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EXHIBIT 3.1 AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
LIFE TIME FITNESS, INC. The undersigned, Eric J. Buss, Secretary of LIFE TIME FITNESS, Inc., a
Minnesota corporation (the Corporation), hereby certifies that: (1) The name of the Corporation is LIFE TIME FITNESS, Inc. (2) The Corporations Articles of Incorporation have been Amended and
Restated to read in their entirety as follows: ARTICLE I
NAME The name of the Corporation is Life Time Fitness, Inc. ARTICLE II
ADDRESS The registered office of the Corporation is located at 6442 City
West Parkway, Eden Prairie, Minnesota 55344. ARTICLE III
CAPITAL STOCK (a) General. The aggregate number of shares of stock that the
Corporation is authorized to issue is 60,000,000 shares, par value $.02
per share, of which 50,000,000 shares are designated as common stock (the
Common Stock), and 10,000,000 shares are undesignated (the
Undesignated Capital Stock). The shares of Common Stock and
Undesignated Capital Stock are referred to collectively as the capital
stock. (b) Authority Relative to Undesignated Capital Stock. Authority is
hereby expressly vested in the Board of Directors of the Corporation,
subject to limitations prescribed by law, to authorize the issuance from
time to time of one or more classes or series of Undesignated Capital
Stock and, with respect to each such class or series, to determine or fix
the voting powers, full or limited, if any, of the shares of such class
or series and the designations, preferences and relative, participating,
optional or other special rights and the qualifications, limitations or
restrictions thereof, including, without limitation, the determination or
fixing of the rates of and terms and conditions upon which any dividends
shall be payable on such class or series, any terms under or conditions
on which the shares of such class or series may be redeemed, any
provision made for the conversion or exchange of the shares of such class
or series for shares of any other class or classes or of any other series
of the same or any other class or classes of the Corporations capital
stock,




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and any rights of the holders of the shares of such class or series upon
the voluntary or involuntary liquidation, dissolution or winding up of
the Corporation. ARTICLE IV
NO CUMULATIVE VOTING No holder of shares of capital stock of the Corporation shall have
any cumulative voting rights. ARTICLE V
NO PREEMPTIVE RIGHTS No holder of shares of capital stock of the Corporation shall be
entitled as such, as a matter of right, to subscribe for, purchase or
receive any part of any new or additional issue of stock of any class or
series whatsoever or other securities, or of securities convertible into
or exchangeable for or carrying any other right to acquire any stock of
any class or series whatsoever or other securities, whether now or
hereafter authorized and whether issued for cash or other consideration
or by way of dividend. The Corporation shall have the power, however, in
its discretion to grant such rights by agreement or other instrument to
any person or persons (whether or not they are shareholders). ARTICLE VI
CONTROL SHARE ACQUISITION STATUTE NOT APPLICABLE Neither Section 302A.671 of the Minnesota Statutes nor any successor
statute thereto shall apply to, or govern in any manner, the Corporation
or any control share acquisition of shares of capital stock of the
Corporation or limit in any respect the voting or other rights of any
existing or future shareholder of the Corporation or entitle the
Corporation or its shareholders to any redemption or other rights with
respect to outstanding capital stock of the Corporation that the
Corporation or its shareholders would not have in the absence of Section
302A.671 of the Minnesota Statutes or any successor statute thereto. ARTICLE VII
DISSENTERS RIGHTS To the extent permitted by Chapter 302A of the Minnesota Statutes,
no action set forth in paragraph (a) of Section 302A.471, subdivision 1,
of the Minnesota Statutes (including any amendment or successor statute
thereto) shall create any right of any shareholder of the Corporation to
dissent from, and obtain the fair value of the shareholders shares in
the event of, any such action. ARTICLE VIII
WRITTEN ACTION OF THE BOARD OF DIRECTORS Any action required or permitted to be taken at a meeting of the
Board of Directors of the Corporation not needing approval by the
shareholders under Chapter 302A of the 2




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Minnesota Statutes may be taken by written action signed by the number of
directors that would be required to take such action at a meeting of the
Board of Directors at which all directors are present. ARTICLE IX To the full extent that Chapter 302A of the Minnesota Statutes, as
it exists on the effective date of this Article IX or may hereafter be
amended, permits the limitation or elimination of the liability of
directors, a director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director. Any amendment to or repeal of this Article
IX shall not adversely affect any right or protection as a director of
the Corporation for or with respect to any acts or omission of such
director occurring prior to such amendment or repeal. * * * (3) The foregoing amendment and restatement has been adopted pursuant to
Chapter 302A of the Minnesota Statutes. IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of July,
2004. /s/ Eric J. BussEric J. BussSecretary
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