EXHIBIT 3.108
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
TSI GREENWICH STREET, INC.
Under Section 805 of the Business Corporation Law
The undersigned, Mark Smith and Alexander A. Alimanestianu,
being respectively the Chief Executive Officer and the Executive Vice President
of TSI Greenwich Street, Inc., a corporation organized under the laws of the
State of New York (the "Corporation"), pursuant to Section 805 of the Business
Corporation Law of the State of New York do hereby certify that:
1. The name of the Corporation is TSI Greenwich Street, Inc.
2. The Certificate of Incorporation of the Corporation was
filed by the Department of State on January 11, 1989.
3. The amendment to the Certificate of Incorporation effected
by this Certificate is to change the name of the Corporation. Article FIRST of
the Certificate of Incorporation of the Corporation relating to the corporate
name as now in full force and effect is hereby amended in its entirety to read
as follows:
"FIRST: The name of the Corporation is TSI Reade Street, Inc."
4. The foregoing amendment of the Certificate of Incorporation
of the Corporation was authorized by the unanimous written consent of all
members of the Board of Directors of the Corporation, pursuant to Sections 708
and 803 of the Business Corporation Law of the State of New York, to the
adoption of a resolution authorizing the same, followed by the
written consent thereto signed by the holders of all outstanding shares of the
Corporation entitled to vote thereon, pursuant to Sections 615 and 803 of the
Business Corporation Law of the State of New York.
IN WITNESS WHEREOF, the undersigned have executed this
Certificate this 7th day of June, 1999 and affirm the statements contained
herein as true under the penalties of perjury.
/s/ Mark Smith
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Mark Smith
Chief Executive Officer
/s/ Alexander A. Alimanestianu
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Alexander A. Alimanestianu
Executive Vice President
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CERTIFICATE OF INCORPORATION
of
TSI GREENWICH STREET, INC.
Under Section 402 of the Business Corporation Law
The undersigned, a natural person over the age of eighteen
years, for the purpose of forming a corporation pursuant to the provisions of
the Business Corporation Law of the State of New York, does hereby certify that:
FIRST: The name of the Corporation is TSI GREENWICH STREET,
INC.
SECOND: The purposes for which the Corporation is formed are
to do any and all of the things hereinafter set forth, as principal and as
agent, along and in association with others, to the same extent as natural
persons might or could do in any part of the world, namely:
(a) To construct, erect, build, purchase, sell, rent, hire,
lease or otherwise acquire or dispose of racquets, squash
racquets, racquet ball, squash tennis, physical exercise and
fitness facilities; to own, manage, operate and maintain such
facilities and to provide the same for the use and benefit of
the public generally; to use such facilities for any other
purposes compatible therewith; to provide locker rooms,
showers and other conveniences in connection therewith; to
plan, promote, organize and conduct public exhibitions of
racquets, squash racquets, racquet ball, squash tennis and
physical exercise and fitness training; to provide services to
members of the public relating to racquets, squash racquets,
racquet ball, squash tennis, physical exercise and fitness
training; to purchase, manufacture, lease, deal in and sell
general sporting goods, apparel, equipment and supplies; and
to acquire, sell, mortgage, lease or otherwise acquire or
dispose of all real or personal property necessary or
convenient to any of such purposes;
(b) To acquire, purchase, own, hold, operate, develop, lease,
borrow, lend, mortgage, pledge, exchange, sell, transfer or
otherwise dispose of and to invest, trade or deal in, real and
personal property of every kind and description and any
interests therein necessary or incidental to the purposes of
the Corporation;
(c) To make, enter into and perform all agreements or
contracts necessary or incidental to the advancement of the
purposes of the Corporation, and to do and transact all acts,
business and things to accomplish or further any of the
objects, powers or purposes of the Corporation incident to or
in anywise connected therewith;
(d) To engage in any similar business which may be conducted
by a corporation as permitted by Section 201 of the Business
Corporation Law; and
(e) To have, in furtherance of the purposes of the
Corporation, all of the powers conferred upon Corporations
organized under the Business Corporation Law, subject to any
limitations thereof contained in this Certificate of
Incorporation or in the laws of the State of New York.
The foregoing purposes shall be deemed to be objects and
powers of the Corporation as well as its purposes and shall be deemed
independent, each of the other, and no purpose, object or power is intended to
limit or restrict any other purpose, object or power.
THIRD: The office of the Corporation in the State of New York
is to be located in the City of New York, County of New York.
FOURTH: The aggregate number of shares which the Corporation
shall have authority to issue is Two Hundred Thousand (200,000) shares of common
stock, par value $0.10 per share.
FIFTH: The Secretary of State of the State of New York is
designated as the agent of the Corporation upon whom process against the
Corporation may be served. The post office address to which the Secretary of
State shall mail a copy of any process against the Corporation served upon him
is:
TSI GREENWICH STREET, INC.
c/o Fox & Horan
One Broadway
New York, New York 10004
Attention: Michael F. Johnston, Esq.
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SIXTH: The Corporation shall be authorized to indemnify any
and all of its directors, officers, employees and agents, and any other person
or persons, to the fullest extent permitted under the Business Corporation Law
of the State of New York.
SEVENTH: The personal liability of any and all of the
directors of the Corporation to the Corporation or to its shareholders for
damages with respect to any breach of duty as a director shall be eliminated or
limited to the fullest extent permitted under the Business Corporation Law of
the State of New York, provided that the personal liability of any director
shall not be eliminated or limited if a judgment or other final adjudication
adverse to him establishes that his acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled or that his acts violated Section 7l9 of the Business
Corporation Law.
EIGHTH: The by-laws of the Corporation may be amended at any
meeting of shareholders by vote of the shareholders holding a majority of all of
the outstanding stock entitled to vote, present either in person or by proxy,
provided notice of the amendment is included in the notice or waiver of notice
of such meeting. The board of directors of the Corporation may from time to time
by the vote of a majority of the directors then in office make, adopt, amend,
supplement or repeal by-laws (including by-laws adopted by the shareholders of
the Corporation), but the shareholders of the Corporation may from time to time
specify provisions of the by-laws that may not be amended or repealed by the
board of directors of the Corporation.
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IN WITNESS WHEREOF, the undersigned has executed and
acknowledged this Certificate of Incorporation this 10th day of January, 1989.
/s/ Sukhwant K. Singh
-----------------------------------
Sukhwant K. Singh
One Broadway
New York, New York 10004
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 10th day of January, 1989, before me personally came
Sukhwant K. Singh, to me known and known to me to be the person described in and
who executed the foregoing Certificate of Incorporation, and acknowledged to me
that she executed the same.
/s/ Alexander A. Alimanestianu
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Notary Public
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