EX-3.105 103 l02286aexv3w105.txt EXHIBIT 3.105 Exhibit 3.105 ARTICLES OF INCORPORATION OF TIDELANDS HOLIDAY HEALTH CLUBS, INC. We hereby associate to form a stock corporation under the provisions of Article 3 of Title 13.1 of the Code of Virginia and to that end set forth the following: (a) The name of the corporation is: TIDELANDS HOLIDAY HEALTH CLUBS, INC. (b) The purpose or purposes for which the corporation is organized are: The transaction of any or all lawful business, except those businesses or activities required to be specifically set forth in the articles of incorporation. (c) The aggregate number of shares which the corporation shall have authority to issue and the par value per share are as follows:
CLASS NUMBER PAR VALUE Common 1,000 No Par Value
The stockholders of the corporation shall have no pre-emptive rights. (d) The post-office address of the initial registered office is 5511 Staples Mill Road, Richmond, Virginia 23228. The name of the city or county in which the initial registered office is located is County of Henrico. The name of its initial registered agent is Edward R. Parker, who is a resident of Virginia and a member of the Virginia State Bar, and whose business office is the same as the registered office of the corporation. (e) The number of directors constituting the initial board of directors is six (6) and the names and addresses of the persons who are to serve as initial directors are:
NAME ADDRESS ---- ------- Donahue L. Wildman Chicago Health Clubs, Inc. 230 West Monroe Street Chicago, IL 60606 Jack L. Clark 7880 Avenida Kirjah La Jolla, CA 92307 Roy Zurkowski 451 Goodhue Bloomfield Hills, MI 48013 Mr. Frank Bond 13414 Blyethenia Road Phoenix, Maryland 21131 Harold Harrison Knoxville Executive Health & Racquet Centers 1612 Downtown West Blvd. Knoxville, TN 37919 John D. Shaffer P.O. Box 5011 3420 N. Main Street Anderson, South Carolina 29623
Dated July 20, 1981. /s/ B. S. Robertson ------------------------------ B. S. Robertson /s/ C. M. Moody ------------------------------ C. M. Moody /s/ R. S. Barba ------------------------------ R. S. Barba Incorporators -2- COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION AT RICHMOND, July 23, 1981 The accompanying articles having been delivered to the State Corporation Commission on behalf of Tidelands Holiday Health Clubs, Inc. and the Commission having found that the articles comply with the requirements of law and that all required fees have been paid, it is ORDERED that this CERTIFICATE OF INCORPORATION be issued, and that this order, together with the articles, be admitted to record in the office of the Commission; and that the corporation have the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law. STATE CORPORATION COMMISSION By /s/ Thomas P. Hanverd Jr. ___________________________ Commissioner COMMONWEALTH OF VIRGINIA [STATE OF VIRGINIA SEAL] STATE CORPORATION COMMISSION I, GEORGE W. BRYANT, JR., FIRST ASSISTANT CLERK OF THE STATE CORPORATION COMMISSION, DO HEREBY CERTIFY THAT the foregoing is a true copy of all documents constituting as of this date the charter of Tidelands Holiday Health Clubs, Inc. IN TESTIMONY WHEREOF I hereunto set my hand and affix the Official Seal of the State Corporation Commission, at Richmond, this 24th day of July A.D. 1981 /s/ George W. Bryant, Jr. _______________________________________ First Assistant Clerk of the Commission