EXHIBIT 3.53
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(General Laws, 156B)
ARTICLE I
The exact name of the corporation is:
TSI Framingham, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities: To operate a health club and to provide health club services, and in
general to carry on any business which may be lawfully carried on by a
corporation organized under G.L. c. 156B, as amended.
ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.
WITHOUT PAR VALUE STOCKS
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TYPE NUMBER OF SHARES
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Common:
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Preferred:
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WITH PAR VALUE STOCKS
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TYPE: NUMBER OF SHARES PAR VALUE
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Common: 1,000 $1.00
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Preferred:
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ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
Not applicable
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None.
ARTICLE VI
Other lawful provisions, if any, for the conduct and regulation of business and
affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders.
See Continuation Sheet 6
Continuation Sheet 6
1. Meetings of the stockholders may be held within or without the
Commonwealth of Massachusetts, as the by-Laws may provide.
2. The directors of the Corporation from time to time adopt,
amend or repeal any of the by-laws of the Corporation, including by-laws adopted
by the stockholders, but the stockholders may from time to time specify
provisions of the by-laws that may not be amended or repealed by the directors.
3. 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 G.L. c. 156B.
4. A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as director notwithstanding any provisions of law imposing such
liability; provided, that this provision shall not eliminate or limit the
liability of a director:
a. for any breach of the director's duty of loyalty to the Corporation
or its stockholders;
b. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
c. under G.L. c. l56B, Section 61 (unauthorized distributions) and
Section 62 (loans to insiders); and
d. for any transaction from which the director derived an improper
personal benefit.
ARTICLE VII
The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.
ARTICLE VIII
The information contained in ARTICLE VIII is NOT a PERMANENT part of the
Articles of Organization.
a. The street office address (post office boxes are not acceptable) of the
principal office of the corporation IN MASSACHUSETTS is
1657 Worcester Rd. Framingham, MA 01701
b. The name, residential address and post office address of each director and
officer of the corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: Robert Giardina 1657 Woodland Ave., c/o Town Sports
Edison NJ 08820 International, Inc.
888 Seventh Ave.,
New York, NY 10016
Treasurer: Richard Pyle 39 Park Ave., - Same -
Bronxville, NY 10708
Clerk: Alexander A. 210 W. 78th Street, - Same -
Alimanestianu New York, NY 10024
Directors: Mark Smith 301 W. 57th Street, - Same -
New York, NY 10019
Vice President: Dan Gallagher 2 Knights Court, - Same -
Upper Saddle River, NJ 07458
c. The fiscal year (i.e., tax year) of the corporation shall end on the last day
of the month of:
December
d. The name and business address of the resident agent of the corporation, if
any, is
CT Corporation System, 101 Federal Street, Boston, MA 02110
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, vice
president, treasurer, clerk and directors whose names are set forth above, have
been duly elected.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we whose
signature(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) are clearly typed or printed beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 18th day of November, 2000.
/s/ Curt D. Buyum, Esq.
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Curt D. Buyum, Esq., Becker, Glynn, Melamed & Muffly LLP, 299 Park Avenue,
New York, NY 10171