EXHIBIT 3.199
TSI EAST 76, INC.
BY-LAWS
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation
shall be established and maintained in the City and County of New York, in the
State of New York, or at such other place as may be determined by the duly
authorized restated or amended certificate of incorporation of the Corporation.
SECTION 2. OTHER OFFICES. The Corporation may have other offices,
either within or without the State of New York, 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 SHAREHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of shareholders 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
New York, 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 shareholders for any
purpose or purposes may be held at such time and place, within or without the
State of New York, as shall be
stated in the notice of the meeting. Special meetings of shareholders may be
called by the president or secretary or by resolution of the board of directors
and must be called upon receipt by any of them of the written request of the
holders of twenty-five percent of the stock then outstanding and entitled to
vote.
SECTION 3. VOTING. Each shareholder 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 shareholder, 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 shareholder, 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 and all other
questions shall be decided by majority vote except as may be otherwise provided
by the certificate of incorporation or by the Business Corporation Law of the
State of New York.
SECTION 4. LIST OF SHAREHOLDERS. A complete list of the shareholders
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
shareholder, 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
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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 shareholder who is present.
SECTION 5. QUORUM. At any meeting of the shareholders, the holders of
a majority of the shares of stock then entitled to vote shall constitute a
quorum for all purposes, except as otherwise provided by law, the certificate of
incorporation or these by-laws.
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 fifty 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 shareholders of all of the outstanding
shares of the Corporation entitled to vote thereat.
SECTION 7. ADJOURNED MEETINGS. Any meeting of shareholders may be
adjourned to a time and place designated by a vote of a majority in interest of
the shareholders present in person or by proxy and entitled to vote, even though
less than a quorum is so present. No notice of such an adjourned meeting need be
given, other than by announcement at the meeting, and any business may be
transacted which might have been transacted at the meeting as originally called.
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SECTION 8. SHAREHOLDER ACTION WITHOUT MEETING. Any action required by
the Business Corporation Law of the State of New York to be taken at any annual
or special meeting of shareholders, or any action which may be taken at any
annual or special meeting of shareholders, 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 all outstanding shares
entitled to vote thereon.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM; QUALIFICATIONS. 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 shareholders at an annual or special meeting; provided, that
no decrease in the number of directors shall shorten the term of any incumbent
director. The directors shall be elected at the annual meeting of the
shareholders, except that any vacancy may be filled as provided in Section 3 of
this Article III of these by-laws. Each director shall hold office for a term
expiring at the annual meeting of shareholders next succeeding his election or
until his successor is elected and has qualified or until his earlier
resignation, removal or other vacation of office. A director need not be a
shareholder, a citizen of the United States or a resident of the State of New
York.
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SECTION 2. RESIGNATIONS. Any director or member of a committee may
resign at any time upon written notice to the Corporation. Such resignation
shall be made in writing and shall take effect at the time specified therein or,
if no time is 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 or member of a
committee becomes vacant, or if any new directorship is created by an 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 resignation, removal or other vacation of 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
shareholders called for that purpose, and the vacancies thus created may be
filled, at the meeting held for the purpose of removal or at any subsequent
meeting of shareholders, by a majority vote of the shareholders 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
shareholders.
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, 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
shareholders 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
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meeting or by consent in writing of all the directors.
(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 of 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
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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 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 in writing to the adoption of a resolution authorizing the
action, 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, one or more executive vice
presidents 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
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elected at the first meeting of the board of directors after each annual meeting
of shareholders and shall hold office until their successors are elected and
qualified or until earlier resignation or removal. Except for the offices of
President and Secretary, 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. Any officer may (subject to contractual commitments with the
Corporation) resign at any time upon written notice to the Corporation, and
vacancies shall be filled by election at the next meeting of the board of
directors. Any officer may be removed from office with or without cause at any
time by the board of directors (but without prejudice to the contractual rights,
if any, of such officer with the Corporation).
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.
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 shall have such powers and shall have and perform such other duties
as from time
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to time may be assigned to him by the board of directors and as further provided
in Section 4 of this Article IV of these by-laws.
SECTION 4. PRESIDENT. The president shall be the chief executive
officer of the Corporation, unless a chairman of the board is elected as chief
executive officer, in which case the president shall be the chief operating
officer of the Corporation. The president, and the chairman of the board, if one
is elected, shall have the general powers and duties of supervision and
management vested in the office of president of a corporation. The president
shall preside at all meetings of shareholders at which he is present, unless a
chairman of the board is elected and is present, in which case the chairman
shall preside at such meetings. The president shall have general supervision,
direction and control of the business of the Corporation, unless a chairman of
the board is elected, in which case the chairman shall have such general
supervision, direction and control in lieu of the president, and the president
shall have supervision, direction and control over the day-to-day affairs of the
Corporation, unless otherwise provided by the board of directors. Except as the
board of directors shall authorize the execution thereof in some other manner,
the president, and the chairman of the board, if one is elected, shall have the
power to singly 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
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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 money 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 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 shareholders 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 shareholders, upon
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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
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK. Certificates of capital 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 shareholder certifying the number of shares of the Corporation's capital
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.
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
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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 thereof 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 shareholders entitled to notice of or to vote at any meeting of shareholders
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 fifty nor fewer than ten days before
the
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date of such meeting, nor more than fifty days before any other action. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; 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
GENERAL
SECTION 1. SEAL. The Board of Directors shall adopt a suitable
corporate seal which shall be in charge of the Secretary and shall be used as
authorized by the by-laws.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
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SECTION 3. CHECKS. Checks, notes, drafts, bills of exchange and orders
for the payment of money shall be signed or endorsed in such manner as shall be
determined by the Board of Directors.
SECTION 4. NOTICE AND WAIVER OF NOTICE. Any notice required to be
given under these by-laws may be waived by the person entitled thereto by a
signed writing, telegram, facsimile transmission or cable, and the presence of
any person at a meeting shall constitute waiver of notice thereof as to such
person.
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 by depositing it in a post office or post
box in a sealed postpaid wrapper, addressed to the shareholder, officer or
director entitled thereto, at such address for such person as it appears on the
records of the Corporation, and such notice shall be deemed to have been given
on the day of such deposit.
ARTICLE VII
AMENDMENTS
These by-laws may be altered or repealed and by-laws may be made at any
annual meeting of shareholders, 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
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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; provided,
that notice of any by-law regulating an impending election of directors adopted,
amended or repealed by the board of directors shall be given to the shareholders
as provided in the Business Corporation Law of the State of New York.
Dated: September 4, 1992
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