EXHIBIT 3.33
CERTIFICATE OF INCORPORATION
of
TSI DUPONT II, INC.
FIRST: The name of the corporation is TSI DUPONT II, INC. (the
"Corporation").
SECOND: The address of the Corporation's registered office in
the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of
Dover, County of Kent 19901. The name of its registered agent at such address is
The Prentice-Hall Corporation System, Inc.
THIRD: The nature of the business to be conducted and the
purposes to be promoted are to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is One Thousand (1,000) shares of
Common Stock, par value $1 per share.
FIFTH: The name and mailing address of the incorporator are as
follows:
Alfred S. Farha
Becker, Glynn, Melamed & Muffly
299 Park Avenue
New York, New York 10171
SIXTH: The Corporation shall, to the full extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify all persons whom it may indemnify pursuant thereto.
SEVENTH: The following provisions are for the management of
the business and for the conduct of the affairs of the Corporation and for the
further creation, definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
The number of directors of the Corporation shall be
fixed by, or in the manner provided in, the by-laws of the
Corporation. The election of the directors need not be by
written ballot unless the by-laws so provide.
The directors of the Corporation may from time to
time adopt, amend or repeal any of the by-laws of the
Corporation, including by-laws adopted by the stockholders,
but the stockholders may from time to time specify provisions
of the by-laws that may not be amended or repealed by the
directors.
The directors of the Corporation shall have the power
without the assent or vote of the stockholders to authorize
and to cause to be executed and delivered on behalf of the
Corporation mortgages and liens upon all or any part of the
property of the Corporation.
Meetings of stockholders may be held within or
without the State of Delaware, as the by-laws may provide.
In addition to the powers and authorities
hereinbefore or by law expressly conferred upon them, the
directors of the Corporation are hereby empowered to exercise
all such powers and to do all such acts and things as may be
exercised or done by the Corporation, subject to the
provisions of the General Corporation Law of the State of
Delaware, of this Certificate of Incorporation. and to any
by-laws of the Corporation, provided, however, that no by-law
whether adopted by the stockholders or by the directors of the
Corporation shall invalidate any prior act of the directors
which would have been valid if such by-law had not been
adopted.
EIGHTH: A director of this Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability:
(i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders,
(ii) for acts or omissions not in good faith, or which
involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation
Law, or
(iv) for any transaction from which the director derived
an improper personal benefit.
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NINTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation in
the manner now or hereafter prescribed by law, and all rights and powers
conferred hereby on stockholders, directors and officers of the Corporation are
subject to this reservation.
IN WITNESS WHEREOF, the undersigned incorporator hereby
formally acknowledges that this is his act and deed and the facts stated herein
are true, and accordingly has set his hand this 29th day of September, 1994.
/s/ Alfred S. Farha
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Alfred S. Farha
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