EXHIBIT 3.169
TSI BRUNSWICK, INC.
BY-LAWS
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be established and maintained at the office of the United States
Corporation Company, Inc., in the City of Dover, in the County of Kent, in the
State of Delaware, and said corporation shall be the registered agent of the
Corporation in charge thereof.
SECTION 2. OTHER OFFICES. The corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
board of directors may from time to time appoint or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the
election of directors and for such other business as may properly come before
the meeting shall be held at such place, either within or without the State of
Delaware, and at such time and date within thirteen months after the preceding
annual meeting, as the chairman, the president, or the board of directors shall
determine.
SECTION 2. SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be held at such time and place, within or without the
State of Delaware, as shall be stated in the notice of the meeting. Special
meetings of stockholders may be called by the president or secretary or by
resolution of the board of directors.
SECTION 3. VOTING. Each stockholder entitled to vote in accordance
with the terms of the certificate of incorporation and in accordance with the
provisions of these by-laws
shall be entitled to one vote, in person or by proxy, for each share of stock
entitled to vote held by such stockholder, but no proxy shall be voted more than
three years after its date unless such proxy provides for a longer period. Upon
the demand of any stockholder, the vote for directors and the vote upon any
question before the meeting shall be by ballot. All elections for directors
shall be decided by plurality vote; all other questions shall be decided by
majority vote except as may be otherwise provided by the certificate of
incorporation or by the General Corporation Law of the State of Delaware.
SECTION 4. LIST OF STOCKHOLDERS. A complete list of the stockholders
entitled to vote, arranged in alphabetical order with the address of each and
the number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to any meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
SECTION 5. QUORUM. Except as otherwise required by law, by the
certificate of incorporation or by these by-laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the Corporation
entitled to vote shall constitute a quorum at all meetings of stockholders. In
case a quorum shall not be present at any meeting, a majority in interest of the
stockholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present or represented. At any such adjourned meeting at which the
requisite amount of stock entitled to vote shall be
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present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed, but only those stockholders
entitled to vote at the meeting as originally noticed shall be entitled to vote
at any adjournment or adjournments thereof.
SECTION 6. NOTICE OF MEETING. Written notice, stating the place, date
and time of the meeting and, in the case of a special meeting, the purpose or
purposes for which it is called, shall be given to each stockholder entitled to
vote thereat at his address as it appears on the records of the Corporation, not
less than ten nor more than sixty days before the date of the meeting. No
business other than that stated in the notice shall be transacted at any meeting
without the unanimous consent of all the stockholders entitled to vote thereat.
SECTION 7. STOCKHOLDER ACTION WITHOUT MEETING. Any action required by
the General Corporation Law of the State of Delaware to be taken at any annual
or special meeting of stockholders, or any action which may be taken at any
annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM. The number of directors which shall
constitute the whole board of directors shall be not less than one nor more than
nine as fixed from time to time by resolution of the board of directors or by
the stockholders at an annual or special meeting; provided, that no decrease in
the number of directors shall shorten the term of
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any incumbent director. The directors shall be elected at the annual meeting of
the stockholders, except that any vacancy may be filled as provided in Section 3
of Article III of these by-laws. A director need not be a stockholder, a citizen
of the United States or a resident of the State of Delaware. Each director shall
hold office for a term expiring at the annual meeting of stockholders next
succeeding his election and until his successor is elected and has qualified or
until his earlier resignation, removal or other vacation of office.
SECTION 2. RESIGNATIONS. Any director, member of a committee or
officer may resign at any time. Such resignation shall be made in writing and
shall take effect at the time specified therein or, if no time be specified, at
the time of its receipt by the president or secretary. The acceptance of a
resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES. If the office of any director, member of a
committee or officer becomes vacant, or if any new directorship is created by
any increase in the number of directors, the remaining directors in office,
though less than a quorum, by a majority vote or the sole remaining director may
appoint any qualified person to fill such vacancy, and such person shall hold
office for the unexpired term and until his successor is elected and has
qualified or until his earlier displacement from office.
SECTION 4. REMOVAL. Any director may be removed either for or without
cause at any time by the affirmative vote of the holders of a majority of the
shares of stock outstanding and entitled to vote at a special meeting of the
stockholders called for the purpose, and the vacancies thus created may be
filled, at the meeting held for the purpose of removal or at any subsequent
meeting of stockholders, by a majority vote of the stockholders entitled to vote
and present or represented at such meeting.
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SECTION 5. POWERS. The board of directors shall exercise all of the
powers of the Corporation except such as are by law, by the certificate of
incorporation or by these by-laws conferred upon or reserved to the
stockholders.
SECTION 6. COMMITTEES. The board of directors may, by resolution or
resolutions adopted by a majority of the members of the whole board of
directors, designate one or more committees, each committee to consist of two or
more of the directors of the Corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided in the resolution, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
Corporation (with the exception of any authority the delegation of which is
prohibited by Section 141 of the General Corporation Law of the State of
Delaware), and may authorize the seal of the Corporation to be affixed to all
papers which may require it. In the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified member.
SECTION 7. MEETINGS.
(a) Annual Meetings. The directors elected at each annual meeting of
stockholders shall hold their first meeting immediately thereafter, if a quorum
be present, or as soon as conveniently possible at a time and place fixed by
notice of meeting or by consent in writing of all the directors.
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(b) Regular Meetings. Regular meetings of the board of directors may be
held without notice at such places and times as shall from time to time be fixed
in advance by resolution of the board of directors.
(c) Special Meetings. Special meetings of the board of directors may be
called by the president and, at the written request of any director, by the
secretary, and shall be held at such time and place as may be determined by the
board of directors, or as shall be stated in the notice of the meeting.
SECTION 8. QUORUM. Unless there is a board of one director, one-third
of the total number of directors (but in no case fewer than two directors) shall
constitute a quorum for the transaction of business. If at any meeting of the
board of directors less than a quorum shall be present, a majority of those
present may adjourn the meeting from time to time until a quorum is obtained,
and no further notice thereof need be given other than by announcement at the
meeting which shall be so adjourned.
SECTION 9. VOTING. The vote of a majority of the directors present at
any meeting at which a quorum is present, and the vote of a majority of the
entire membership of a committee of the board of directors shall be the act of
such board or such committee, except as may be otherwise specifically provided
by statute or by these by-laws. Members of the board of directors or of any
committee thereof may participate in a meeting of such board or committee by
means of conference telephone or similar communications equipment whereby all
participants can hear each other, such participation constituting presence in
person at such meeting.
SECTION 10. COMPENSATION. Directors shall not receive any stated salary
for their services as directors or as members of committees, but by resolution
of the board of directors a fixed fee and expenses of attendance may be allowed
for attendance at each
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meeting. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity as an officer, agent or
otherwise, and receiving compensation therefor.
SECTION 11. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board or committee.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall be a
president, a treasurer and a secretary. In addition, the board of directors may
elect a chairman of the board of directors, an executive vice president and one
or more other vice presidents. None of the officers except the chairman of the
board of directors need be a director. Officers shall be elected at the first
meeting of the board of directors after each annual meeting of stockholders and
shall hold office until their successors are elected and qualified or until
earlier resignation or removal. More than two offices may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity.
SECTION 2. OTHER OFFICERS AND AGENTS. The board of directors may elect
or may delegate to the president authority to appoint one or more assistant vice
presidents, assistant treasurers, assistant secretaries and such other officers
and agents as may be advisable who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the board of directors or by the president, in the cases in
which he shall have made the appointment.
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SECTION 3. CHAIRMAN. The chairman of the board of directors, if one is
elected, shall preside at all meetings of the board of directors at which he is
present and he shall have such powers and shall have and perform such other
duties as from time to time may be assigned to him by the board of directors.
SECTION 4. PRESIDENT. The president shall be the chief executive
officer of the Corporation and shall have the general powers and duties of
supervision and management vested in the office of president of a corporation.
He shall preside at all meetings of stockholders at which he is present, and
shall have general supervision, direction and control of the business of the
corporation. Except as the board of directors shall authorize the execution
thereof in some other manner, he shall execute bonds, mortgages and other
contracts on behalf of the Corporation, and shall cause the seal of the
corporation to be affixed to any instrument requiring it and when so affixed the
seal shall be attested by the signature of the secretary or the treasurer or an
assistant secretary or an assistant treasurer.
SECTION 5. VICE PRESIDENT. Each vice president shall have such powers
and shall have and perform such duties as from time to time may be assigned to
him by the board of directors.
SECTION 6. TREASURER. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositaries as may be designated by the board of directors.
The treasurer shall disburse the funds of the Corporation as may be ordered by
the board of directors or by the president, taking proper vouchers for such
disbursements. He shall render to the president and board of directors at the
regular meetings of the board of directors, or
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whenever requested, an account of all his transactions as treasurer and of the
financial condition of the Corporation. If required by the board of directors,
he shall give the corporation a bond for the faithful discharge of his duties in
such amount and with such surety as the board of directors shall prescribe.
SECTION 7. SECRETARY. The secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these by- laws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the president, or by the directors, or by the stockholders, upon whose
requisition the meeting is called as provided in these by-laws. He shall record
all the proceedings of the meetings of the Corporation and of the board of
directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him by the board of directors or by the president.
He shall have the custody of the seal of the Corporation and shall affix the
same to all instruments requiring it, when authorized by the directors or by the
president, and shall attest the same.
ARTICLE V
STOCK
SECTION 1. CERTIFICATES OF STOCK. Certificates of stock, numbered and
with the seal of the Corporation affixed, signed by the chairman of the board of
directors, the president or a vice president, and by the treasurer, an assistant
treasurer, the secretary or an assistant secretary, shall be issued to each
stockholder certifying the number of shares of the Corporation's stock owned by
him. When such certificates are countersigned by a transfer agent other than the
Corporation or its employee, or by a registrar other than the Corporation or its
employee, the signatures of such officers may be facsimiles.
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SECTION 2. LOST CERTIFICATES. A new certificate of stock may be issued
in the place of any certificate theretofore issued by the Corporation, and
alleged to have been lost or destroyed, and the directors may, in their
discretion, require the owner of any lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond, in such sum as they may direct,
to indemnify the Corporation against any claim that may be made against it on
account of the alleged loss or destruction of such certificate, or the issuance
of any such new certificate.
SECTION 3. TRANSFER OF SHARES. The shares of stock of the Corporation
shall be transferable only upon its books by the holders hereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the Corporation by the delivery
thereof to the person in charge of the stock transfer books and ledgers, or to
such other person as the board of directors may designate, by whom they shall be
cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.
SECTION 4. RECORD DATE. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to express consent to corporate action
in writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may fix, in advance,
a record date, which shall not be more than sixty nor fewer than ten days before
the date of such meeting, nor more than sixty days before any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
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provided, however, that the board of directors may fix a new record date for the
adjourned meeting.
SECTION 5. DIVIDENDS. Subject to the provisions of the certificate of
incorporation, the board of directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the Corporation available
for dividends such sum or sums as the board of directors from time to time in
its discretion may deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
board of directors shall deem conducive to the interests of the Corporation.
ARTICLE VI
INDEMNIFICATION
The corporation shall (a) indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, and (b) indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was a director or officer of the Corporation,
or served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
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enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding, in each case to the fullest extent
permissible under Section 145 of the General Corporation Law of the State of
Delaware or the indemnification provisions of any successor statute. The
foregoing right of indemnification shall in no way be exclusive of any other
rights of indemnification to which any such person may be entitled, under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
and shall inure to the benefit of the heirs, executors and administrators of
such a person.
ARTICLE VII
GENERAL
SECTION 1. SEAL. The seal of the corporation shall be circular in form
and shall contain the name of the Corporation, the year of its organization and
the words "CORPORATE SEAL, DELAWARE". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the board of directors.
SECTION 3. CHECKS. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall be determined from time to time by
resolution of the board of directors.
SECTION 4. NOTICE AND WAIVER OF NOTICE. Whenever any notice is
required by these by-laws to be given, personal notice is not meant unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given (a) orally or in any other manner to directors in sufficient time to
permit their convenient assembly and (b) in writing by cable, telex,
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facsimile transmission or mail to stockholders. Depositing such notice in the
United States mails, postage prepaid, addressed to the person entitled thereto
at his address as it appears on the records of the Corporation, shall be deemed
to give notice on the day of such mailing. Whenever any notice whatever is
required to be given under the provisions of any law, or under the provisions of
the certificate of incorporation or these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto. Attendance at a
meeting shall constitute a waiver of notice, except attendance for the purpose
of objecting to the convening of the meeting, when such objection is expressed
at the beginning of the meeting.
ARTICLE VIII
AMENDMENTS
These by-laws may be altered or repealed and by-laws may be made at any
annual meeting of stockholders, or at any special meeting thereof if notice of
the proposed alteration or repeal or of the by-laws to be made is contained in
the notice of such special meeting, by the affirmative vote of the holders of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the affirmative vote of a majority of the board of directors at any regular
meeting of the board of directors, or at any special meeting of the board of
directors if notice of the proposed alteration or repeal or of the by-laws to be
made is contained in the notice of such special meeting.
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