CODE OF REGULATIONS
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Exhibit 3.90
CODE OF REGULATIONS
OF
SCANDINAVIAN HEALTH SPA, INC.
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(Name of Corporation)
adopted by its shareholders entitled to vote for the government of the
corporation:
ARTICLE I.
MEETINGS OF SHAREHOLDERS
(a) Annual Meetings. The annual meeting of the shareholders of this
corporation shall be held at the principal office of the corporation, in
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Canton Ohio, on the 30th in January of each year, at
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10:00 o'clock A.M., if not a legal holiday, but if a legal holiday, then on
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the day following at the same hour. The first annual meeting of the corporation
shall be held in 1973.
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(b) Special meetings of the shareholders of this corporation shall be
called by the Secretary, pursuant to a resolution of the Board of Directors,
or upon the written request of two directors, or by shareholders representing
25% of the shares issued and entitled to vote. Calls for special meetings shall
specify the time, place and object or objects thereof, and no business other
than that specified in the call therefor shall be considered at any such
meetings.
(c) Notice of Meetings. A written or printed notice of the annual or any
special meeting of the shareholders, stating the time and place, and in case of
special meetings, the objects thereof, shall be given to each shareholder
entitled to vote at such meeting appearing on the books of the corporation, by
mailing same to his address as the same appears on the records of the
corporation or of its Transfer Agent, or Agents, at least
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( ) days before any such
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meeting; provided, however, that no failure or irregularity of notice of any
annual meeting shall invalidate the same or any proceeding thereat.
All notices with respect to any shares to which persons are jointly
entitled may be given to that one of such persons who is named first upon the
books of the Corporation and notice so given shall be sufficient notice to all
the holders of such shares.
(d) Quorum. A majority in number of the shares authorized, issued and
outstanding, represented by the holders of record thereof, in person or by
proxy, shall be requisite to constitute a quorum at any meeting of
shareholders, but less than such majority may adjourn the meeting of
shareholders from time to time and at any such adjourned meeting any business
may be transacted which might have been transacted if the meeting had been as
originally called.
(e) Proxies. Any shareholder entitled to vote at a meeting of shareholders
may be represented and vote thereat by proxy appointed by an instrument in
writing, subscribed by such shareholder, or by his duly authorized attorney,
and submitted to the Secretary at or before such meeting.
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ARTICLE II.
SEAL
The seal of the corporation shall be circular, about two inches in
diameter, with the name of the corporation engraved around the margin and the
word "SEAL" engraved across the center. It shall remain in the custody of the
Secretary, and it or a facsimile thereof shall be affixed to all certificates
of the corporation's shares. If deemed advisable by the Board of Directors, a
duplicate seal may be kept and used by any other officer of the corporation, or
by any Transfer Agent of its shares.
ARTICLE III.
SHARES
SECTION 1.--Certificates. Certificates evidencing the ownership of shares
of the corporation shall be issued to those entitled to them by transfer or
otherwise. Each certificate for shares shall bear a distinguishing number, the
signature of the President or Vice-President, and of the Secretary or an
Assistant Secretary, the seal of the corporation and such recitals as may be
required by law. The certificates for shares shall be of such tenor and design
as the Board of Directors from time to time may adopt.
SECTION 2.--Transfers. (a) The shares may be transferred on the proper
books of the corporation by the registered holders thereof, or by their
attorneys legally constituted, or their legal representatives, by surrender of
the certificate therefor for cancellation and a written assignment of the
shares evidenced thereby. The Board of Directors may, from time to time,
appoint such Transfer Agents or Registrars of shares as it may deem advisable,
and may define their powers and duties.
(b) All endorsements, assignments, transfers, share powers or other
instruments of transfer of securities standing in the name of the corporation
shall be executed for and in the name of the corporation by any two of the
following officers, to-wit: the President or a Vice-President, and the
Treasurer or Secretary, or an Assistant Treasurer or an Assistant Secretary; or
by any person or persons thereunto authorized by the Board of Directors.
SECTION 3.--Lost Certificates. The Board of Directors may order a new
certificate or certificates of shares to be issued in place of any certificate
or certificates alleged to have been lost or destroyed, but in every case the
owner of the lost certificate or certificates shall first cause to be given to
the corporation a bond, with surety or sureties satisfactory to the corporation
in such sum as said Board of Directors may in its discretion deem sufficient as
indemnity against any loss or liability that the corporation may incur by
reason of the issuance of such new certificates; but the Board of Directors
may, in its discretion, refuse to issue such new certificate save upon the order
of some court having jurisdiction in such matters pursuant to the statute made
and provided.
SECTION 4.--Closing of Transfer Books. The share transfer books of the
corporation may be closed by order of the Board of Directors for a period not
exceeding ten (10) days prior to any meeting of the shareholders, and for a
period not exceeding ten (10) days prior to the payment of any dividend. The
times during which the books may be closed shall, from time to time, be fixed by
the Board of Directors.
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ARTICLE IV.
DIRECTORS
The number of members of the Board of Directors shall be determined
pursuant to law, by resolution of the shareholders entitled to vote, but shall
not be less than three (3) members. The election of directors shall be held at
the annual meeting of the shareholders, or at a special meeting called for that
purpose.
Directors shall hold office until the expiration of the term for which they
were elected and shall continue in office until their respective successors
shall have been duly elected and qualified.
ARTICLE V.
VACANCIES IN THE BOARD
A resignation from the Board of Directors shall be deemed to take effect
upon its receipt by the Secretary, unless some other time is specified therein.
In case of any vacancy in the Board of Directors, through death, resignation,
disqualification, or other cause deemed sufficient by the Board, the remaining
directors, though less than a majority of the whole board, by affirmative vote
of a majority of those present at any duly convened meeting may, except as
hereinafter provided, elect a successor to hold office for the unexpired portion
of the term of the director whose place shall be vacant, and until the election
and qualification of a successor.
ARTICLE VI.
REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held periodically on
such dates as the Board may designate.
ARTICLE VII.
SPECIAL MEETINGS
Special meetings of the Board of Directors shall be called by the Secretary
and held at the request of the President or any two of the Directors.
ARTICLE VIII.
NOTICE OF MEETINGS
The Secretary shall give notice of each meeting of the Board of Directors,
whether regular or special, to each member of the Board.
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ARTICLE IX.
QUORUM
A majority of the Directors in office at the time shall constitute a quorum
at all meetings thereof.
ARTICLE X
PLACE OF MEETINGS
The Board of Directors may hold its meetings at such place or places within
or without the State of Ohio as the Board may, from time to time, determine.
ARTICLE XI.
COMPENSATION
Directors, as such, shall not receive any stated salary for their services,
but, on resolution of the Board, a fixed sum for expenses of attendance, if any,
may be allowed for attendance at each meeting, regular or special, provided that
nothing herein contained shall be construed to preclude any Director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of either executive or special committees may be allowed such
compensation as the Board of Directors may determine for attending committee
meetings.
ARTICLE XII.
ELECTION OF OFFICERS
At the first meeting of the Board of Directors in each year (at which a
quorum shall be present) held next after the annual meeting of the shareholders,
and at any special meeting provided in Article VII, the Board of Directors shall
elect officers of the corporation (including the President), and designate and
appoint such subordinate officers and employees as it shall determine. They may
also appoint an executive committee or committees from their number and define
their powers and duties.
ARTICLE XIII.
OFFICERS
The officers of this corporation shall be a President, who shall be a
director, and also a Vice-President, a Secretary, a Treasurer and a
who may or may not be directors. Said officers shall
be chosen by the Board of Directors, and shall hold office for one year, and
until their successors are elected and qualified. Additional Vice-Presidents may
be elected from time to time as determined by the Directors who may also appoint
one or more Assistant Secretaries, and one or more Assistant Treasurers, and
such other officers and agents of the corporation as it may from time to time
determine.
Any officer or employee elected or appointed by the Board of Directors,
other than that of director, may be removed at any time upon vote of the
majority of the whole Board of Directors.
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The same person may hold more than one office, other than that of
President and Vice-President, or Secretary and Assistant Secretary, or
Treasurer and Assistant Treasurer.
In case of the absence of any officer of the corporation, or for any other
reason which the Board of Directors may deem sufficient, the Board of Directors
may delegate the powers or duties of such officer to any other officer or to
any director, provided a majority of the whole Board of Directors concur
therein.
ARTICLE XIV.
DUTIES OF OFFICERS
(a) President. The President shall preside at all meetings of
shareholders and directors. He shall exercise, subject to the control of the
Board of Directors and the shareholders of the corporation, a general
supervision over the affairs of the corporation, and shall perform generally
all duties incident to the office and such other duties as may be assigned to
him from time to time by the Board of Directors.
(b) Vice-President. The Vice-President shall perform all duties of the
President in his absence or during his inability to act, and shall have such
other and further powers, and shall perform such other and further duties as
may be assigned to him by the Board of Directors.
(c) Secretary. The Secretary shall keep the minutes of all proceedings
of the Board of Directors and of the shareholders and make a proper record of
the same, which shall be attested by him. He shall keep such books as may be
required by the Board of Directors, and shall take charge of the seal of the
corporation, and generally perform such duties as may be required by the Board
of Directors.
(d) Treasurer. The Treasurer shall have the custody of the funds and
securities of the corporation which may come into his hands, and shall do with
the same as may be ordered by the Board of Directors. When necessary or proper
he may endorse on behalf of the corporation for collection, checks, notes and
other obligations. He shall deposit the funds of the corporation to its credit
in such banks and depositaries as the Board of Directors may, from time to
time, designate. The fiscal year of the corporation shall be co-extensive with
the calendar year. He shall submit to the annual meeting of the shareholders, a
statement of the financial condition of the corporation, and whenever required
by the Board of Directors, shall make and render a statement of his accounts,
and such other statements as may be required. He shall keep in books of the
corporation, full and accurate accounts of all moneys received and paid by him
for account of the corporation. He shall perform such other duties as may, from
time to time, be assigned to him by the Board of Directors.
ARTICLE XV.
ORDER OF BUSINESS
1. Call meeting to order.
2. Selection of chairman and secretary.
3. Proof of notice of meeting.
4. Roll call, including filing of proxies with secretary.
5. Appointment of tellers.
6. Reading and disposal of previously unapproved minutes.
7. Reports of officers and committees.
8. If annual meeting, or meeting called for that purpose, election of
directors.
9. Unfinished business.
10. New business.
11. Adjournment.
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This order may be changed by the affirmative vote of a majority in
interest of the shareholders present.
Article XVI.
AMENDMENTS
These regulations may be adopted, amended or repealed by the affirmative
vote of a majority of the shares empowered to vote thereon at any meeting
called and held for that purpose, notice of which meeting has been given
pursuant to law, or without a meeting by the written assent of the owners of
two-thirds of the shares of the corporation entitled to vote thereon.