Exhibit 3.34
CERTIFICATE OF INCORPORATION
of
TSI EAST CAMBRIDGE, INC.
FIRST: The name of the corporation (the "Corporation") is TSI EAST
CAMBRIDGE, INC.
SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle
19801. The name of its registered agent at such address is The Corporation Trust
Company.
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 $1.00 per share.
FIFTH: The name and mailing address of the incorporator are as follows:
Jane F. Zaletofsky
Becker, Glynn, Melamed & Muffly LLP
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
- 1 -
Exhibit 3.34
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provisions of the by-laws that may not be amended or repealed by the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
- 2 -
Exhibit 3.34
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.
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.
- 3 -
IN WITNESS WHEREOF, the undersigned incorporator hereby formally
acknowledges under penalties of perjury that this is her act and deed and that
the facts stated herein are true, and accordingly has hereunto set her hand this
17th day of November, 2000.
/s/ Jane F. Zaletofsky
-------------------------------
Jane F. Zaletofsky
- 4 -