EXHIBIT 3.232
TSI INSURANCE, INC.
BY-LAWS
ARTICLE I
OFFICES
SECTION 1. Offices. In addition to its principal office in the
County of New York in the State of New York, as provided in the Charter of the
Corporation, 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 by law
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 eleven months 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 required by the Insurance
Law or Business Corporation Law of the State of New York.
SECTION 4. List of Shareholders. A complete list of the
shareholders entitled to vote, as of the relevant record date, 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 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 required by law 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
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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 at the adjourned meeting which might have been transacted at the
meeting as originally called.
SECTION 8. Shareholder Action Without Meeting. Any action
required or permitted to 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. Election and Term; Qualifications. The number of
directors which shall constitute the whole board of directors shall be not less
than three 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 director. The initial board of directors shall have three directors. 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
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office. A director need not be a shareholder or resident of the State of New
York; provided, that a minimum of two directors shall at all times be residents
of the State of New York.
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 to the president or secretary 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 for any reason except the removal of directors
without cause, 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 with 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.
SECTION 5. Powers. The board of directors shall exercise all
of the powers of the Corporation except such as are by law, by the charter of
the Corporation or by these by-laws conferred upon or reserved to the
shareholders.
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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 to the extent permitted by law, 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 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
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such time and place as may be determined by the board of directors, or as shall
be stated in the notice of the meeting.
(d) Meetings in New York. At least one meeting per year of the
board of directors shall be held in the State of New York.
SECTION 8. Quorum. 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 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.
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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
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
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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 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
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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 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 whose request 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
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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
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
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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 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 charter
of the Corporation, 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.
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SECTION 2. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.
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
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
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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. Any amendment of these by-laws shall be subject to
Section 7003(d) of the Insurance Law of the State of New York, as the same may
be amended from time to time.
Dated: December 20, 2002
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