Exhibit 3.78
NEW FITNESS HOLDING CO., INC.
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BY - LAWS
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ARTICLE I
OFFICES
Section 1. The office of the corporation shall be located in the city
of New York.
Section 2. The corporation may also have offices at such other places
both within and without the State of New York as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
"Section 1. All meetings of shareholders for the election of directors shall be
held either within or outside the state of New York, at such place as may be
fixed from time to time by the board of directors."
"Section 2. Annual meeting of shareholders, commencing with the year 1994, shall
be held during the third week of January at a date and time to be determined by
the board of directors, and, if a legal holiday, then on the next secular day,
at which they shall elect by a plurality vote, a board of directors, and
transact such other business as may properly be brought before the meeting."
then on the next secular day following, at 10:00 A. M., at which they shall
elect by a plurality vote, a board of directors, and transact such other
business as may properly be brought before the meeting.
Section 3. Written or printed notice of the annual meeting
stating the place, date and hour of the meeting shall be delivered not less than
ten nor more than fifty days before the date of the meeting, either personally
or by mail, by or at the direction of the president, the secretary, or the
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of shareholders may be held at such
time and place within or without the State of New York as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president, the board of directors, or the
holders of not less than a majority of all the shares entitled to vote at the
meeting.
Section 3. Written or printed notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called,
shall be delivered not less than ten nor more than fifty days before the date
of the meeting, either personally or by mail, by, or at the direction of, the
president, the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. The notice should
also indicate that it is being issued by, or at the direction of, the person
calling the meeting.
Section 4. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, represented in person or by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statue or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders present in
person or represented by proxy shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified.
Section 2. If a quorum is present, the affirmative vote of a
majority of the shares of stock represented at the meeting shall be the act of
the shareholders, unless the vote of a greater or lesser number of shares of
stock is required by law or the certificate of incorporation.
Section 3. Each outstanding share of stock having voting power
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.
Section 4. The board of directors in advance of any shareholders'
meeting may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at
a shareholders' meeting may, and, on the request of any shareholder entitled to
vote thereat, shall appoint one or more inspectors. In case any person appointed
as inspector fails to appear or act, the vacancy may be filled by the board in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.
Section 5. Whenever shareholders are required or permitted to
take any action by vote, such action may be
taken without a meeting on written consent, setting forth the action so taken,
signed by the holders of all outstanding shares entitled to vote thereon.
ARTICLE V
DIRECTORS
Section 1. The number of directors shall be five (5). Directors shall
be at least eighteen years of age and need not be residents of the State of New
York nor shareholders of the corporation. The directors, other than the first
board of directors, shall be elected at the annual meeting of the shareholders,
except as hereinafter provided, 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. Any or all of the directors may be removed, with or without
cause, at any time be the vote of the shareholders at a special meeting called
for that purpose.
Any director may be removed for cause by the action of the directors at
a special meeting called for that purpose.
Section 3. Newly created directorships resulting from increase in the
board of directors and all vacancies occurring in the board shall be filled by
election at an
annual meeting, or at a special meeting of shareholders called for that purpose.
A director elected to fill a vacancy shall be elected for the unexpired portion
of the term of his predecessor in office. A director elected to fill a newly
created directorship shall serve until the next succeeding annual meeting of
shareholders and until his successor shall have been elected and qualified.
Section 4. The business affairs of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statue or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.
Section 5. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside the State of
New York, at such place or places as they may from time to time determine.
Section 6. The board of directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.
ARTICLE VI
MEETING OF THE BOARD OF DIRECTORS
Section 1. Meetings of the board of directors, regular or special, may
be held either within or without the State of New York.
Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.
Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.
Section 4. Special meetings of the board of directors may be called by
the president on five 5 days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.
Section 5. Notice of a meeting need not be given to any director who
submits a signed waiver of notice whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.
Section 6. A majority of the directors shall constitute a quorum for the
transaction of business unless a greater or lesser number is required by law or
by the certificate of incorporation. The vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, unless the vote of a greater number is required by law or
by the certificate of incorporation. If a quorum shall not be present at any
meeting of directors, the directors present may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 7. Unless otherwise restricted by the certificate of incorporation
or these by-laws, members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
Section 8. Unless the certificate of incorporation provides otherwise, any
action required or permitted to be taken at a meeting of the directors or a
committee
thereof may be taken without a meeting if a consent in writing to the adoption
of a resolution authorizing the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter thereof.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. The board of directors, by resolution adopted by a majority of
the entire board, may designate, from among its members, an executive committee
and other committees, each consisting of three or more directors, and each of
which, to the extent provided in the resolution, shall have all the authority
of the board, except as otherwise required by law. Vacancies in the membership
of the committee shall be filled by the board of directors at a regular or
special meeting of the board of directors. The executive committee shall keep
regular minutes of its proceedings and report the same to the board when
required.
ARTICLE VIII
NOTICE
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be
given to any director or shareholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or shareholder, at his address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.
Section 2. Whenever any notice of a meeting is required to be given
under the provisions of the statutes or under the provisions of the certificate
of incorporation or these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.
Section 2. The board of directors at its first meeting after each
annual meeting of shareholders shall choose a president from among the
directors, and shall choose one or more vice-presidents, as secretary and a
treasurer, none of whom need be a member of the board.
ARTICLE XII
AMENDMENTS
Section 1. These by-laws may be amended or repealed or new by-laws may
be adopted at any regular or special meeting of shareholders at which a quorum
is present or represented, by the vote of the holders of shares entitled to vote
in the election of any directors, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting. These by-laws
may also be amended or repealed or new by-laws may be adopted by the affirmative
vote of a majority of the board of directors at any regular or special meeting
of the board. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the board, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors by the
by-law so adopted, amended or repealed, together with precise statement of the
changes made. By-laws adopted by the board of directors may be amended or
repealed by the shareholders.
We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which is it housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.
We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to Nycon Holding Co., Inc. in exchange for the sum of $800.00.
We do hereby approve and authorize this Corporation to issue a
certificate for one hundred thirty-five (135) shares of its $1.00 par value
common stock to John Cipolla in exchange for the sum of $135.00.
We do hereby approve and authorize this Corporation to issue a
certificate for sixty-five (65) shares of its $1.00 par value common stock to
Holiday Fitness Holding Company in exchange for the sum of $65.00.
We do hereby direct that the fiscal year end of the corporation shall
be July 31st.
We do hereby designate the ____________________ Bank as a depository
for the funds of this Corporation, direct that the appropriate resolutions by
the Secretary
of the Corporation and a copy of said resolutions be retained as part of the
corporate records.
We do hereby approve the form of certificate representing shares of
the Corporation.
We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.
/s/ Donahue L. Wildman
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Donahue L. Wildman
/s/ Jack L. Clark
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Jack L. Clark
/s/ Roy Zurkowski
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Roy Zurkowski
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Jerome B. Kahn
/s/ John Cipolla
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John Cipolla
BEING ALL OF THE DIRECTORS OF SAID
CORPORATION.
DATED: February 13, 1983.
We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which is it housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.
We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to Nycon Holding Co., Inc. in exchange for the sum of $800.00.
We do hereby approve and authorize this Corporation to issue a
certificate for one hundred thirty-five (135) shares of its $1.00 par value
common stock to John Cipolla in exchange for the sum of $135.00.
We do hereby approve and authorize this Corporation to issue a
certificate for sixty-five (65) shares of its $1.00 par value common stock to
Holiday Fitness Holding Company in exchange for the sum of $65.00.
We do hereby direct that the fiscal year end of the corporation shall
be July 31st.
We do hereby designate the ____________________ Bank as a depository
for the funds of this Corporation, direct that the appropriate resolutions by
the Secretary
of the Corporation and a copy of said resolutions be retained as part of the
corporate records.
We do hereby approve the form of certificate representing shares of
the Corporation.
We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.
/s/ Donahue L. Wildman
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Donahue L. Wildman
/s/ Jack L. Clark
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Jack L. Clark
/s/ Roy Zurkowski
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Roy Zurkowski
/s/ Jerome B. Kahn
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Jerome B. Kahn
/s/ John Cipolla
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John Cipolla
BEING ALL OF THE DIRECTORS OF SAID
CORPORATION.
DATED: February 13, 1983.