Exhibit 3.278
TSI STAMFORD DOWNTOWN, INC.
BY-LAWS
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the
Corporation shall be established and maintained at the office of The Corporation
Trust Company, in the City of Wilmington, in the County of New Castle, in the
State of Delaware; and said corporation shall be the registered agent of the
Corporation in charge thereof.
SECTION 2. OTHER OFFICES. The Corporation may have other offices,
either within or without the State of Delaware, 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 STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders 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
Delaware, 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 stockholders for
any purpose or purposes may be held at such time and place, within or without
the State of Delaware, as shall be stated in the notice of the meeting. Special
meetings of stockholders may be called by the president or secretary or by
resolution of the board of directors.
SECTION 3. VOTING. Each stockholder 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 stockholder, 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 stockholder, 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; all other
questions shall be decided by majority vote except as may be otherwise provided
by the certificate of incorporation or by the General Corporation Law of the
State of Delaware.
SECTION 4. LIST OF STOCKHOLDERS. A complete list of the stockholders
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
stockholder, for any purpose germane to any meeting, during ordinary business
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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
stockholder who is present.
SECTION 5. QUORUM. Except as otherwise required by law, by the
certificate of incorporation or by these by-laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the corporation
entitled to vote shall constitute a quorum at all meetings of stockholders. In
case a quorum shall not be present at any meeting, a majority in interest of the
Stockholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote. shall be present or represented. At any such adjourned meeting at which
the requisite amount of stock entitled to vote shall be present or represented,
any business may be transacted which might have been transacted at the meeting
as originally noticed, but only those stockholders entitled to vote at the
meeting as originally noticed shall be entitled to vote at any adjournment or
adjournments thereof.
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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 sixty 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 stockholders entitled to vote thereat.
SECTION 7. STOCKHOLDER ACTION WITHOUT MEETING. Any action required
by the General Corporation Law of the State of Delaware to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting of stockholders, 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 outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporation action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
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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 stockholders 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
stockholders, 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 stockholders 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
stockholder, a citizen of the United States or a resident of the State of
Delaware.
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.
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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 displacement from 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 stockholders 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 stockholders, by a majority vote of the stockholders 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 certificate of
incorporation or by these by-laws conferred upon or reserved to the
stockholders.
SECTION 6. COMMITTEES. The board of directors may, by resolution or
resolutions adopted by a majority of the
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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 (with the exception of any authority
the delegation of which is prohibited by Section 141 of the General Corporation
Law of the State of Delaware), 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
stockholders 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.
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(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
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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.
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 thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board or committee.
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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 stockholders and shall hold office until their successors are elected and
qualified or until earlier resignation or removal. 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
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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 to time may be assigned to him by the board of directors and
as further provided in Section 4 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 stockholders 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
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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 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
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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 stockholders 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
stockholders, upon 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.
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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 treasure,
an assistant treasurer, the secretary or an assistant secretary, shall be issued
to each stockholder 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.
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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 stockholders entitled to notice of or to vote at any meeting of stockholders
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 sixty nor fewer than ten days before
the date of such meeting, nor more than sixty days before any other action. A
determination of stockholders
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of record entitled to notice of or to vote at a meeting of stockholders 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
INDEMNIFICATION
The corporation shall (a) indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or officer of
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the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, and (b) indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was a director or officer of the Corporation,
or served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding, in each case to the fullest extent
permissible under Section 145 of the General Corporation Law of the State of
Delaware or the indemnification provisions of any successor statute. The
foregoing right of indemnification shall in no way be exclusive of any other
rights of indemnification to which any such person may be entitled, under any
by-law, agreement, vote of stockholders or disinterested directors or
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otherwise, and shall inure to the benefit of the heirs, executors and
administrators of such a person.
ARTICLE VII
GENERAL
SECTION 1. SEAL. The seal of the Corporation shall be circular in
form and shall contain the name of the Corporation, the year of its organization
and the words "CORPORATE SEAL, DELAWARE". The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or otherwise reproduced.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the board of directors.
SECTION 3. CHECKS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall be determined from time to time by
resolution of the board of directors.
SECTION 4. NOTICE AND WAIVER OF NOTICE. 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 (a) orally or
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in any other manner to directors in sufficient time to permit their convenient
assembly and (b) in writing by cable, telex, facsimile transmission or mail to
stockholders. Depositing such notice in the United States mails, postage
prepaid, addressed to the person entitled thereto at his address as it appears
on the records of the Corporation, shall be deemed to give notice on the day of
such mailing. Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the certificate of
incorporation or these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance at a meeting
shall constitute a waiver of notice, except attendance for the purpose of
objecting to the convening of the meeting, when objection is expressed at the
beginning of the meeting.
ARTICLE VIII
AMENDMENTS
These by-laws may be altered or repealed and by-laws may be made at
any annual meeting of stockholders, 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
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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 special meeting.
Date: December 3, 1997
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