EXHIBIT 3.49
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TSI FIRST AVENUE, INC.
Under Section 805 of the Business Corporation Law
The undersigned, Marc Tascher and Michael F. Johnston, being
respectively the President and Secretary of TSI First Avenue, 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 First Avenue, Inc.
2. The Certificate of Incorporation of the Corporation was filed
by the Department of State on November 26, 1986.
3. The Certificate of Incorporation as now in full force and
effect is hereby amended to change the name of the Corporation to TSI Fifth
Avenue, Inc.
4. The text of Paragraph 1 of the Certificate of Incorporation of
the Corporation is amended to read in full as follows:
(1) The name of the Corporation is TSI Fifth Avenue, Inc.
5. The foregoing amendment of the Certificate of Incorporation of
the Corporation was authorized vote of the board of directors of the
Corporation, followed by the unanimous written consent dated as of June 4, 1987,
pursuant to Sections 615, 803 and 805 of the Business Corporation Law of the
State of New York, signed by the sole holder of all outstanding shares of the
Corporation entitled to vote thereon.
IN WITNESS WHEREOF, the undersigned have executed this Certificate this
5th day of June, 1987 and affirm the statements contained herein as true under
the penalties of perjury.
/s/ Marc Tascher
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Marc Tascher
President
/s/ Michael F. Johnston
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Michael F. Johnston
Secretary
CERTIFICATE OF INCORPORATION
of
TSI FIRST AVENUE, 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 First Avenue, 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, racquetball,
squash tennis and 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, racquetball, squash tennis and physical exercise and fitness
training; to give instructions to members of the public in racquets,
squash racquets, racquetball, 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, 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 First Avenue, Inc.
c/o Fox Glynn & Melamed
One Broadway
New York, New York 10004
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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 of the State
of New York.
SEVENTH: 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 25th day of November, 1986.
/s/ A. Alimanestianu
--------------------------------
Alexander A. Alimanestianu
One Broadway
New York, New York 10004
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 25th day of November, 1986, 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/ Richard N. Chassin
--------------------------------
Notary Public
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