EXHIBIT 3.131
CERTIFICATE OF INCORPORATION
OF
TSI WASHINGTON, INC.
FIRST: The name of the corporation (the "Corporation") is TSI
WASHINGTON, INC.
SECOND: The address of the Corporation's registered office in the
State of Delaware is 229 South State Street in the City of Dover, in the County
of Kent. The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
THIRD: The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
Without limiting in any manner the scope and generality of the
foregoing, it is hereby provided that the Corporation shall have the following
purposes, objects and powers:
(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
lockers 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 and 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 any way connected therewith; and
(d) To have, in furtherance of the purposes of the Corporation, all
of the powers conferred upon corporations organized under the
General Corporation Law, subject to any limitations thereof
contained in this Certificate of Incorporation or in the laws of the
State of Delaware.
The business or purpose of the Corporation is from time to time to
do any one or more of the acts and things hereinabove set forth, and it shall
have power to conduct and carry on its said business, or any part thereof, and
to have one or more offices, and to exercise any or all of its corporate powers
and rights, in the State of Delaware, and in the various other states,
territories, possessions and dependencies of the United States, in the District
of Columbia, and in any and all foreign countries.
The enumeration herein of the objects and purposes of the
Corporation shall be construed as powers as well as objects and purposes and
shall not be deemed to exclude by inference any powers, objects or purposes
which the Corporation is empowered to exercise, whether expressly by force of
the laws of the State of Delaware now or hereafter in effect, or implied by
the reasonable construction of the said laws.
FOURTH: The aggregate number of shares of stock which the
Corporation has 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 of the
Corporation are as follows:
Alexander A. Alimanestianu
c/o Fox & Horan
One Broadway
New York, New York 10004
2
SIXTH: The Corporation shall, to the full extent permitted by
Section 145 of the General Corporation Law, 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 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.
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 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.
EIGHTH: 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.
3
IN WITNESS WHEREOF, the undersigned incorporator has set his hand
and seal this 3rd day of May, 1989.
/s/ A. Alimanestianu
-----------------------------------
Alexander A. Alimanestianu
4