EXHIBIT 3.13
CERTIFICATE OF INCORPORATION
of
TSI BRUNSWICK, INC.
FIRST: The name of the corporation (the "Corporation") is TSI
BRUNSWICK, INC.
SECOND: The address of the Corporation's registered office in
the State of Delaware is 32 Loockerman Square, Suite L-100, 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 exercises 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 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 anywise 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 stats,
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 impliedly 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.
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FIFTH: The name and mailing address of the incorporator of the
Corporation are as follows:
Stefan Pessirilo
c/o Fox & Horan
One Broadway
New York, New York 10004
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
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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.
IN WITNESS WHEREOF, the undersigned incorporator has set his
hand and seal this 15th day of December, 1989.
/s/ Stefan Pessirilo
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Stefan Pessirilo
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