Exhibit 3.89
APPROVED
BY /s/ [ILLEGIBLE]
DATE 6-26-72
AMOUNT 50.00
426498
ARTICLES OF INCORPORATION
OF
SCANDINAVIAN HEALTH SPA, INC.
The undersigned, a majority of whom are citizens of the United States, desiring
to form a corporation for profit under the general Corporation Act of Ohio, do
hereby certify:
FIRST: The name of said corporation shall be SCANDINAVIAN HEALTH SPA, INC.
SECOND: The place in the State of Ohio where its principal office is to be
located is Canton, Stark County, Ohio.
THIRD: The purpose or purposes for which it is formed are:
(a) To carry on the business of providing and maintaining all
equipment and services for a complete exercise and health spa for men,
women and children; to sell memberships in said facility and to charge
for services and the use of equipment; to buy, sell, trade and deal in
foods, drinks, health products, cosmetics and beauty aids, and to do
and perform all acts and things necessary or incidental thereto.
(b) To manufacture, purchase or otherwise acquire, sell, assign and
transfer, exchange or otherwise dispose of, and to invest, trade, deal
in or deal with goods, wares and merchandise and personal property of
every class and description.
(c) To purchase, acquire, hold, mortgage, pledge, hypothecate, loan
money upon, exchange, sell and otherwise deal in personal property and
real property of every kind, character and description whatsoever and
wheresoever situated, and any interest therein.
(d) To acquire by purchase, subscription, underwriting, participation
in syndicates, or otherwise, and to hold, own, sell, exchange, pledge,
hypothecate or otherwise dispose of, shares of stock, bonds,
mortgages, debentures, trust receipts, participation certificates,
certificates of beneficial interest, notes and other securities,
obligations, contracts, choses in action
and evidences of indebtedness generally, or interests therein, of corporations,
associations, firms, trusts, governments, states, colonies, municipalities, and
other organizations or persons; to receive, collect and exercise any and all
rights and privileges of individual ownership or interest in any of the
foregoing, including the right to vote thereon for any and all purposes, and to
do any and all acts and things for the preservation, protections, improvements
and enhancements in value thereof and to endorse or guarantee the same or become
surety in respect thereof, and to aid by loan, subsidy, guaranty or otherwise
those issuing, selling, creating or responsible for the same.
(e) To apply for, obtain, purchase, take licenses in respect of or otherwise
acquire, and to hold, own, use, grant licenses in respect of, manufacture under,
sell, assign, mortgage, pledge or otherwise dispose of any and all inventions,
devices, processes and patents of the United States or of any other country,
state, territory or locality, and all rights connected therewith or appertaining
thereunto; any and all copyrights therewith granted by the United States or any
other country, state, territory or locality; and any and all trademarks, trade
names, trade symbols and other indications of origin and ownership granted by or
recognized under the laws of the United States or any other country, state,
territory or locality.
(f) To acquire all or any part of the goodwill, rights, property and business of
any corporation, association, partnership, firm, trustee, syndicate,
combination, organization, other entity, or individual, domestic or foreign,
heretofore or hereafter engaged in any business, similar to the business of the
corporation or otherwise, and to hold, utilize, enjoy and in any manner dispose
of the whole or any part of the rights and property so acquired, and to assume
in connection therewith any liabilities of any such corporation, association,
partnership, firm, trustee, syndicate, combination, organization, individual or
other entity, domestic or foreign, and to conduct in the State of Ohio and/or in
any other state, territory, locality or country the whole or any part of the
business thus acquired, provided such business is not prohibited by the laws of
the State of Ohio.
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(g) Each purpose specified in any clause or paragraph contained in
this Article Third shall be deemed to be independent of all other
purposes herein specified and shall not be limited or restricted by
reference to or inference from the terms of any other clause or
paragraph of these Articles of Incorporation.
The corporation reserves the right, at any time and from time to time,
substantially to change its purposes, in the manner now or hereafter
permitted by statute. Any change of the purposes of the corporation,
authorized or approved by the holders of shares entitling them to
exercise the proportion of the voting power of the corporation now or
hereafter required by statute, shall be binding and conclusive upon
every shareholder of the corporation as fully as if such shareholder
had voted therefor; and no shareholder, notwithstanding that he may
have voted against such change of purposes or may have objected in
writing thereto, shall be entitled to payment of the fair cash value
of his share.
FOURTH: The maximum number of shares which the corporation is authorized to
have outstanding is five hundred (500) shares without par value.
Shares without par value may be issued pursuant to subscriptions taken
by the incorporators for such amount of consideration as may be
specified by the incorporators, and, after organization, shares
without par value now or hereafter authorized may be issued or agreed
to be issued from time to time for such amount or amounts of
consideration as may be fixed from time to time by the board of
directors. The board of directors in its discretion may fix different
amounts and/or kinds of consideration for the issuance of shares
without par value, whether issued at the same or different times, and
may determine that only a part or proportion of the amount or amounts
of consideration which shall be received by the corporation shall be
stated capital. Any and all shares without par value so issued, the
consideration for which, as fixed by the incorporators or by the board
of directors, has been paid or delivered, shall be fully paid and
non-assessable.
FIFTH: The amount of capital with which the corporation will begin business
is Five Hundred Dollars ($500.00).
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SIXTH: The board of directors is hereby authorized to fix and determine and
to vary the amount of working capital of the corporation; to determine
whether any, and if any, what part of its surplus, however created or
arising, shall be used or disposed of or declared in dividends or paid
to shareholders, and without action by the shareholders, to use and
apply such surplus, or any part thereof, at any time or from time to
time in the purchase or acquisition of shares of any class, voting
trust certificates for shares, bonds, debentures, notes, scrip,
warrants, obligations, evidences of indebtedness of the corporation or
other securities of the corporation, to such extent or amount and in
such manner and upon such terms as the board of directors shall deem
expedient.
SEVENTH: Every statute of the State of Ohio hereafter enacted, whereby the
rights or privileges of shareholders of a corporation organized under
the General Corporation Act of said state are increased, diminished or
in any way affected, or whereby effect is given to any action
authorized, ratified or approved by less than all the shareholders of
any such corporation, shall apply to this corporation and shall be
binding upon every shareholder thereof to the same extent as if such
statute had been in force at the date of the filing of these Articles
of Incorporation.
EIGHTH: A director of this corporation shall not be disqualified by his office
from dealing or contracting with the corporation as a vendor,
purchaser, employee, agent or otherwise; nor shall any transaction or
contract or act of this corporation be void or voidable or in any way
affected or invalidated by reason of the fact that any director or any
firm of which any director is a member or any corporation of which any
director is a shareholder or director is in any way interested in such
transaction or contract or act provided the fact that such director or
such firm or such corporation is so interested shall be disclosed or
shall be known to the board of directors at which action upon any such
contract or transaction or act shall be taken; nor shall any such
director be accountable or responsible to the corporation for or in
respect to any such transaction or contract or act of this corporation
or for any gains or profits realized by him by reason of the fact that
he or any firm of which he is a member or any corporation of which he
is a shareholder or director is interested in
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such transaction or contract or act; any such director may be counted
in determining the existence of a quorum at any meeting of the board
of directors of the corporation which shall authorize or take action
in respect to any such contract or transaction or act, and may vote
thereat to authorize, ratify or approve any such contract or
transaction or act, with like force and effect, as if he or any firm
of which he is a member or any corporation of which he is a
shareholder or director were not interested in such transaction or
contract or act.
NINTH: The corporation shall indemnify and hold harmless each person who
shall serve at any time as a director or officer of the corporation
from and against any and all claims and liabilities to which such
person shall become subject by reason of his having been a director or
officer of the corporation, or by reason of any action alleged to have
been taken or omitted by him as such director or officer, and shall
reimburse each such person for all legal and other expenses reasonably
incurred by him in connection with any such claim or liability;
provided, however, that no such person shall be indemnified against or
be reimbursed for any expense incurred in connection with any claim
or liability arising out of his own negligence or willful misconduct.
The rights accruing to any person under the foregoing provisions in
this article shall not exclude any other right to which he may be
lawfully entitled, or shall anything herein contained restrict the
right of the corporation to indemnify or reimburse such person in any
proper case even though not specifically herein provided for.
TENTH: If the regulations so provide, or if a resolution adopted by a
majority of all directors in the absence of such provision of the
regulations so provided, shareholders shall have no pre-emptive right
to subscribe to any or all additional issues of stock of this
corporation of any or all classes, or such limited right so to
subscribe as may be specified in the regulations or as may be
specified by resolution adopted by a majority of all directors if the
regulations do not so specify.
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IN WITNESS WHEREOF, we have hereunto set our hands this 22nd day of June,
1972.
SCANDINAVIAN HEALTH SPA, INC.
/s/ Charles A. Morgan, Jr.
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Charles A. Morgan, Jr.
/s/ Frank Leonesio
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Frank Leonesio
/s/ Carmel Masters
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Carmel Masters
INCORPORATORS
STATE OF OHIO:
SS:
STARK COUNTY:
Before me, the undersigned Notary Public in and for said county,
personally appeared this 22nd day of June, 1972, the above named Charles A.
Morgan, Jr., Frank Leonesio and Carmel Masters, each of whom acknowledged the
signing of the foregoing Articles of Incorporation to be his free act and deed
for the uses and purposes therein mentioned.
WITNESS my hand and official seal the day and year last aforesaid.
/s/ Charles A. Morgan, Jr.
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Notary Public
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APPOINTMENT OF AGENT
KNOW ALL MEN BY THESE PRESENTS, that Frank M. Leonesio of 2613 Woodlawn
Circle N.W., Canton, Ohio, 44708, a natural person, and resident of said county,
being the county in which the principal office of Scandinavian Health Spa, Inc.
is located, is hereby appointed as the person on whom process, tax notices and
demands against said Scandinavian Health Spa, Inc. may be served.
Stark County SCANDINAVIAN HEALTH SPA, INC.
/s/ Charles A. Morgan, Jr.
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Charles A. Morgan, Jr.
/s/ Frank M. Leonesio
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Frank M. Leonesio
/s/ Carmel Masters
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Carmel Masters
Incorporators
Canton, Ohio
June 22, 1972
Scandinavian Health Spa, Inc.
Canton, Ohio
Gentlemen:
I hereby accept the appointment as the representative of your company upon whom
process, tax notices or demands may be served.
/s/ Frank M. Leonesio
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Frank M. Leonesio
STATE OF OHIO:
SS:
STARK COUNTY:
Personally appeared before me, the undersigned, a Notary Public in and for said
county, this 22nd day of June, 1972, the
above-named Frank M. Leonesio who acknowledged the signing of the foregoing to
be his free act and deed for the uses and purposes therein mentioned.
WITNESS my hand and official seal on the day and year last aforesaid.
/s/ Charles A. [Illegible] Jr.
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Notary Public