EXHIBIT 3.37
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TSI LEXINGTON, INC.
Under Section 805 of the Business Corporation Law
The undersigned, Mark Smith and Alexander A. Alimanestianu, being
respectively the Chief Executive Officer and the Executive Vice President of TSI
Lexington, Inc., 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 TSI Lexington, Inc.
2. The Certificate of Incorporation of the Corporation was filed
by the Department of State on March 16, 1988.
3. The amendment to the Certificate of Incorporation effected by
this Certificate is to change the name of the Corporation. Article 1 of the
Certificate of Incorporation of the Corporation, relating to the corporate name,
as now in full
force and effect is hereby amended in its entirety to read as follows:
"1: The name of the Corporation is TSI EAST 31, INC."
4. The foregoing amendment of the Certificate of Incorporation of
the Corporation was authorized by the unanimous consent of all members of the
Board of Directors of the Corporation, pursuant to Sections 708 and 803 of the
Business Corporation Law of the State of New York, to the adoption of a
resolution authorizing the same, followed by the written consent thereto signed
by the holders of all outstanding shares of the Corporation entitled to vote
thereon, pursuant to Sections 615 and 803 of the Business Corporation Law of the
State of New York.
IN WITNESS WHEREOF, the undersigned have executed this Certificate this
28th day of August, 2000 and affirm the statements contained herein as true
under the penalties of perjury.
/s/ Mark Smith
----------------------------
Mark Smith
Chief Executive Officer
/s/ A. Alimanestianu
----------------------------
Alexander A. Alimanestianu
Executive Vice President
CERTIFICATE OF INCORPORATION
OF
TSI LEXINGTON, INC.
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 TSI LEXINGTON, Inc.
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) The construct, erect, build, purchase, sell, rent, hire, lease
or otherwise acquire or dispose of racquets, squash racquets, racquet
ball, squash tennis, 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 provide services to members of the public relating to
racquets, squash racquets, racquet ball, 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,
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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 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:
TSI LEXINGTON, INC.
c/o Fox & Horan
One Broadway
New York, New York 10004
Attention: Michael F. Johnston, Esq.
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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.
SEVENTH: The personal liability of each director to the Corporation or
its shareholders for damages with respect to any breach of such director's duty
as a director shall be eliminated to the fullest extent permitted under the
Business Corporation Law.
EIGHTH: 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 14th day of March, 1988.
/s/ A. Alimanestianu
------------------------------------
Alexander A. Alimanestianu
One Broadway
New York, New York 10004
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 14th day of March, 1988, before me personally came Alexander A.
Alimanestianu, 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
------------------------------------
Notary Public
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