EXHIBIT 3.40
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TSI 4 PARK, 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 4 Park, 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 4 Park, Inc. The
corporation was originally incorporated as TSI Roosevelt, Inc.
2. The Certificate of Incorporation of the Corporation
was filed by the Department of State on April 29, 1991.
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 41, 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 3.40pt2
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TSI ROOSEVELT, 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 Roosevelt, 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 Roosevelt, Inc.
2. The Certificate of Incorporation of the Corporation
was filed by the Department of State on April 29, 1991.
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 4 PARK, 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 3.40_pt3
CERTIFICATE OF INCORPORATION
OF
TSI ROOSEVELT, 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 Roosevelt, Inc.
SECOND: The purpose of the Corporation is to engage in any
lawful act or activity for which corporation may be organized under the Business
Corporation Law of the State of New York. The Corporation is not formed to
engage in any act or activity requiring the consent or approval of any state
official, department, board, agency, or other body without such consent or
approval first being obtained.
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 Roosevelt, Inc.
c/o Town Sports International, Inc.
888 Seventh Avenue
Suite 1801
New York, New York 10106
Attn: Alexander A. Alimanestianu
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 any and all of the
directors of the Corporation to the Corporation or to its shareholders for
damages with respect to any breach of duty as a director shall be eliminated or
limited to the fullest extent permitted under the Business Corporation Law,
provided that the personal liability of any director shall not be eliminated or
limited if a judgment or other final adjudication adverse to him establishes
that his acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled or that his acts violated
Section 719 of 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.
IN WITNESS WHEREOF, the undersigned has executed and
acknowledged this Certificate of Incorporation this 24th day of April, 1991.
/s/ Richard Pyle
---------------------------------------
Richard Pyle, Incorporator
888 Seventh Avenue
New York, New York 10106
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
On this 24th day of April, 1991, before me personally came
Richard Pyle, 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/ Alexander A. Alimanestianu
---------------------------------------
Notary Public
Alexander A. Alimanestianu
Notary Public, State of New York
No. 31-4852136
Qualified in New York County
Commission Expires Jan. 6, 1992
2