EXHIBIT 3.16
CERTIFICATE OF INCORPORATION
OF
TSI CASH MANAGEMENT, 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 Cash Management, Inc.
SECOND: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Business
Corporation Law of the State of New York. The Corporation is not formed to
engage in any act or activity requiring the consent or approval of any state
official, department, board, agency or other body without such consent or
approval first being obtained.
THIRD: The office of the Corporation in the State of New York is to be
located in the County of New York.
FOURTH: The aggregate number of shares of stock 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 Cash Management, Inc.
c/o Town Sports International, Inc.
888 Seventh Avenue
Suite 1801
New York, New York 10106
Attn: Alexander A. Alimanestianu
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.
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, 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 719 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.
IN WITNESS WHEREOF, the undersigned has executed and acknowledged this
Certificate of Incorporation this 18th day of March, 1991.
/s/ Richard Pyle
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Richard Pyle, Incorporator
888 Seventh Avenue
New York, New York 10106
STATE OF NEW YORK )
)
STATE OF NEW YORK )
On this 18th day of March, 1991, before me personally came Richard
Pyle, 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 he
executed the same.
/s/ Alexander A. Alimanestianu
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Notary Public
2