thereof. The balance of
the assets and funds of the corporation shall be distributed wholly
among the holders of the common shares.
(d) The holders of the common shares shall exclusively
possess the voting power for the election of directors and for all
other purposes, and the holders of the preferred shares shall possess
no voting power whatever."
AND
B. To provide for greater-than-statutory voting requirements for the
Board of Directors, with respect to any sales, disposition or pledge of all or
substantially all of the corporation's assets
Paragraph (7) is hereby added to the certificate of
incorporation to read as follows:
"(7) The unanimous vote of all the directors then in office,
shall be required to authorize any sale, disposition or pledge of all
or substantially all of the assets of the corporation or its
subsidiaries."
4. The amendment of the certificate of incorporation was authorized by
the written consent signed by the incorporator. There are no shareholders of
record or subscribers whose subscription has been accepted.
IN WITNESS WHEREOF, I have signed this certificate this 25th day of
October, 1979.
ISRAEL G. SEEGER /s/ Israel G. Seeger
INCORPORATOR -------------------------------
INCORPORATOR
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
ISRAEL G. SEEGER, being duly sworn, deposes and says that he is the
Incorporator of Jack La Lanne Fitness Centers, Inc., the corporation, and the
person who signed the foregoing certificate of
-2-
amendment, that he has read the certificate of amendment and knows the contents
thereof and that the same is true to his own knowledge.
/s/ Israel G. Seeger
----------------------------
Israel G. Seeger
Sworn to before me this
25th day of October, 1979.
/s/ William E. Seeger
- ---------------------------------
WILLIAM E. SEEGER
Notary Public, State of New York
No. 31-4512922 Qual. in N.Y. Co.
Commission Expires March 30, 1981
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
JACK LA LANNE FITNESS CENTERS, INC.
(under Section 805 of the Business Corporation Law)
We, the undersigned, H. Robert Jochem and Michael L. Sklar, being
respectively the vice-president and assistant secretary of Jack La Lanne Fitness
Centers, Inc. hereby certify:
1. The name of the corporation is Jack La Lanne Fitness Centers, Inc.
2. The certificate of incorporation of said corporation was filed by the
Department of State on October 24, 1979 and certificates of amendment of the
certificate of incorporation were filed on November 8, 1979 and December 27,
1979.
3. (a) The certificate of incorporation is amended to delete in its
entirety the preemptive rights formerly granted to the holders of common stock.
(b) To effect the foregoing, Section 8 of the Certificate of
Incorporation is amended to read as follows:
"There shall be no preemptive rights to the holders of common or preferred
stock."
4. The amendment was authorized in the following manner: subsequent to the
resolution of the Board of Directors by written consent of the sole shareholder
of the corporation.
IN WITNESS WHEREOF, we have signed this certificate on the 27th day of
April, 1987, and we affirm the statements contained therein as true under
penalties of perjury.
/s/ H. Robert Jochem
---------------------------------
H. Robert Jochem, Vice President
/s/ Michael L. Sklar
-------------------------------------
Michael L. Sklar, Assistant Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
JACK LA LANNE FITNESS
CENTERS, INC.
(UNDER SECTION 805 OF THE
BUSINESS CORPORATION LAW)
--------------------
State of New York
Department of State
Filed ..............
Tax $ ..............
Filing Fee $60.00
------
May 21, 1987
---------------------
[Signature Illegible]
Secretary of State
COUNSEL:
Lurie, Sklar & Simon, Ltd.
Att: Patricia A. Stanis
180 N. Michigan Ave.
Suite 2000
Chicago, IL 60601
CERTIFICATE OF INCORPORATION OF
JACK LA LANNE FITNESS CENTERS, INC.
under Section 402 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the proposed corporation is JACK LA LANNE FITNESS
CENTERS, INC.
(2) The purpose or purposes for which this corporation is formed, are as
follows, to wit:
To establish, manage, lease and otherwise carry on the business of
operating health clubs, gymnasiums, swimming pools, running tracks, tennis,
racquet ball and squash facilities and establishments of every nature and
description for health, sports, fitness and recreational purposes.
To purchase, sell, manufacture and deal in materials, goods, wares
and merchandise of any and every kind and to carry on any lawful trade or
business incident to or proper or useful in connection with such purchase,
sale, manufacture and dealings and to carry on any kind of retail or
wholesale business
To take, buy, purchase, exchange, hire, lease or otherwise acquire and
dispose of real estate and real property, either improved or unimproved,
and any interest or right therein, and to own, use, hold, control,
maintain, manage and develop the same; to sell, manage, improve, develop,
assign, transfer, convey, lease, sublease, pledge or otherwise alienate or
dispose of, and to mortgage or otherwise encumber the lands, buildings,
real property, chattels-real, and other property of the corporation, real
and/or personal and wheresoever situate, and any and all legal and
equitable rights therein.
To do all and everything necessary and proper for the accomplishment
of the objects herein enumerated, or necessary or incidental to the
protection and benefit of the corporation, and in general to carry on any
lawful business necessary to the attainment of the purposes of the
corporation, whether such business is similar in nature to the objects and
powers hereinabove set forth, or otherwise; but nothing hereinabove stated
shall be construed to give this corporation any rights, power or privileges
not permitted by the laws of the State of New York to corporations
organized under the Business Corporation Law of the State of New York.
The corporation, in furtherance of its corporate purposes above set forth,
shall have all of the powers enumerated in Section 202 of the Business
Corporation Law, subject to any limitations provided in the Business Corporation
Law or any other statute of the State of New York.
(3) The office of the corporation is to be located in the City of New
York, County of New York, State of New York.
(4) The aggregate number of shares which the corporation shall have the
authority to issue is 200 shares of common stock, all of which shall be without
par value.
(5) The Secretary of State is designated as agent of the corporation upon whom
process against it may be served. The post office address to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is
C/O MILLER & SEEGER
60 EAST 42ND STREET
NEW YORK, N. Y. 10017
(6) The accounting period which the corporation intends to establish as its
calendar or fiscal year for reporting the franchise tax shall end on
SEPTEMBER 30 1980
The undersigned incorporator, or each of them if there are more than one,
is of the age of eighteen years or over.
IN WITNESS WHEREOF, this certificate has been subscribed this 19TH day of
OCTOBER 1979 by the undersigned who affirm(s) that the statements made herein
are true under the penalties of perjury.
ISRAEL G. SEEGER s/ ISRAEL G. SEEGER
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Type name of incorporator Signature
60 EAST 42ND STREET, NEW YORK, N. Y. 10017
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Address
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Type name of incorporator Signature
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Address
- -------------------------------- -------------------------------
Type name of incorporator Signature
- -------------------------------------------------------
Address
================================================================================
CERTIFICATE OF INCORPORATION
of
JACK LA LANNE FITNESS CENTERS, INC.
under Section 402 of the Business Corporation Law
================================================================================
Filed By: MILLER & SEEGER
Office and Post Office Address
60 E. 42nd St.
New York, N.Y. 10017