EXHIBIT 3.41
CERTIFICATE OF INCORPORATION
OF
TSI EAST 51, 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 East 51, Inc.
SECOND: The nature of the business to be conducted and the purposes for
which the corporation is formed are to engage in any lawful act or activity for
which corporations may be organized under the Business Corporation Law of the
State of New York; provided, however, that 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 of stock 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 East 51, Inc.
c/o Becker, Glynn, Melamed & Muffly LLP
299 Park Avenue
New York, New York 10171
Attn: Richard N. Chassin, 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.
SEVENTH: A director of the corporation shall not be liable to the
corporation, or to any of its shareholders, for damages for any breach of duty
in such capacity arising from an act or omission, unless such act or omission
(i) was in bad faith, (ii) involved intentional misconduct or a knowing
violation of law, (iii) resulted in a financial profit or other advantage to
which such director was not legally entitled and which he personally gained in
fact, or (iv) violated Section 719 of the Business Corporation Law of the State
of New York.
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.
2
IN WITNESS WHEREOF, the undersigned has executed and acknowledged this
Certificate of Incorporation this 11th day of January, 1996.
/s/ Carin V. Khatchikian
---------------------------------------
Carin V. Khatchikian
Becker, Glynn, Melamed & Muffly LLP
299 Park Avenue
New York, New York 10171
COUNTY OF NEW YORK )
: ss.:
STATE OF NEW YORK )
On this 11th day of January, 1996 before me personally came Carin V.
Khatchikian, to me known to be the person described in and who executed the
foregoing Certificate of Incorporation, and acknowledged to me that he executed
the same.
/s/ Debra Mighty
---------------------------------------
Notary Public
3