**Exhibit 3.1.34**

 

CERTIFICATE OF INCORPORATION

 

OF

 

EQUINOX GREAT NECK, INC.

 

(Under Section 402 of the Business Corporation Law)

 

Theundersigned, a natural person over the age of eighteen years, desiring to forma corporation pursuant to Section 402 of the Business Corporation Law of theState of New York, hereby certifies:

 

FIRST:  The name of the corporation is: Equinox GreatNeck, Inc., hereinafter sometimes called the ACorporation@.

 

SECOND:       The purpose forwhich the Corporation is formed are as follows:

 

To engage inany lawful act or activity for which corporations may be formed under theBusiness Corporation Law of the State of New York.  The Corporation is not formed to engage inany act or activity requiring the consent or approval of any state official,department, board, agency or other body without such consent or approval firstbeing obtained.

 

It is theintention that, to the extent permitted by law, the Corporation shall have allof the powers specified in Section 202 of the New York Business CorporationLaw.

 

The foregoingshall not be deemed to limit or restrict in any manner the general powers ofthe Corporation and the enjoyment and exercise thereof as conferred by the lawsof the State of New York upon corporations organized under the provisions ofthe New York Business Corporation Law.

 

THIRD:          The office of theCorporation in the State of New York shall be located in the County of Nassau.

 

FOURTH:      The aggregate numberof shares which the Corporation shall have authority to issue is 200.  Such shares are to consist of one class only,designated Common Stock, zero dollar par value.

 

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FIFTH:           The Secretary ofState of the State of New York is hereby designated as the agent of theCorporation upon whom process against the Corporation may be served.  The post office address to which theSecretary of State shall mail a copy of any process against the Corporationserved upon it is 895 Broadway, 3rd Floor, New York, New York 10003.

 

SIXTH:           The registeredagent of the Corporation, upon whom process against the Corporation may beserved, is Jeffrey M. Weinhaus, Esq. c/o Rosen Weinhaus LLP, 40 Wall Street,32nd floor, New York, New York 10005.

 

SEVENTH:     No director of theCorporation shall have any personal liability to the Corporation or itsshareholders for damage resulting from any breach of such director=s duties asa director of the Corporation, provided that this provision shall not eliminateor limit the liability of any director if a judgment or other finaladjudication adverse to him establishes that his acts or omissions were in badfaith or involved intentional misconduct or knowing violation of law or that hepersonally gained in fact a financial profit or other advantage to which he wasnot legally entitled or that his acts violated Section 719 of that New YorkBusiness Corporation Law.

 

EIGHTH:        The Corporationshall indemnify any present or former officer or director of the Corporation orthe personal representatives thereof, made or threatened to be made a party inany civil or criminal action or proceeding by reason of the fact that he, histestator or intestate is or was a director or officer of the Corporation, orserved any other corporation, partnership, joint venture, trust, employeebenefit plan, or other enterprise in any capacity at the request of theCorporation, against judgments, fines (including excise tax assessed on such aperson connection with service to an employee benefit plan), amounts paid insettlement and reasonable expenses, including without limitation, court costs,attorneys= fees and disbursements and those of accountants and other expertsand consultants incurred as a result of such action or preceding or any appealtherein, all of which

 

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expenses as incurred shall beadvanced by the Corporation pending the final disposition of such action orproceeding.  Such requiredindemnification shall be subject only to the exception that no indemnificationmay be made to or on behalf of any director or officer in the event and to theextent that a judgment or other final adjudication adverse to the director orofficer establishes that his acts were committed in bad faith or were in theresult of active and deliberate dishonesty and were material to the cause ofaction so adjudicated, or that he personally gained in fact a financial profitor other advantage to which he wan not legally entitled (provided however, thatindemnification shall be made upon any successful appeal of any such adversejudgment or final adjudication).  Forpurposes of this article, the Corporation shall be deemed to have requestedsuch present or former officer or director to serve an employee benefit planwhere the performance by such person of his duties to the Corporation alsoimposes duties on, or otherwise involves services by, such person to the planor participants or beneficiaries of the plan. The foregoing right of indemnification shall not be deemed exclusive ofany other rights to which any such person, his testator or intestate, may beentitled apart from this provision.

 

IN WITNESSWHEREOF, I hereunto sign my name and affirm that the statements made herein aretrue under the penalties of perjury, this 8th day of September,2004.

 

 
|   | /s/ Jeffrey  M. Weinhaus    |
|--------|-----------------------------|
|   | Jeffrey M.  Weinhaus        |
|   | Sole  Incorporator          |
|   | 40 Wall  Street, 32nd floor |
|   | New York,  New York 10005   |

 

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