EXHIBIT 3.39
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TSI EAST 33, INC.
Under Section 805 of the Business Corporation Law
The undersigned, Mark Smith and Alexander A. Alimanestianu,
being respectively the Chairman and Chief Executive Officer and the Executive
Vice President and Secretary of TSI East 33, 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 East 33, Inc. The
corporation was originally incorporated as TSI Old Slip, Inc.
2. The Certificate of Incorporation of the Corporation
was filed by the Department of State on September 26, 1988.
3. The amendment to the Certificate of Incorporation
effected by this Certificate is to change the name of the Corporation. Article
FIRST of the Certificate of Incorporation of the Corporation as now in full
force and effect is hereby
amended in its entirety to read as follows:
FIRST: The name of the Corporation is TSI EAST 36, INC.
4. The foregoing amendment of the Certificate of
Incorporation of the Corporation was authorized by the consent in writing of all
members of the Board of Directors of the Corporation 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, 708 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 April, 1997 and affirm the statements
contained herein as true under the penalties of perjury.
/s/ Mark Smith
------------------------------
Mark Smith
Chairman and Chief Executive
Officer
/s/ A. Alimanestianu
--------------------------------
Alexander A. Alimanestianu
Executive Vice President and
Secretary
EXHIBIT 3.39pt2
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TSI OLD SLIP, INC.
Under Section 805 of the Business Corporation Law
The undersigned, Mark Smith and Alexander A. Alimanestianu,
being respectively the Chairman and Chief Executive Officer and the Executive
Vice President and Secretary of TSI Old Slip, 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 Old Slip, Inc.
2. The Certificate of Incorporation of the Corporation
was filed by the Department of State on September 26, 1988.
3. The amendment to the Certificate of Incorporation
effected by this Certificate is to change the name of the Corporation. Article
FIRST of the Certificate of Incorporation of the Corporation as now in full
force and effect is hereby amended in its entirety to read as follows:
FIRST: The name of the Corporation is TSI EAST 33, INC.
4. The foregoing amendment of the Certificate of
Incorporation of the Corporation was authorized by the consent in writing of all
members of the Board of Directors of the Corporation 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, 708 and 803 of the Business Corporation Law
of the State of New York.
IN WITNESS WHEREOF, the undersigned have executed this
Certificate this 20th day of February, 1997 and affirm the statements
contained herein as true under the penalties of perjury.
/s/ Mark Smith
-------------------------------
Mark Smith
Chairman and Chief Executive
Officer
/s/ A. Alimanestianu
-------------------------------
Alexander A. Alimanestianu
Executive Vice President and
Secretary
EXHIBIT 3.39_pt3
CERTIFICATE OF INCORPORATION
OF
TSI OLD SLIP, 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 Old Slip, 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, along and in association with others, to the same extent as natural
persons might or could do in any part of the world, namely:
(a) To 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, 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, 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 Old Slip, Inc.
c/o Fox & Horan
One Broadway
New York, New York 10004
Attention: Michael F. Johnston, Esq.
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
of the State of New York.
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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
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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.
IN WITNESS WHEREOF, the undersigned has executed and
acknowledged this Certificate of Incorporation this 21st day of September, 1988.
/s/ Sukhwant K. Singh
---------------------------------------
Sukhwant K. Singh
One Broadway
New York, New York 10004
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 21st day of September, 1988, before me personally came
Sukhwant K. Singh, 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 she executed the same.
/s/ Nancy L. Muirhead
---------------------------------------
Notary Public
Nancy L. Muirhead
Notary Public, State of New York
No. 31-4883106
Qualified in New York County
Commission Expires December 29, 1988
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