EXHIBIT 3.127
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
TSI STAMFORD - SUMMER, INC.
Pursuant to Section 242 of the Delaware General Corporation Law, TSI
STAMFORM - SUMMER, INC., a corporation duly organized under the laws of the
State of Delaware (the "Corporation"), does hereby certify that:
FIRST: The sole director of the Corporation, by written consent in
accordance with Section 141(f) of the Delaware General Corporation Law, duly
adopted resolutions in accordance with the provisions of Section 242 of the
Delaware General Corporation Law setting forth a proposed amendment of the
Certificate of Incorporation of the Corporation to change the name of the
Corporation to TSI Supplements, Inc., declaring said amendment to be
advisable, and directing that the same be submitted to the sole stockholder of
the Corporation for approval by written consent.
SECOND: Thereafter, the amendment of the Certificate of Incorporation
of the Corporation herein certified was duly adopted by unanimous written
consent of the sole stockholder of the Corporation in accordance with the
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.
THIRD: The first paragraph of the Certificate of Incorporation of the
Corporation is amended to read in its entirety as follows:
"FIRST: The name of the corporation
(the "Corporation") is TSI Supplements, Inc."
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
the 5th day of October, 1999.
TSI STAMFORD - SUMMER, INC.
By: /s/ Alexander A. Alimanestianu
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Name: Alexander A. Alimanestianu
Title: Executive Vice President
and Secretary
CERTIFICATE OF INCORPORATION
of
TSI STAMFORD - SUMMER, INC.
FIRST: The name of the corporation (the "Corporation") is
TSI STAMFORD - SUMMER, INC.
SECOND: The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle 19801. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The nature of the business to be conducted and the
purposes to be promoted are to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is One Thousand (1,000) shares of
Common Stock, par value $1.00 per share.
FIFTH: The name and mailing address of the incorporator are
as follows:
Jane F. Zaletofsky
Becker, Glynn, Melamed & Muffly LLP
299 Park Avenue
New York, New York 10171
SIXTH: The Corporation shall, to the full extent permitted
by Section 145 of the General Corporation Law of the State of Delaware, as
amended from time to time, indemnify all persons whom it may indemnify pursuant
thereto.
SEVENTH: The following provisions are for the management of
the business and for the conduct of the affairs of the Corporation and for the
further creation, definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
The number of directors of the Corporation shall
be fixed by, or in the manner provided in, the by-laws
of the Corporation. The election of the directors need
not be by written ballot unless the by-laws so provide.
The directors of the Corporation may from time to
time adopt, amend or repeal any of the by-laws of the
Corporation, including by-laws adopted by the
stockholders, but the stockholders may from time to time
specify provisions of the by-laws that may not be
amended or repealed by the directors.
The directors of the Corporation shall have the
power without the assent or vote of the stockholders to
authorize and to cause to be executed and delivered on
behalf of the Corporation mortgages and liens upon all
or any part of the property of the Corporation.
Meetings of stockholders may be held within or
without the State of Delaware, as the by-laws may
provide.
In addition to the powers and authorities
hereinbefore or by law expressly conferred upon them,
the directors of the Corporation are hereby empowered to
exercise all such powers and to do all such acts and
things as may be exercised or done by the Corporation,
subject to the provisions of the General Corporation Law
of the State of Delaware, of this Certificate of
Incorporation, and to any by-laws of the Corporation;
provided, however, that no by-law whether adopted by the
stockholders or by the directors of the Corporation
shall invalidate any prior act of the directors which
would have been valid if such by-law had not been
adopted.
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EIGHTH: A director of this Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability:
(i) for any breach of the director's duty of loyalty to
the corporation or its stockholders,
(ii) for acts or omissions not in good faith, or which
involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation
Law, or
(iv) for any transaction from which the director derived
an improper personal benefit.
NINTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation in
the manner now or hereafter prescribed by law, and all rights and powers
conferred hereby on stockholders, directors and officers of the Corporation are
subject to this reservation.
IN WITNESS WHEREOF, the undersigned incorporator hereby
formally acknowledges under penalties of perjury that this is her act and deed
and that the facts stated herein are true, and accordingly has hereunto set her
hand this 4th day of May, 1999.
/s/ Jane F. Zaletofsky
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Jane F. Zaletofsky
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