EXHIBIT 3.242
BY - LAWS
OF
TSI MADISON, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE - The principal office of the Corporation
in the State of New York shall be in the City and County of New York.
SECTION 2. OTHER OFFICES - The Corporation may have such other offices
and places of business, within or outside the State of New York, as shall be
determined by the Board of Directors.
ARTICLE II
SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS - Meetings of the shareholders may be
held at such place or places, within or outside the State of New York, as shall
be fixed by the Board of Directors and stated in the notice of the meeting.
SECTION 2. ANNUAL MEETING - The annual meeting of shareholders for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held, commencing in 1989, on the first Monday
in the month of
February unless in any year the Board of Directors shall by resolution fix
another date for the annual meeting.
SECTION 3. NOTICE OF ANNUAL MEETING - Notice of the annual meeting
shall be given to each shareholder entitled to vote, at least ten days prior to
the meeting.
SECTION 4. SPECIAL MEETINGS - Special meetings of the shareholders for
any purpose or purposes may be called by the President or Secretary and must be
called upon receipt by either of them of the written request of the holders of
twenty-five percent of the stock then outstanding and entitled to vote.
SECTION 5. NOTICE OF SPECIAL MEETING - Notice of a special meeting,
stating the time, place and purpose or purposes thereof, shall be given to each
shareholder entitled to vote, at least ten days prior to the meeting. The notice
shall also set forth at whose direction it is being issued.
SECTION 6. 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 or the Certificate
of Incorporation.
SECTION 7. VOTING - At each meeting of the shareholders, every holder
of stock then entitled to vote may vote in person or by proxy, and, except as
may be otherwise provided by the Certificate of Incorporation, shall have one
vote
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for each share of stock entitled to vote registered in his name.
SECTION 8. ADJOURNED MEETINGS - Any meeting of shareholders may be
adjourned to a designated time and place 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.
SECTION 9. ACTION BY WRITTEN CONSENT OF SHAREHOLDERS - Whenever by any
provision of statute or of the Certificate of Incorporation or of these by-laws
the vote of shareholders at a meeting thereof is required or permitted to be
taken in connection with any corporate action, the meeting and vote of
shareholders may be dispensed with, if all the shareholders who would have been
entitled to vote upon the action is such meeting were held shall consent in
writing to such corporate action being taken.
ARTICLE III
DIRECTORS
SECTION 1. FUNCTION AND QUALIFICATIONS - The business of the
Corporation shall be managed by its Board of Directors, each member of which
shall be at least eighteen years of age.
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SECTION 2. NUMBER - The number of directors constituting the initial
Board of Directors shall be one (1), who shall hold office for the term for
which elected and until his successor is elected and shall qualify. The number
of directors may be increased or decreased from time to time by amendment to
these by-laws made by a majority vote of the Board of Directors or by the
shareholders. The number of directors may be less than three when all of the
shares are owned by fewer than three shareholders, but in such event the number
of directors may not be less than the number of shareholders. Directors need not
be shareholders.
SECTION 3. POWERS - The Board of Directors may adopt such rules and
regulations for the conduct of its meetings, the exercise of its powers and the
management of the affairs of the Corporation as it may deem proper, not
inconsistent with the laws of the State of New York, the Certificate of
Incorporation or these by-laws.
In addition to the powers and authorities by these by-laws expressly
conferred upon them, the directors may exercise all powers of the Corporation
and do such lawful acts and things as are not statute or by the Certificate of
Incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.
SECTION 4. MEETINGS, QUORUM - Meetings of the Board may be held at any
place, either within or outside the State of
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New York, provided a quorum be in attendance. Except as may be otherwise
provided by statute or by the Certificate of Incorporation, a majority of the
directors in office shall constitute a quorum at any meeting of the Board and
the vote of a majority of a quorum of directors shall constitute the act of the
Board.
The Board of Directors may hold an annual meeting, without notice,
immediately after the annual meeting of shareholders. Regular meetings of the
Board of Directors may be established by a resolution adopted by the Board. The
Chairman of the Board (if any) or the President or Secretary may call, and at
the request of any two directors must call, a special meeting of the Board of
Directors, five days' notice of which shall be given by mail, or two days'
notice personally or by telegraph, facsimile transmission or cable to each
director.
SECTION 5. VACANCIES, REMOVAL - Except as otherwise provided in the
Certificate of Incorporation or in the following paragraph, vacancies occurring
in the membership of the Board of Directors, from whatever cause arising (except
the removal of directors without cause) may be filled by vote of a majority of
the remaining directors, although less than a quorum, or such vacancies may be
filled by the shareholders.
Any one or more of the directors may be removed (a) either for or
without cause, at any time, by vote of the shareholders holding a majority of
the outstanding stock of the
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corporation entitled to vote, present in person or by proxy, at any special
meeting of the shareholders or (b) for cause, by action of the Board of
Directors at any regular or special meeting of the Board. A vacancy or vacancies
occurring from removal may be filled at a meeting of shareholders and if the
removal is by action of the Board for cause, at a regular or special meeting of
the Board of Directors.
SECTION 6. COMMITTEES - The Board of Directors, by resolution adopted
by a majority of the entire Board, may designate from its members an executive
committee or other committee or committees, each consisting of three or more
members, with such powers and authority (to the extent permitted by law) as may
be provided in said resolution.
SECTION 7. ACTION BY WRITTEN CONSENT OF DIRECTORS - Any action
required or permitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting if all members of the Board or of the
committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents thereto by the members of the
Board or of the committee shall be filed with the minutes of the proceedings of
the Board or committee.
SECTION 8. PARTICIPATION BY CONFERENCE TELEPHONE - Any one or more
members of the Board or any committee thereof may participate in a meeting of
such Board or committee by means of a conference telephone or similar
communications equipment allowing
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all persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
ARTICLE IV
OFFICERS
SECTION 1. EXECUTIVE OFFICERS - The executive officers of the
Corporation shall be a President, a Treasurer and a Secretary, all of whom shall
be elected by, and shall hold office at the pleasure of, the Board of Directors.
In addition, the Board of Directors may elect one or more Vice Presidents and a
Chairman of the Board of Directors. Except for the Chairman of the Board, if one
be elected, no officer need be a director. Except for the offices of President
and Secretary, any two offices or more may be held by one person. All vacancies
occurring among any of the officers shall be filled by the Board of Directors.
Any officer elected by the Board of Directors may be removed at any time with or
without cause by the affirmative vote of a majority of the directors present at
a regular meeting or special meeting of the Board of Directors.
SECTION 2. OTHER OFFICERS - The Board of Directors may appoint such
other officers and agents with such powers and duties as it shall deem
necessary.
SECTION 3. THE CHAIRMAN OF THE BOARD - The Chairman of the Board of
Directors, if one be elected, shall be a director
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and shall preside at all meetings of the Board of Directors and he shall have
and perform such other duties as from time to time may be assigned to him by the
Board of Directors or the Executive Committee.
SECTION 4. THE PRESIDENT - The President shall, in the absence or
non-election of a Chairman of the Board, preside at all meetings of the
shareholders and directors. While the directors are not in session, he shall
have general management and control of the business and affairs of the
Corporation.
SECTION 5. THE VICE PRESIDENT - The Vice President, if there be one
elected, or if there be more than one elected, the senior Vice President, as
determined by the Board of Directors, in the absence or disability of the
President, shall exercise the powers and perform the duties of the President,
and each Vice President shall exercise such other powers and perform such other
duties as shall be prescribed by the directors.
SECTION 6. THE TREASURER - The Treasurer shall have custody of all
funds, securities and evidences of indebtedness of the Corporation; he shall
receive and give receipts and acquittances for moneys paid in on account of the
Corporation, and shall pay out of the funds on hand all bills, payrolls, and
other just debts of the Corporation, of whatever nature, upon maturity; he shall
enter regularly, in books to be kept by him for that purpose, full and accurate
accounts of all moneys received and paid out by him on account of the
Corporation, and
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he shall perform all other duties incident to the office of Treasurer and as may
be prescribed by the Board of Directors.
SECTION 7. THE SECRETARY - The Secretary shall keep the minutes of all
proceedings of the Board of Directors and of the shareholders; he shall attend
to the giving and serving of all notices to the shareholders and Board of
Directors or other notice required by law or by these by-laws; he shall affix
the seal of the Corporation to deeds, contracts and other instruments in writing
requiring a seal, when duly signed or when so ordered by the Board of Directors;
he shall have charge of the certificate books and stock books and such other
books and papers as the Board may direct, and he shall perform all other duties
incident to the office of Secretary.
SECTION 8. SALARIES - The salaries of all officers shall be fixed by
the Board of Directors, and the fact that any officer is a director shall not
preclude him from receiving a salary as an officer, or from voting upon the
resolution providing the same.
ARTICLE V
CAPITAL STOCK
SECTION 1. FORM AND EXECUTION OF CERTIFICATES - Certificates of stock
shall be in such form as required by the Business Corporation Law of New York
and as shall be adopted by the Board of Directors. They shall be numbered and
registered in
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the order issued; shall be signed by the Chairman of the Board or by the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer and may be sealed with the corporate
seal or a facsimile thereof. When such a certificate is countersigned by a
transfer agent or registered by a registrar, the signatures of any such officers
may be facsimile.
SECTION 2. TRANSFER - Transfer of shares shall be made only upon the
books of the Corporation by the registered holder in person or by duly
authorized attorney, and upon surrender of the certificate or certificates for
such shares properly assigned for transfer.
SECTION 3. LOST OR DESTROYED CERTIFICATES - The holder of any
certificates representing shares of stock of the Corporation may notify the
Corporation of any loss, theft or destruction thereof, and the Board of
Directors may thereupon, in its discretion, cause a new certificate for the same
number of shares, to be issued to such holder upon satisfactory proof of such
loss, theft or destruction, and the deposit of indemnity by way of bond or
otherwise, in such form and amount and with such surety or sureties as the Board
of Directors may require, to indemnify the Corporation against loss or liability
by reason of the issuance of such new certificate.
SECTION 4. RECORD DATE - In lieu of closing the books of the
Corporation, the Board of Directors may fix, in advance, a
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date as the record date for the determination of shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, or to
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend, or
allotment of any rights, or for the purpose of any other action. Such date shall
not be more than fifty nor less than ten days before the date of such meeting,
nor more than fifty days prior to any other action.
ARTICLE VI
GENERAL
SECTION 1. DIVIDENDS - The Board of Directors may declare dividends
from time to time upon the capital stock of the Corporation from the surplus or
net profits available therefor.
SECTION 2. 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 3. FISCAL YEAR - The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
SECTION 4. CHECKS, NOTES, ETC. - 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
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by the Board of Directors.
The funds of the Corporation shall be deposited in such bank or trust
company, and checks drawn against such funds shall be signed in such manner as
may be determined from time to time by the Board of Directors.
SECTION 5. 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 appears on the
books of the Corporation, and such notice shall be deemed to have been given on
the day of such deposit.
ARTICLE VII
AMENDMENTS
SECTION 1. BY SHAREHOLDERS - These by-laws may be amended at any
meeting of shareholders by vote of the
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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.
SECTION 2. BY DIRECTORS - The Board of Directors 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.
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