Exhibit 3.92
CODE OF REGULATIONS
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OF
SCANDINAVIAN US SWIM & FITNESS, INC.
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CHAPTER I
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SHARE CERTIFICATES
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1.01 Form of Certificates and Signatures
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Each holder of shares shall be entitled to one or more certificates, signed
by the Chairman of the Board or the President or a Vice President and by the
Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer of
the Corporation, which shall certify the number and class of shares held by him
in the Corporation, but no certificate for shares shall be executed or delivered
until such shares are fully paid. When such a certificate is countersigned by an
incorporated transfer agent or registrar, the signature of any of said officers
of the Corporation may be facsimile, engraved, stamped, or printed. Although any
officer of the Corporation whose manual or facsimile signature is affixed to
such a certificate ceases to be such officer before the certificate is
delivered, such certificate nevertheless shall be effective in all respects when
delivered.
1.02 Transfer of Shares
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Shares of the Corporation shall be transferable upon the books of the
Corporation by the holders thereof, in person, or by a duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares of
the same class or series, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of the authenticity of
the signatures to such assignment and power of transfer as the Corporation or
its agents may reasonably require.
1.03 Lost, Stolen, or Destroyed Certificates
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The Corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it and alleged to have been lost, stolen, or
destroyed, and the Board of Directors may, in its discretion, require the owner,
or his legal representatives, to give the Corporation a bond containing such
terms as the Board of Directors may require to protect the Corporation or any
person injured by the execution and delivery of a new certificate.
1.04 Transfer Agent and Registrar
The Board of Directors may appoint, or revoke the appointments of transfer
agents and registrars and may require all certificates for shares to bear the
signatures of such transfer agents and registrars, or any of them.
CHAPTER II
SHAREHOLDERS
2.01 Annual Meetings
"2.01 Annual Meetings. The annual meeting of shareholders of the
Corporation for the election of Directors, the consideration of reports to
be laid before such meeting, and the transaction of such other business as
may be properly brought before such meeting shall be held at the principal
office of the Corporation, or at such other place, date and time, within or
outside the state of Ohio, as may be designated by the Board of Directors."
2.02 Special Meetings
A special meeting of the shareholders may be called by the President, or
by any two Directors, or by shareholders representing 25% of the outstanding
shares of the Corporation entitled to vote thereat. The call for each special
meeting shall specify the time, place (which may be within or without the State
of Ohio) and purpose or purposes thereof, and no other business other than that
specified in said call shall be considered at such meeting.
2.03 Notice of Meetings
A written notice of every meeting of the shareholders (including the annual
meeting), stating the time, place and purposes thereof, shall be given 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 notice of the meeting not
less than seven nor more than sixty days before such meeting. All notices with
respect to any shares to which persons are jointly entitled may be given to that
one of such persons who is first named upon the books of the Corporation and
notice so given shall be sufficient notice to all the holders of such shares.
Such notice shall be deemed to be sufficiently delivered when deposited in the
United States mail addressed to the shareholder at his address as it appears on
the records of the Corporation with postage thereon prepaid.
2.04 Waiver of Notice
A written waiver, signed by a shareholder, of notice of a shareholders'
meeting, whether executed before, at or after such meeting, shall be equivalent
to giving such notice. Attendance by a shareholder at a shareholders' meeting,
without objection prior to or at the commencement of such meeting, shall
constitute a waiver by him of notice of such meeting.
2.05 Closing of Books and Fixing Record Date
The Board of Directors may determine the record date for the determination
of which persons are entitled to notices, dividends, distributions, rights and
the like, but said record date shall not be a date earlier than the date on
which the record date is fixed and shall not be more than sixty days preceding
the date of the meeting of shareholders or the date fixed for the payment of
dividends or distributions or the exercise of any rights. The Board of
Directors may close the stock record book against transfers of shares during
the whole or any part of such period.
2.06 Quorum, Adjournment
At any meeting of the shareholders, the holders of a majority of the
shares entitled to vote then issued and outstanding, whether present in person
or represented by proxy, shall constitute a quorum. If a quorum shall not be
present or represented at any meeting of the shareholders, those shareholders
present or represented shall have the power, without notice other than
announcement at a meeting, to adjourn the meeting until a quorum shall be
present or represented. At such adjourned meeting at which a quorum is present
or represented any business may be transacted as might have been if the quorum
had been present at the originally scheduled meeting. The Corporation shall
not, directly or indirectly, vote any shares issued by it and thereafter
acquired and owned by it and not retired, and such shares shall not be
considered issued and outstanding in computing the number of shares entitled to
vote at any meeting of shareholders.
2.07 Voting
Unless expressly provided to the contrary in the Articles of
Incorporation, this Code of Regulations, or the Ohio Revised Code, each
questions properly before any meeting of the shareholders at which a quorum is
present shall be decided by a vote of the holders of a majority of the shares
entitled to vote which are present or represented at such meeting.
2.08 Action by Written Consent
Any action which may be authorized or taken at a meeting of the
shareholders, may be taken or authorized without a meeting by writing or
writings signed by all of the shareholders, which writing or writings shall be
filed with or entered upon the records of the Corporation.
2.09 Proxies
Persons entitled to vote shares or to act with respect to shares may vote
or act in person or by proxy. Holders of proxies need not be shareholders.
Unless the writing appointing a proxy otherwise provides, the presence at a
meeting of the person having appointed a proxy shall not operate to revoke such
appointment. Notice to the Corporation in writing or at an open meeting, of the
revocation of a proxy shall not affect any vote or act previously taken.
2.10 Approval and Ratification of Acts of Officers or Board of Directors
Any contract, act or transaction, prospective or past, of the Corporation,
or of the Board of Directors, or of the officers, may be approved or ratified
by the affirmative vote at a meeting of shareholders, or by written consent,
with or without a meeting, of the holders of record of shares entitling them to
exercise a majority of voting power of the Corporation, and such approval or
ratification shall be as valid and binding as though affirmatively voted for or
consented to by every shareholder of the Corporation.
2.11 Restrictions on Transfer of Shares
Shares of the Corporation may be restricted as to transfer by provision
therefor in the Articles of Incorporation, or by an appropriate action or
agreement executed by the shareholders.
CHAPTER III
DIRECTORS
3.01 Number of Directors
"3.01 Number of Directors. The number of Directors shall be at least three (3),
but no more than twenty (20). The number of directors shall be fixed or changed
at a meeting of the shareholders called for the purpose of fixing the number of
Directors or of electing Directors at which a quorum is present, by the vote of
the holders of a majority of the shares represented at a meeting and entitled
to vote on such proposal."
3.02 Election and Term
Directors shall be elected at the annual meeting of shareholders or a
special meeting called for that purpose. Each director who shall be elected
shall serve until the next annual meeting of shareholders and shall hold office
until his successor is elected or until his death, resignation or removal.
3.03 Authority
All the authority of the Corporation shall be exercised by the Board of
Directors, except as otherwise provided by the Articles of Incorporation, this
Code of Regulations or the Ohio Revised Code.
3.04 Place of Meeting
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.
3.05 Annual Meetings
An annual meeting of the Board of Directors shall be held immediately
following the annual meeting of shareholders. No prior notice of such meeting
shall be required.
3.06 Special Meetings
Special meetings of the Board of Directors may be called by the President,
Chairman of the Board, or any two members of the Board of Directors.
3.07 Notice of Meeting
Written notice of the time and place of each special meeting of the Board
of Directors shall be given at or by the direction of the President or the
Secretary to each Director, either by personal delivery or by mail, telegram or
cablegram, at least two days before the meeting. Such notice need not specify
the purposes of such meeting. The attendance of any Director at any meeting
without protesting, prior to or at the commencement of said meeting, the lack of
proper notice shall be deemed to be a waiver by him of notice.
3.08 Quorum
A majority of the number of Directors then fixed shall constitute a quorum
for the transaction of business.
3.09 Voting
Unless expressly provided to the contrary in the Articles of
Incorporation, this Code of Regulations, or the Ohio Revised Code, each
question, properly before any meeting of the Directors at which a quorum is
present shall be decided by a vote of a majority of the Directors who are
present.
3.10 Action by Written Consent
Any action which may be authorized or taken at a meeting of the Board of
Directors, may be authorized or taken without a meeting by a writing or
writings signed by all of the Directors, which writing or writings shall be
filed with or entered upon the records of the Corporation.
3.11 Resignation
Any Director may resign at any time by giving notice to the Board of
Directors or the President or Secretary, and such resignation shall be deemed
to take effect upon its receipt by the person or persons to whom addressed,
unless some other time is specified therein.
3.12 Vacancy
In case of any vacancy in the Board of Directors, through death, insanity,
bankruptcy, resignation or disqualification, or through removal as provided in
the Ohio Revised Code, the remaining Directors, though less than a majority of
the whole authorized number of Directors, may, by the vote of a majority of
their number, elect a successor to hold office for the unexpired portion of the
term of the Director whose place shall be vacant, and until his successor is
elected.
3.13 Vacancy Deemed to Exist
A vacancy within the meaning of Section 3.12 shall also be deemed to exist
if, at any time, the shareholders increase the authorized number of Directors
and do not, at the same meeting or at any adjournment thereof, elect the
necessary additional Director or Directors.
3.14 Compensation
The Board of Directors may, by the affirmative vote of a majority of those
in office and irrespective of any persons interested therein, establish
reasonable compensation for service as a Director which may include
profit-sharing, pension, disability and death benefits and may provide for
the reimbursement of expenses incurred by a Director in the discharge of his
duties.
3.15 Attendance at Meetings of Persons Who Are Not Directors
Unless waived by a majority of Directors in attendance, not less than
twenty-four (24) hours before any regular or special meeting of the Board of
Directors, any Director who desires the presence at such a meeting of not more
than one (1) person who is not a Director shall so notify all other Directors,
request the presence of such person at the meeting, and state the reason in
writing. Such person will not be permitted to attend a Directors' meeting
unless a majority of the Directors in attendance vote to admit such person to
the meeting. Such vote shall constitute the first order of business for any
such meeting of the Board of Directors. Such right to attend, whether granted
by waiver or vote, may be revoked at any time during any such meeting by the
vote of the majority of the Directors in attendance.
CHAPTER IV
COMMITTEES
4.01 Designation of Executive Committee
The Board of Directors may designate three or more Directors to constitute
the Executive Committee. No member of the Executive Committee shall continue to
be a member thereof after he ceases to be a Director of the Corporation. The
Board of Directors shall have the power at any time to increase or decrease
the number of members of the Executive Committee (but in no event no less than
three), to fill vacancies thereon, to remove any member thereof, and to change
the functions or terminate the existence thereof.
4.02 Powers of the Executive Committee
During the intervals between meetings of the Board of Directors, and
subject to such limitations as may be required by law or by resolution of the
Board of Directors, the Executive Committee shall have and may exercise all of
the authority of the Board of Directors in the management of the Corporation;
provided, however, it shall not have the power to fill vacancies occurring in
the Board of Directors or in any committee. The Executive Committee may also
from time to time formulate and recommend to the Board of Directors for approval
general policies regarding the management of the business and affairs of the
Corporation.
4.03 Other Committees
The Directors may from time to time create any other committee or
committees of Directors to act in the intervals between meetings of the
Directors and may delegate to such committee or committees any of the authority
of the Directors other than that of filling vacancies among the Directors in any
committee of the Directors. No committee shall consist of less than three (3)
Directors. The Directors may appoint one or more Directors as alternate members
of any such committee, who may take the place of any absent member or members at
any meeting of any such committee.
4.04 Procedure; Meetings; Quorum
Unless otherwise ordered by the Board of Directors, a majority of the
members of any committee appointed by the Directors pursuant to this chapter
shall constitute a quorum at any meeting thereof, and the act of a majority of
the members present at a meeting at which a quorum is present shall be the act
of such committee. Action may be taken by any committee, without a meeting by a
writing or writings signed by all of its members. Any such committee shall
prescribe its own rules for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Directors and the rules
prescribed by this Code of Regulations, and shall keep a written record of all
action taken by it.
CHAPTER V
OFFICERS
5.01 Officers
This Corporation may have a Chairman of the Board, a Chairman of the
Executive committee and shall have a President (all of whom shall be Directors),
a Secretary, and a Treasurer. The Corporation may also have one or more Vice
Presidents and Vice Chairmen and such other officers and assistant officers as
the Directors may deem necessary. By designating a person to serve as an officer
of the Corporation, the Directors shall be deemed to have considered such office
necessary and to have established such office in accordance with this Section.
5.02 Election, Term and Qualification
The officers shall be elected at the annual meeting of the Board of
Directors, or as soon thereafter as possible. Each such officer shall serve
until the next annual meeting of the Board of Directors and until his successor
is elected, or until his death, resignation or removal.
5.03 Resignation
An officer may resign at any time by giving notice to the Board of
Directors, the President or the Secretary. Such notice shall be effective when
received by the person or persons to whom directed, unless some other time is
specified therein.
5.04 Removal
Any officer may be removed, with or without cause, by the Board of
Directors without prejudice to the contract rights of such officer. The election
of an officer for a given term and the provisions of this Code of Regulations
with respect to term of office shall not be deemed to create contract rights.
5.05 Vacancy
The Board of Directors may fill any vacancy in any office occurring by
whatever reason.
5.06 Authority and Duties of Officers
The President shall be the chief executive officer of the Corporation.
Subject to the foregoing, the officers of the Corporation shall have such
authority and shall perform such duties as are customarily incident to their
respective offices, subject always to the directions of the Board of Directors,
or as may be specified from time to time by the Board of Directors regardless of
whether such authority and duties are customarily incident to such office.
Unless otherwise provided by the Board of Directors, if the Corporation has a
Vice Chairman of the Board his sole duty shall be to preside at meetings in the
absence of the Chairman of the Board.
5.07 Compensation
The Board of Directors may, irrespective of any personal interest of any of
them, establish reasonable compensation of officers, which may include
profit-sharing, pension, disability and death benefits, for services and may
provide for reimbursement for expenses incurred by an officer of the Corporation
in the discharge of his duties.
CHAPTER VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
6.01 Costs Incurred
(i) Unless expressly provided to the contrary in the Articles of
Incorporation, this Code of Regulations, or the general corporation law of Ohio,
the Corporation may indemnify or agree to indemnify a director, officer, or
employee, or a former director, officer, or employee, or any person who is
serving or has served at its request as a director, officer or employee of
another corporation against expenses actually and necessarily incurred by him in
connection with the defense of any pending or threatened action, suit or
proceeding, criminal or civil, to which he is or may be made a party by reason
of being or having been such director, officer, or employee provided (a) he is
adjudicated or determined not to have been negligent or guilty of misconduct in
the performance of his duty to the corporation of which he is a director,
officer or employee; (b) he is determined to have acted in good faith in what he
reasonably believed to be the best interest of such corporation; and, (c) in any
matter the subject of a criminal action, suit or proceeding, he is determined to
have had no reasonable cause to believe that his conduct was unlawful. The
determination as to (b) and (c) and, in the absence of an adjudication as to (a)
by a Court of competent jurisdiction, the determination as to (a) shall be made
by the directors of the indemnifying corporation acting at a meeting at which a
quorum consisting of directors who are not parties to or threatened with any
such action, suit or proceeding is present. Any director who is a party to or
threatened with any such action, suit or proceeding shall not be qualified to
vote and, if for this reason a quorum of directors cannot be obtained to vote on
such indemnification, no indemnification shall be made except in accordance with
Section (2)(i) or paragraph 6.02.
(ii) A corporation, pursuant to its articles, its regulations, or any
agreement authorized or a resolution adopted by the shareholders at a meeting
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 on such
proposal or authorized or adopted without a meeting by the written consent of
the holders of shares entitling them to exercise two-thirds of the voting power
on such proposal, may indemnify or agree to indemnify such director, officer, or
employee against expenses, judgments, decrees, fines, penalties, or amounts paid
in settlement in connection with the defense of any pending or threatened
action, suit or proceeding, criminal or civil, to which he is or may be made a
party by reason of being or having been such director, officer, or employee,
provided a determination is made by the directors in the manner set forth in
Section (i) of this section or is
made by or in accordance with a method established by the articles, the
regulations, such agreement, or such resolution (a) that such director,
officer, or employee was not, and has not been adjudicated to have been,
negligent or guilty of misconduct in the performance of his duty to the
corporation of which he is a director, officer, or employee, (b) that he acted
in good faith in what he reasonably believed to be the best interest of such
corporation, and (c) that in any matter the subject of a criminal action, suit
or proceeding, he had no reasonable cause to believe that his conduct was
unlawful.
6.02 Non-Exclusive
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The foregoing right of indemnification shall not be deemed exclusive and
shall be in addition to any rights to which any Director, officer or employee,
or former Director, officer, or employee may otherwise be entitled as a matter
of law or equity and is not in restriction or Limitation of any other privilege
or power which the Corporation may have with respect to the indemnification or
reimbursement of Directors, officers, or employees under the Articles of
Incorporation, the Code of Regulations, any agreement, any insurance purchased
by the Corporation, vote of the shareholders or otherwise.
6.03 Successors
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All rights of indemnification shall inure to the benefit of the heirs,
executors or administrators of each such Director, officer, or employee, or any
other person who is serving or has served at its request as a Director, officer
or employee of another corporation.
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CHAPTER VII
AGENDA
7.01 Agenda for Meeting of Shareholders
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a) Call meeting to order.
b) Selection of Chairman and/or Secretary.
c) Proof of notice of meeting.
d) Roll call including filing of proxies with Secretary.
e) Upon demand, appointment of inspectors of election.
f) Reading and disposition of previously unapproved minutes.
g) Reports of officers and committees.
h) If an annual meeting, or special meeting called for that purpose,
election of Directors.
i) Unfinished business.
j) New business.
k) Adjournment.
7.02 Agenda for Meeting of Directors
a) Call to order.
b) Proof of notice of meeting.
c) Roll Call.
d) Reading and disposition of previously unapproved minutes.
e) Consideration in sequence of all matters set forth in the call for
written notice of meeting.
f) Reports of officers and committees.
g) Unfinished business.
h) New business.
i) Adjournment.
CHAPTER VIII
EMERGENCY REGULATIONS
8.01 Special Rules in the Event of Emergency
The following special rules shall be applicable when the Governor of Ohio
or any other person lawfully exercising the power and discharging the duties of
the office of the Governor of Ohio, proclaims that an attack on the United
States or any nuclear, atomic, or other disaster has caused an emergency. Said
rules are as follows:
1) Meetings of the Directors may be called by an officer or Director.
2) Notice of the time and place of each meeting of the Directors shall be
given to such of the Directors as it may be feasible to reach at the
time and by such means of communication, written or oral, personal or
mass, as may be practicable at the time.
3) The Director of Directors present at any meeting of the Directors which has
been duly called and notice of which has been duly given shall constitute a
quorum for such meeting, and, in the absence of one or more of the
Directors, the Director or Directors present may appoint one or more of the
officers of the Corporation Directors for such meeting.
4) In the event that none of the Directors attend a meeting of the Directors
which has been duly called and notice of which has been duly given, the
officers of the corporation who are present, not exceeding three, in order
of rank, shall be Directors for such meeting, shall constitute a quorum for
such meeting, and may appoint one or more of the other officers of the
corporation Directors for such meeting.
5) If the chief executive officer dies, is missing, or for any other reason is
temporarily or permanently incapable of discharging the duties of his
office, the next ranking officer who is available shall assume the duties
and authority of the office of such deceased, missing, or incapacitated
chief executive officer until such time as the Directors shall otherwise
order.
6) The offices of Secretary and Treasurer shall be deemed to be of equal rank
and, within the same office and as between the offices of Secretary and
Treasurer, rank shall be determined by priority in time of the first
election to the office or, if two or more persons shall have been first
elected to the office at the same time, by seniority in age.
CHAPTER IX
MISCELLANEOUS
9.01 Seal
If the Board of Directors shall so order, the Corporation shall have a
Seal, which shall be circular in form and mounted upon a metal die. About the
upper periphery shall appear the name of the Corporation and about the lower
periphery the word "Ohio". In the center of the Seal shall appear the words
"Corporate Seal". The failure to affix the Seal though ordered by the Board of
Directors shall in no event affect the validity of any instrument.
9.02 Endorsement of Stock Certificates
Unless otherwise ordered by the Board of Directors, any share or shares of
stock issued by any corporation and owned by the Corporation (including
reacquired shares of stock of the Corporation) may, for sale or transfer, be
endorsed in the name of the Corporation by the President or one of the vice
presidents and attested by the Secretary or an Assistant Secretary, either with
or without affixing thereto the corporate Seal.
9.03 Voting Upon Shares Held by the Corporation
Unless otherwise ordered by the Board of Directors, the President in person
or by proxy or proxies appointed by him shall have full power and authority on
behalf of the Corporation to vote, act and consent with respect to any shares
issued by other corporations which the Corporation may own, which may be held in
the Corporation's name or as to which the Corporation may otherwise have the
right to vote, act or consent.
9.04 Deposits
All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such depositories as the Board
of Directors may select.
9.05 Checks, Drafts, etc.
All checks, drafts, or other orders for the payment of money, notes, or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation and in
such manner as the Board of Directors may determine.
CHAPTER X
AMENDMENTS
10.01 Amendment of Code of Regulations
The Code of Regulations may be amended or repealed and new amendments may
be adopted by the affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power of the Corporation, or by action by
written consent of a like number of shareholders.
CHAPTER XI
CONSISTENCY
11.01 Consistency with Articles of Incorporation
If any provision of these regulations shall be inconsistent with the
Corporation's Articles of Incorporation (and as they may be amended from time
to time), the Articles of Incorporation shall govern.
CHAPTER XII
HEADINGS
12.01 Section Headings
The headings contained in this Code of Regulations are for reference
purposes only and shall not be construed to be part of and/or shall not affect
in any way the meaning or interpretation of this Code of Regulations.