EXHIBIT 3.22
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
COBBLE HILL RACQUET AND FITNESS CORPORATION
Under Section 805 of the Business Corporation Law
We, the undersigned Marc Tascher and Michael F. Johnston,
being respectively the President and Secretary of Cobble Hill Racquet and
Fitness Corporation, a corporation organized under the laws of the State of New
York (the "Corporation"), pursuant to Section 805 of the Business Corporation
Law of the State of New York do hereby certify that:
1. The name of the Corporation is Cobble Hill Racquet and
Fitness Corporation.
2. The Certificate of Incorporation of the Corporation was
filed by the Department of State on August 19, 1985.
3. The Certificate of Incorporation as now in full force and
effect is hereby amended to change the name of the Corporation to TSI Cobble
Hill, Inc.
4. The text of Paragraph 1 of the Certificate of
Incorporation of the Corporation is amended to read in full as follows:
(1) The name of the Corporation is TSI Cobble Hill, Inc.
5. The foregoing amendment of the Certificate of
Incorporation was authorized by consent in writing, dated as of April 5, 1988,
of the sole director of the Corporation, followed by the unanimous written
consent, dated as of April 6, 1988, signed by the
sole holder of all outstanding shares of the Corporation entitled to vote
thereon, all pursuant to Sections 615, 708, 803 and 805 of the Business
Corporation Law of the State of New York.
IN WITNESS WHEREOF, we have executed this Certificate as of
the 7th day of April, 1988, and affirm the statements contained herein as true
under the penalties of perjury.
/s/ Marc Tascher
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Marc Tascher
President
/s/ Michael F. Johnston
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Michael F. Johnston
Secretary
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CERTIFICATE OF INCORPORATION
of
COBBLE HILL RACQUET AND FITNESS CORPORATION
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 Cobble Hill Racquet and
Fitness Corporation.
SECOND: The purposes for which the Corporation is formed are
to do any and all of the things hereinafter set forth, as principal and as
agent, alone and in association with others, to the same extent as natural
persons might or could do in any part of the world, namely:
(a) To construct, erect, build, purchase, sell, rent, hire,
lease or otherwise acquire or dispose of racquets, squash
racquets, racquetball, squash tennis and physical exercise 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 give instructions
to members of the public in racquets, squash racquets,
racquetball, 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, other
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;
(d) To engage in any similar business which may be conducted
by a corporation as permitted by Section 201 of the Business
Corporation Law; and
(e) To have, in furtherance of the purposes of the
corporation, all of the powers conferred upon corporations
organized under the Business Corporation Law, subject to any
limitations thereof contained in this Certificate of
Incorporation or in the laws of the State of New York.
The foregoing purposes shall be deemed to be objects and powers of the
corporation as well as its purposes and shall be deemed independent, each of the
other, and no purpose, object or power is intended to limit or restrict any
other purpose, object or power.
THIRD: The office of the corporation in the State of New York
is to be located in the City of New York, County of New York.
FOURTH: The aggregate number of shares 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:
Cobble Hill Racquet and Fitness Corporation
c/o Fox Glynn & Melamed
One Broadway
New York, New York 10004
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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
of the State of New York.
SEVENTH: 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.
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IN WITNESS WHEREOF, the undersigned has executed and
acknowledged this Certificate of Incorporation this 15th day of August, 1985.
/s/ Edward C. Marschner
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Edward C. Marschner
One Broadway
New York, New York 10004
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 15th day of August, 1985, before me personally came
Edward C. Marschner, 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/ Gail Moutsatsos
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Notary Public
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