DUPLICATE
Exhibit 3.95
STATE OF GEORGIA
[STATE OF GEORGIA SEAL]
OFFICE OF SECRETARY OF STATE
I, Max Cleland, Secretary of State of the State of Georgia, do hereby
certify that
"SPORTSLIFE, INC."
has been duly incorporated under the laws of the State of Georgia on the 29th
day of December, 1983, by the filing of articles of incorporation in the office
of the Secretary of State and the fees therefor paid, as provided by law, and
that attached hereto is a true copy of said articles of incorporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed the seal of my office, at the Capitol, in the City of
Atlanta, this 29th day of December in the year
of our Lord One Thousand Nine Hundred and Eighty
Three and of the Independence of the United States
of America the Two Hundred and Eight.
/s/ Max Cleland
------------------------------------------
SECRETARY OF STATE, EX-OFFICIO CORPORATION
COMMISSIONER OF THE STATE OF GEORGIA
ARTICLES OF INCORPORATION
OF
SPORTSLIFE, INC.
ARTICLE I.
The name of the corporation is Sportslife, Inc.
ARTICLE II.
The corporation shall have perpetual duration.
ARTICLE III.
The corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
ARTICLE IV.
The corporation is a corporation for profit and is organized for the
purpose of engaging in the operation of health clubs. The corporation likewise
shall have authority to engage in any work, service or pursuit in any manner
ancillary or in aid of its general purposes as stated above.
ARTICLE V.
The corporation is authorized to carry on any other business whatsoever,
including but not limited to the providing of services capable of being carried
on for profit or calculated directly or indirectly to promote the interest of
the corporation or to enhance the value of its property, and to have, enjoy,
and exercise all of the rights, powers and privileges which are now or which
may hereafter be conferred upon corporations organized under the Georgia
Business Corporation Code pursuant to O.C.G.A. Sec.14-2-21.
ARTICLE VI.
The corporation shall have the authority to issue not more than One
Million (1,000,000) shares of common stock of one cent ($.01) par value.
ARTICLE VII.
The corporation shall not commence business until it shall have received
not less than Five Hundred Dollars ($500.00) in payment for the issuance of
shares of stock.
ARTICLE VIII.
The shareholders of the corporation shall have preemptive rights to
acquire additional shares of the corporate stock in proportion to the then
outstanding shares.
ARTICLE IX.
The initial registered office of the corporation shall be located at 810-J
Franklin Court, S.E., Marietta, Cobb County, Georgia 30067. The initial
registered agent of the corporation at said office shall be Lyle Ray Irwin, and
his written consent to such appointment is attached to these Articles of
Incorporation.
ARTICLE X.
The business of the corporation shall be managed by its Board of
Directors, and the initial Board of Directors shall consist of four members who
are:
Name Address
Lyle Ray Irwin 810-J Franklin Court, S.E.
Marietta, Georgia 30067
Richard P. Boggs 810-J Franklin Court, S.E.
Marietta, Georgia 30067
Gerald Alles 810-J Franklin Court, S.E.
Marietta, Georgia 30067
Louis S. Off 810-J Franklin Court, S.E.
Marietta, Georgia 30067
ARTICLE XI.
The officers of the corporation shall consist of a President, Vice
President and Secretary/Treasurer. The by-laws shall provide for the filling of
vacancies of any and all of these offices, and the term of office of the
officers and the manner of election thereof. Any additions to the number of
officers shall be made at the discretion of the Board of Directors in accordance
with the provisions set out in the by-laws. The initial officers of the
corporation shall be determined by the Board of Directors at their first
meeting.
ARTICLE XII.
The Board of Directors of the corporation may, from time to time and in its
discretion, distribute a portion of the assets of the corporation to its
shareholders out of the capital surplus of the corporation.
ARTICLE XIII.
The Board of Directors may, from time to time and at its discretion, cause
the corporation to purchase its own shares to the extent of unreserved and
unrestricted capital surplus available for said purchase.
ARTICLE XIV.
The name and address of the incorporator is Lyle Ray Irwin, 810-J Franklin
Court, S.E., Marietta, Cobb County, Georgia 30067.
ARTICLE XV.
The corporation shall be authorized to issue its stock in accordance with
the appropriate laws and regulations, so as to have its stock issued as Section
1244 Stock, in accordance with the Internal Revenue Code.
IN WITNESS HWEREOF, the undersigned executes these Articles of
Incorporation.
/s/ Lyle Ray Irwin
---------------------------------
LYLE RAY IRWIN, Incorporator
CONSENT TO APPOINTMENT AS
REGISTERED AGENT
TO: Secretary of State
Ex-Officio Corporate Commissioner
State of Georgia
State Capitol
Atlanta, Georgia
I, LYLE RAY IRWIN, do hereby consent to serve as registered agent for the
corporation SPORTSLIFE, INC.
This 21st day of December, 1983.
/s/ Lyle Ray Irwin
----------------------------------
LYLE RAY IRWIN
810-J Franklin Court, S.E.
Marietta, Georgia, 30067
STATE OF GEORGIA
[STATE OF GEORGIA SEAL]
OFFICE OF SECRETARY OF STATE
I, Max Cleland, Secretary of State of the State of
Georgia, do hereby certify that
based on a diligent search of the records on file in this office, I find that
the name of the following proposed domestic corporation to wit
"SPORTSLIFE, INC."
is not identical with or confusingly similar to the name of any other existing
domestic or domesticated or foreign corporation registered in the records on
file in this office or to the name of any other proposed domestic or
domesticated, or foreign corporation as shown by a certificate of the Secretary
of State heretofore issued and presently effective.
This certificate is in full force and effective for a period and calendar
months from date of issuance. After such period of time, this certificate is
void.
In TESTIMONY WHEREOF, I have hereunto set my hand
and affixed the seal of my office, at the Capitol,
[STATE OF GEORGIA SEAL] in the City of Atlanta, this 29th day of DECEMBER,
in the year of our Lord One Thousand Nine Hundred
and Eighty THREE and of the Independence of the
United States of America the Two Hundred and EIGHT
/s/ Max Cleland
-------------------------------------------
SECRETARY OF STATE (ILLEGIBLE)
COMMISSIONER OF THE STATE OF GEORGIA