Exhibit 3.7
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF ORGANIZATION
OF
ACE, LLC
Under section 211 of the Limited Liability Company Law
FIRST: The name of the Limited Liability Company is ACE, LLC which
was organized under the name of CRUNCH ACE, LLC.
SECOND: The date of filing of the Articles of Organization is 7/16/98.
THIRD: The amendment effected by this certificate of amendment is as
follows:
(A) Paragraph FIFTH of the articles of organization
dealing with the management of the limited liability
company is hereby deleted in its entirety and
replaced with the following:
"FIFTH: The limited liability company is to be
managed by one or more managers."
IN WITNESS WHEREOF, the undersigned being the sole member of ACE, LLC,
has executed this certificate of amendment of the articles of organization this
24th day of September, 2003.
CRUNCH FITNESS INTERNATIONAL, INC.
--------------------------------
By: John W. Dwyer
Title: Executive Vice President
EXHIBIT 3.7
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF ORGANIZATION
OF
CRUNCH ACE, LLC
Under Section 211 of the Limited Liability Company Law.
FIRST: The name of the Limited Liability Company is:
CRUNCH ACE, LLC
SECOND: The Articles of Organization were filed with the Secretary of State
of New York on 7-16-98.
THIRD: The change effected by this certificate of amendment is as follows:
To amend Paragraph FIRST, which sets forth the name of the Limited
Liability Company. Paragraph FIRST shall now read as follows:
FIRST: The name of the Limited Liability Company is:
ACE, LLC
IN WITNESS WHEREOF, the undersigned President has executed this
certificate of amendment, this 25th day of September, 1998.
Crunch Fitness International, Inc.
Authorized Member
/s/ Doug Levine
---------------------------------------
Doug Levine, President
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CERT. OF AMENDMENT
OF
CRUNCH ACE, LLC
FILED BY;
PAUL CONDZAL, ESQ.
880 THIRD AVE.
STE. 900
NY NY 10022
BLU-39
BILLED
2
ARTICLES OF ORGANIZATION
OF
CRUNCH ACE, LLC
Under Section 203 of the Limited Liability Company Law of the State of New York
THE UNDERSIGNED, being a natural person of at least eighteen (18)
years of age and acting as the organizer of the limited liability company (the
"Company") hereby being formed under Section 203 of the Limited Liability
Company Law of the State of New York (the "LLCL"), certifies that
FIRST: The name of the Company is CRUNCH ACE, LLC.
SECOND: The county within the State of New York in which the
principal office of the Company is to be located is NEW YORK
THIRD: In addition to the events of dissolution set forth in ss. 701
of the LLCL, the latest date on which the Company may dissolve is 7-31-2028.
FOURTH: The Secretary of State is designated as the agent of the
Company upon whom process against the Company may be served. The post office
address within or without the State of New York to which the Secretary of State
shall mail a copy of any process against the Company served upon such Secretary
of State is PAUL F. CONDZAL, ESQ., 880 THIRD AVE., NY NY 10022.
FIFTH: The Company is to be managed by MEMBERS
IN WITNESS WHEREOF, I have subscribed these Articles of Organization
and do hereby affirm the foregoing as true under penalties of perjury, this
07/16/98
/s/ SHARON BABALA
----------------------------------
SHARON BABALA
Sole Organizer
co BLUMBER OF ?????????
CORPORATE SERVICES INC.
423 Broadway Suite ???
Albany NY ????
1
ARTICLES OF ORGANIZATION
OF
CRUNCH ACE, LLC
Under Section 203 of the Limited Liability Company Law of the State of New York
BLU-39
BILLED
FILED BY:
PAUL F. CONDZAL
880 3RD AVENUE, STE 900
NEW YORK NY 10022
2