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EXHIBIT 3.3
THE COMPANIES ACT 1985
PRIVATE COMPANY LIMITED BY SHARES
Articles
of Association
OF SPORTS FITNESS & LEISURE LIMITED
PRELIMINARY
1. The regulations contained in Table A in the Schedule to the Companies
(Table A to F) Regulations 1985 as amended by the Companies (Tables A to
F) (Amendment) Regulations 1985 (hereinafter referred to as "Table A")
subject to the additions exclusions and modifications hereinafter
expressed shall constitute the Articles of Association of the Company.
SHARE CAPITAL
2. The Directors of the Company may (subject to regulations 3 and 4(i) below
and section 80 of the Act) allot grant options over or otherwise deal
with or dispose of any relevant securities (as defined by section
80(2).of the Act) in the Company on such terms and conditions and in such
manner as they shall think proper.
3. The Directors of the Company are generally and unconditionally authorised
during the period of five years from the date of incorporation of the
Company to allot grant rights to subscribe for or convert securities into
shares in relation to the original shares in the authorised share capital
of the Company to such persons at such times and on such terms and
conditions as they think fit subject to the provisions of section 80 of
the Act.
4.(i) Subject to any direction to the contrary that may be given by Special
Resolution by the Company in General Meeting any shares which do not
comprise the original authorised share capital of the Company shall
before they are Issued be offered to the Members in proportion as nearly
as possible to the nominal value of the existing shares held by them and
such offer shall be made by notice specifying the number of shares to
which the Member is entitled and limiting a time within which the offer
if not accepted shall be deemed to be declined and after the expiration
of such time or on receipt of an intimation from the Member to whom the
notice is given that he declines to accept the shares the Directors may
dispose of the same in such manner as they think most beneficial to the
Company. The provisions of this paragraph shall have effect only insofar
as they are not inconsistent with section 80 of the Act.
(ii) In accordance with section 91 (1) of the Act. section 89(1) and sections
90(1) to (6) (inclusive) of the Act shall not apply to the Company.
LIEN
5.(i) The Company shall have a first and paramount lien on every share (whether
or not it is a fully paid share) for all moneys (whether presently
payable or not) payable at a fixed time or called in respect of the
share. The Company shall also have a first and paramount lien on every
share (whether or not it is a fully paid share) standing registered in
the name of any Member solely or registered in the names of two or more
joint holders for all moneys presently payable by him or his estate to
the Company. The Directors may at any time declare any share to be wholly
or in part exempt from the provisions of this regulation.
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NOTICE OF GENERAL MEETINGS
6. (i) An Annual General Meeting and an Extraordinary General Meeting called
for the passing of a Special Resolution or a Resolution appointing a
person as a Director shall be called by at least twenty-one clear
days' notice. All other extraordinary General Meetings shall be called
by at least fourteen clear days' notice but a General Meeting may be
called by shorter, notice if it is so agreed:
(a) in the case or an Annual General Meting by all the Members
entitled to attend and vote thereat; and
(b) in the case of any other Meeting by a majority in number of the
Members having a right to attend and vote being a majority
together holding not less than ninety-five per cent in nominal
value of the shares giving that right.
(ii) The notice shall specify the time and place of the Meeting and in the
case of special business only the general nature of the special
business to be transacted and in the case of an Annual General Meeting
shall specify the Meeting as such.
(iii) All business shall be deemed special that is transacted at an
Extraordinary General Meeting and also all that is transacted at an
Annual General Meeting with the exception of declaring a dividend the
consideration of the accounts balance sheets and the reports of the
Directors and Auditors and the appointment of and the fixing of the
remuneration of the Auditors.
(iv) Subject to the provisions of these Articles and to any restrictions
imposed on any shares all notices of and any other communications
relating to any General Meetings of the Company or of separate General
Meetings of the holders of any class of share capital of the Company
shall be given to all the Members to all persons entitled to a share
in consequence of the death or bankruptcy of a Member and the
Directors and Auditors of the Company for the time being.
(v) Regulation 38 of Table A shall not apply to the Company.
PROCEEDINGS AT GENERAL MEETING
7. (i) No business shall be transacted at any Meeting unless a quorum is
present at the time the Meeting proceeds to business. One person
entitled to vote upon the business to be transacted each being a
Member or a proxy for a Member or a duly authorised representative of
a corporation shall be a quorum.
(ii) If such a quorum is not present within half an hour from the time
appointed for the Meeting the Meeting shall stand adjourned to the
same day in the next week at the same time and place or such time and
place as the Directors may determine. If at the adjourned Meeting, a
quorum is not present within half an hour from the time appointed for
the Meeting such adjourned Meeting shall be dissolved.'
(iii) Regulations 40 and 41 of Table A shall not apply to the Company.
NUMBER OF DIRECTORS
8. (i) Unless otherwise determined by Ordinary Resolution in General Meeting
of the Company the number of Directors (other than Alternate
Directors) shall not be subject to any maximum and the minimum number
of Directors shall be one. If and so long as the minimum number of
Directors shall be one a sole Director may exercise all the
authorities and powers which are vested in the Directors by Table A
and by these Articles. Regulation 89 of Table A shall be modified
accordingly
(ii) Regulation 64 of Table A shall not apply to the Company.
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APPOINTMENT OF DIRECTORS
9. The first Directors of the Company shall be as named in the statement
delivered to the Registrar of Companies pursuant to section 10 of the
Act.
10. No person shall be appointed a Director at any General Meeting unless -
(a) he is recommended by the Directors; or
(b) not less than fourteen nor more than thirty-five clear days before
the date appointed for the General Meeting notice executed, by a
Member qualified to vote at the General Meeting has been given to
the Company of the intention to propose that person for appointment
together with notice executed by that person of his willingness to
be appointed.
11. Subject to regulation 10 above the Company may be Ordinary Resolution
appoint a person who is willing to act to be a Director either to fill a
vacancy or as an additional Director.
12. The Directors may appoint a person who is willing to act to be a Director
either to fill a vacancy or as an additional Director provided that the
appointment does not cause the number of Directors to exceed any number
fixed by or in accordance with these Articles as the maximum number of
Directors,
I3. The Directors shall not be required to retire by rotation and Regulations
73 to 80 (inclusive) of Table A shall not apply to the Company.
DIRECTORS GRATUITIES AND PENSIONS
14.(i) The powers of the Company set out in Clause 3(p) of the Memorandum of
Association may be exercised by the Directors of the Company.
(ii) Regulation 87 of Table A shall not apply to the Company.
15.(i) A Director may vote as a Director in regard to any contract or
arrangement in which he Is interested or upon any matter arising thereout
and if he shall so vote his vote shall be counted and he shall be
reckoned in estimating a quorum when any such contract or arrangement is
under consideration.
(ii) Regulations 94 to 97 (inclusive) of Table A shall not apply to the
Company.
THE SEAL
16.(i) In accordance with section; 36A(3) of the Act the Company need not have a
seal. If the Company has a seal it shall only be used by the authority of
the Directors or of a committee of Directors authorised by the Directors.
The Directors may determine who shall sign any instrument to which the
seal is affixed and unless otherwise so determined is shall be signed by
a Director and by the Secretary or by a second Director, Regulation 101
of Table A shall not apply to the Company.
(ii) The requirements set out in Regulation 6 of Table A governing the sealing
of share certificates shall only apply if the Company has a seal.
(iii) The Company may in accordance with Section 39 of the Act have for use in
any territory district or place elsewhere than in the United Kingdom an
official seal. Such seal shall only be used by the authority of the
Directors or a committee of Directors authorised by the Directors.
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SECRETARY
17. The first Secretary or Joint-Secretaries of the Company shall be as named
in the statement delivered to the Registrar of Companies pursuant to
section 10 of the Act.
TRANSFER OF SHARES
18. The Directors may in their absolute discretion decline to register the
transfer of a share whether or not it be a fully paid share and no reason
for the refusal to register the afore-mentioned transfer need be given by
the Directors. The first sentence of Regulation 24 of Table A shall not
apply to the Company.
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NAME AND ADDRESS OF SUBSCRIBER
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JEAN BROWN
The Britannia Suite
St James's Buildings
79 Oxford Street
Manchester M1 6FR
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Dated 18 September 1997
Witness to the alcove Signature:
MICHAEL ROBERT SWINBURNE
The Britannia Suite
St James's Buildings
79 Oxford Street
Manchester M1 6FR
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