EXHIBIT 3.64
CERTIFICATE OF INCORPORATION
OF
TSI HERALD, 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 Herald, Inc.
SECOND: The purpose of Corporation is 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. 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 Herald, Inc.
c/o Town Sports International, Inc.
888 Seventh Avenue
Suite 1801
New York, New York 10106
Attn: Alexander A. Alimanestianu
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.
SEVENTH: The personal liability of any and all of the
directors of the Corporation to the Corporation or to its shareholders for
damages with respect to any breach of duty as a director shall be eliminated or
limited to the fullest extent permitted under the Business Corporation Law,
provided that the personal liability of any director shall not be eliminated or
limited if a judgment or other final adjudication adverse to him establishes
that his acts or omissions were in bad faith or involved intentional misconduct
or a knowing violation of law or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled or that his acts
violated Section 719 of the Business Corporation Law.
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.
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IN WITNESS WHEREOF, the undersigned has executed and
acknowledged this Certificate of Incorporation this 23rd day of July, 1992.
/s/ Richard Pyle
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Richard Pyle
888 Seventh Avenue
New York, New York 10106
COUNTY OF NEW YORK )
: ss.:
STATE OF NEW YORK )
On this 23rd day of July, 1992 before me personally came
Richard Pyle, 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/ Alexander A. Alimanestianu
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Notary Public
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