Exhibit 3.91
F0990-0064
ARTICLES OF INCORPORATION
OF
SCANDINAVIAN US SWIM & FITNESS, INC.
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(Name of Corporation)
The undersigned, a majority of whom are citizens of the United States,
desiring to form a corporation, for profit, under Sections 1701.01 et seq. of
the Revised Code of Ohio, do hereby certify:
FIRST. The name of said corporation shall be SCANDINAVIAN US SWIM &
FITNESS, INC.
SECOND. The place in Ohio where its principal office is to be located is
Arkon , Summit County.
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(City, Village or Township)
THIRD. The purposes for which it is formed are:
To lease with option to purchase the assets of a health and fitness spa
in Minnesota;
To operate health and fitness spas in Minnesota and any other state, and
to do all things necessary and incidental or convenient thereto.
To engage in any lawful act or activity for which corporations may be
formed under Section 1701.01 to Section 1701.98, inclusive, of the Ohio Revised
Code.
FOURTH. The number of shares which the Corporation is authorized to have
outstanding is 750 shares, all of which shall be Common shares without par
value.
FIFTH. No holder of shares of the Corporation shall have any preemptive
right to subscribe for or to purchase any shares of the Corporation of any
class whether such shares or such class be now or hereafter authorized.
SIXTH. The Corporation, through its Board of Directors, shall have the
right and power to repurchase any of its outstanding shares at such price and
upon such terms as may be agreed upon between the Corporation and the selling
shareholder or shareholders.
SEVENTH. Notwithstanding any provision of the General Corporation Law of
Ohio, now or hereafter in force, requiring for any purpose the vote or consent
of the holders of shares entitling them to exercise two thirds of the voting
power of the Corporation
F0990-0065
or of any class or classes of shares thereof, such action, unless otherwise
expressly required by statute, may be taken by the vote or consent of the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation or of such class of shares thereof.
EIGHTH. A director or officer of the Corporation shall not be disqualified
by his office from dealing or contracting with the Corporation as a vendor,
purchaser, employee, agent or otherwise. No contract or transaction shall be
void or voidable with respect to a Corporation for the reason that it is between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other person in which one or more of its directors or
officers are directors, trustees, or officers, or have a financial or personal
interest, or for the reason that one or more interested directors or officers
participate in or vote at the meeting of the directors or a committee thereof
which authorizes such contract or transaction, if in any such case (a) the
material facts as to his or their relationship or interest and as to the
contract or transaction are disclosed or are known to the directors or the
committee and the directors or committee in good faith reasonably justified by
such facts, authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
constitute less than a quorum; or (b) the material facts as to his or their
relationship or interest as to the contract or transaction are disclosed or are
known to the shareholders entitled to vote thereon and the contract or
transaction is specifically approved at a meeting of the shareholders held for
such purpose by the affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power of the Corporation held by persons not
interested in the contract or transaction; or (c) the contract or transaction is
fair as to the Corporation as of the time it is authorized or approved by the
directors, a committee thereof, or the shareholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the directors, or of a committee thereof which authorizes the contract or
transaction.
NINTH. All directors shall severally or collectively consent in writing to
any action to be taken by the Board of Directors, and such action shall be as
valid a corporate action as though it had been authorized in a meeting of said
Board. Said writing or writings, signed by all of the directors, shall be filed
with or entered upon the records of the Corporation. A majority of the whole
authorized number of directors may ratify any act of any officer or officers of
the Corporation. A meeting of the directors may be held through any
communications equipment if all persons participating therein can hear each
other, which shall deem to constitute presence at a meeting of the directors.
TENTH. The amount of capital with which the Corporation shall begin
business will be not less than $500.00.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed its name this
20th day of August, 1986.
1701.07 Service Corporation
By: /s/ Roger W. Van Deusen
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Roger W. Van Deusen
Vice President
CONSENT FOR USE OF SIMILAR NAME
On the 20th day of August, 1986 the Board of Directors of Scandinavian
Health Spa, Inc. passed the following resolution:
Resolved that Scandinavian Health Spa, Inc. gives its consent to
Scandinavian US Swim & Fitness, Inc. to the use of the name Scandinavian US
Swim & Fitness, Inc.
SCANDINAVIAN HEALTH SPA, INC.
By: /s/ Michael Palumbo
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Secretary
Date: August 20th, 1986
ORIGINAL APPOINTMENT OF STATUTORY AGENT
The undersigned, being at least a majority of the incorporators of
Scandinavian US Swim & Fitness, Inc., hereby appoint 1701.07 Service
Corporation, to be statutory agent upon whom any process, notice or demand
required or permitted by statute to be served upon the corporation may be
served.
The complete address of the agent is 1801 E. Ninth Street, 1700 Ohio
Savings Plaza, Cleveland, Cuyahoga County, Ohio, 44114.
1701.07 SERVICE CORPORATION
By: /s/ Roger W. Van Deusen
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Roger W. Van Deusen,
Vice President
August 20th, 1986
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DATED
PROCEEDINGS OF INCORPORATOR
On August 26, 1986, at Cleveland, the incorporator considered the
advisability of ordering the offer, sale and issue of the shares of the
Corporation in such a manner that qualified shareholders may receive the
benefits of Section 1244 of the Internal Revenue Code. The incorporator then
adopted the following resolutions:
WHEREAS, the Corporation is a small business corporation as defined in
Section 1244(c)(2) of the Internal Revenue Code of 1954; and
WHEREAS, there is not now outstanding any offering, or portion thereof, of
the Corporation to sell or issue any of its stock; and
WHEREAS, the incorporator deems it advisable to offer for sale and issue
100 shares of the Common stock authorized by the Articles of Incorporation;
and
WHEREAS, it is further deemed advisable that the offer, sale and issue of
such shares be effectuated in such a manner that qualified shareholders may
receive the benefits of Section 1244 of the Internal Revenue Code of 1954;
NOW, THEREFORE, BE IT RESOLVED that the incorporator shall and does hereby
agree to accept subscriptions at Cleveland, Ohio for the purchase of the
stock of the Corporation and to sell and issue up to 100 shares of the
Common stock of the Corporation in a total dollar amount of not more than
$500.00 at $5.00 per share payable in cash or other property (other than
stock or securities) during the period of twenty-three (23) months from the
date hereof or to the date when the Corporation shall make a subsequent
offering of any stock, whichever date shall first occur.
1701 07 SERVICE CORPORATION
/s/ Roger W. Van Deusen
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ROGER W. VAN DEUSEN, Vice President
Incorporator
PROCEEDINGS OF INCORPORATOR
In accordance with the foregoing order, the following subscriptions were
received:
SUBSCRIPTION(S)
The undersigned hereby subscribe(s) for the number of shares of the
Corporation set forth below and to pay therefor the consideration fixed by the
incorporator(s):
<Table>
<Caption>
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DATE NAME SHARES
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September 15, 1986 -100-
SCANDINAVIAN HEALTH SPA, INC.
</Table>
PROCEEDINGS OF INCORPORATOR
OF
SCANDINAVIAN US SWIM & FITNESS, INC.
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RECEIPT OF SUBSCRIPTION(S) AND CERTIFICATE OF
PROCEEDINGS OF INCORPORATOR
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The undersigned, incorporator of the Corporation, has received
subscriptions for shares in an amount at least equal to the stated capital set
forth in the Articles of Incorporation as that with which the Corporation will
begin business.
The incorporator further certifies that:
(a) In accordance with Section 1701.01(f) of the Ohio Revised Code, the
subscriber(s) aforesaid is/are the only shareholder(s) in fact.
(b) The foregoing pages constitute a true and complete record of the
minutes of the proceedings of the incorporator in the organization
of the Corporation.
Dated at Cleveland, Ohio, the 25th day of August, 1986.
1701.07 SERVICE CORPORATION
/s/ Roger W. Van Deusen
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ROGER W. VAN DEUSEN, Vice President
Incorporator