EXHIBIT 3.4
FEDERAL IDENTIFICATION
NO. 04-3455758
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Richard Pyle, Vice President, and Raymond Dewhirst, Clerk of
Andover Athletic Club, Inc., located at 307 Andover Street, Andover, MA 01810,
certify that these Articles of Amendment affecting articles numbered: I of the
Articles of Organization were duly adopted by written consent on Oct. 12, 2000,
by vote of: 1,000 shares of Common Stock of 1,000 shares outstanding, being all
of each type, class or series outstanding and entitled to vote thereon.
Voted: That the name of the Corporation be, and it hereby is, changed from
"Andover Athletic Club, Inc." to "TSI Andover, Inc."
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: Upon filing.
SIGNED UNDER THE PENALTIES OF PERJURY, this 25th day of October, 2000.
/s/ Richard Pyle , Vice President
- --------------------------------------------------------------
Richard Pyle
/s/ Raymond Dewhirst , Clerk
- --------------------------------------------------------------
Raymond Dewhirst
FEDERAL IDENTIFICATION
NO. Applied For 000649279
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Paul Couturier, President, and Peter B. Finn, Clerk of Manchester
Athletic Club, Inc., located at One Audubon Road, Wakefield, MA 01880, certify
that these Articles of Amendment affecting articles numbered: I of the Articles
of Organization were duly adopted at a meeting held on May 27, 1999, by vote of:
1,000 shares of Common Stock of 1,000 shares outstanding.
Voted: That the name of the Corporation be, and it hereby is, changed from
"Manchester Athletic Club, Inc." to "Andover Athletic Club, Inc."
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: Upon filing.
SIGNED UNDER THE PENALTIES OF PERJURY, this 27th day of May, 1999.
/s/ Paul Couturier , President
- --------------------------------------------------------------
Paul Couturier
/s/ Peter B. Finn , Clerk
- --------------------------------------------------------------
Peter B. Finn
The Commonwealth of Massachusetts
Office of the Massachusetts Secretary of State
William Francis Galvin, Secretary
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF ORGANIZATION
(Under G.I. Ch. 156B)
ARTICLE I
The name of the corporation is
Manchester Athletic Club, Inc.
ARTICLE II
The purpose of the corporation is to engage on the following business activities
(a) To engage in the general development, management, operation and
renovation of physical fitness centers and facilities, whether free
standing or otherwise; and to manage, develop and operate sports
fitness and rehabilitation programs, counseling, fitness and
recreational exercising; to operate related recreational activities
including the sale of food and beverages; to buy, sell, and generally
deal in recreational and health products and supplies.
(b) To carry on any business or other activity which may be lawfully
carried on by a corporation organized under the Business Corporation
Law (Ch. 156B) of the Commonwealth of Massachusetts, whether or not
related to those activities referred to in the foregoing paragraph.
ARTICLE III
The type and classes of stock and the total number of shares and par value, if
any, of each type and class of stock which the corporation authorized to issue
is as follows.
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
COMMON: 200,000 COMMON -- --
PREFERRED -- PREFERRED -- --
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 of
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 with 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 as follows:
Not applicable
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. If there are no provisions, state
"None"
See Pages 6A, 6B and 6C annexed hereto and made a part hereof
as if set out verbatim.
4
PAGE 6A
OTHER LAWFUL PROVISIONS
1. Meetings of the stockholders may be held within the Commonwealth and
elsewhere in the United States to the extent permitted by the By-Laws.
2. The corporation may be a partner in any business enterprise which the
corporation would have power to conduct by itself.
3. The corporation shall, to the extent legally permissible, indemnify
each of its present or former directors and officers and any person who
may be then serving or who may have previously served at its request as
a director or officer of any other organization in which it owns or
owned shares or of which it is or was a creditor and it may, to the
extent authorized by the directors, indemnify present or former
employees and other agents or any person who may be then serving or who
may have previously served at its request as an employee or agent or
any other organization in which it directly or indirectly owns or owned
shares or of which it is or was a creditor against all liabilities,
expenses and attorneys' fees including amounts incurred or paid by him
(a) in connection with the defense or disposition of any action, suit
or proceeding, civil or criminal, and any appeal therein, in which he
is made a party or involved by reason of being or having been such
director, officer, employee or other agent, (b) in connection with any
proceeding in advance of the final disposition of such action, suit or
proceeding, (c) in satisfaction of judgments or as fines and penalties,
or (d) in connection with any compromise or settlement first approved
by (i) a disinterested majority of the directors then in office, or
(ii) a majority of the disinterested directors then in office, provided
that there has been obtained an opinion in writing of independent legal
counsel to the effect that such director, officer, employee or other
agent appears to have acted in good faith in the reasonable belief that
his action was in the best interests of the corporation, or (iii) by
the holders of a majority of the outstanding stock at the time entitled
to vote for directors, voting as a single class, exclusive of any stock
owned by any interested director or officer, upon receipt of an
undertaking by the person indemnified to repay such amount if he shall
be adjudicated to be not entitled to indemnification. An "interested"
director is one against whom in such capacity the proceedings in
question or another proceeding on the same or similar grounds is then
pending.
5
PAGE 6B
Such indemnification may include payment by the corporation of expenses
incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon
receipt of an undertaking by the person indemnified to repay such
payment if he shall be adjudicated to be not entitled to
indemnification under this section.
Notwithstanding the foregoing, indemnification shall not be provided
for any person with respect to any matter as to which he shall have
been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interests of the
corporation.
Any right to indemnification arising hereunder shall inure to the
benefit of the heirs, executors or administrators of any such officer
or director, employee or other agent and shall be in addition to all
other rights to which such officer, director, employee or other agent
may be entitled as a matter of law.
The corporation may purchase and maintain insurance on behalf of any
such director, officer, employee or other agent above-mentioned against
any liability incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power
to indemnify him against such liability.
4. The Board of Directors of the corporation may make, amend, or repeal
the By-Laws of the corporation, in whole or in part, except with
respect to any provision thereof which by law, the Articles of
Organization, or the By-Laws, require action exclusively by the
stockholders entitled to vote thereon; but any By-Law adapted by the
Board of Directors may be amended or repealed by the stockholders.
5. The directors shall have the power to fix, from time to time, their own
compensation and the compensation of officers and employees of the
corporation.
6. No contract or other transaction between this corporation and any other
firm or corporation shall be affected or invalidated by reason of the
fact that any one or more of the directors or officers of this
corporation is or are interested in, or is a member, stockholder,
director, or officer, or are members, stockholders, directors, or
officers of such other firm or corporation, and any director or officer
or officers, individually or jointly, may be a party or parties to, or
may be interested in, any contract,
6
PAGE 6C
transaction of this corporation or in which this corporation is
interested, and no contract, act or transaction of this corporation
with any person or persons, firm, association or corporation, shall be
affected or invalidated by reason of the fact that any director or
directors or officer or officers of this corporation is a party or are
parties to, or interested in such contract, act or transaction, or in
any way connected with such person or persons, firm, association or
corporation, and each and every person who may become a director or
officer of this corporation is hereby relieved from any liability that
might otherwise exist from thus contracting with this corporation for
the benefit of himself or any firm, association or corporation which he
may be anyway interested.
7. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director notwithstanding any provision of laws imposing such liability;
provided, however. that this provision shall not affect the liability
of a director, to the extent that such liability is imposed by
applicable law, (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 61 or 62 or successor provisions
of the Massachusetts Business Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit. In addition, to the fullest extent that the Business
Corporation Law may hereafter be amended to enlarge upon the ability of
the Corporation to provide herein for the elimination or limitation of
the liability of directors, no director shall be personally liable to
the Corporation or its stockholders for breach of his fiduciary duty as
a director. No amendment to or repeal of this provision shall apply to
or have any effect upon the liability or alleged liability of any
director for or with respect to any acts or omissions of such director
occurring prior to the effective date of such amendment or repeal.
7
ARTICLE VIII(b)
Resident: Paul Couturier 24 Channing Road Same
Newton Centre, MA 02159
Treasurer: Steven R Levisohn 30 Evans Road Same
Brookline, MA 02146
Clerk: Peter B. Finn 117 Tudor Road Same
Needham, MA 02192
Directors: Steven R Levisohn 30 Evans Road Same
Brookline, MA 02146
Bruce E. Buckbee One Audubon Road Same
Wakefield. MA 01810
Paul Couturier 24 Channing Road Same
Newton Centre, MA 02159
Charles A. Austin, III One Financial Center Same
Boston, MA 02111
Peter B. Finn 117 Tudor Road Same
Needham, MA 02192
Leo Kahn 180 Kent Street Same
Waban, MA
Michael H. Kenyon 10 Jericho Lane Same
Wayland, MA 01778
Richard H. Sayre 63 Shore Road, Suite 35 Same
Winchester, MA 01880
Richard Ruback 32 Alberta Road Same
Brookline, MA 02467
8
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.
The information contained in ARTICLE VIII is NOT a PERMANENT part of the
Articles of Organization and may be changed ONLY by filing the appropriate form
provided therefor.
ARTICLE VIII
a. The post office address of the corporation IN MASSACHUSETTS is
One Audubon Road, Wakefield, MA 01880
b. The name, residence and post office address (if different) of the directors
and officers of the corporation are as follows
NAME RESIDENCE POST OFFICE ADDRESS
President
Treasurer
Clerk Please see attached Article VIII (b)
Directors
c. The fiscal 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
N/A
ARTICLE IX
By-laws of the corporation have been duly adopted and the 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 22nd day of February, 1999.
9
/s/ Peter B. Finn
- ------------------------------------
Peter B. Finn, Incorporator
50 Rowes Wharf
Boston, MA 02110
10