EXHIBIT 3.45
CERTIFICATE OF INCORPORATION
OF
TSI EAST 91, 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 91, 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 91, 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
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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 2nd day of October, 1996.
/s/ Peter M. Hosinski
___________________________________
Peter M. Hosinski
Becker, Glynn, Melamed & Muffly LLP
299 Park Avenue
New York, New York 10171
COUNTY OF NEW YORK )
: ss.:
STATE OF NEW YORK )
On this 2nd day of October, 1996 before me personally
came PETER M. HOSINSKI, 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
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