EXHIBIT 3.71
CERTIFICATE OF INCORPORATION
of
TSI BALTIMORE, INC.
FIRST: The name of the corporation (the "Corporation") is TSI
Baltimore, Inc.
SECOND: The address of the Corporation's registered office in
the State of Delaware is 229 South State Street in the City of Dover, in the
County of Kent. The name of its registered agent at such address is United
States Corporation Company.
THIRD: The nature of the business or purposes to be conducted
or promoted is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
Without limiting in any manner the scope and generality of the
foregoing, it is hereby provided that the Corporation shall have the following
purposes, objects and powers:
To construct, erect, build, purchase, sell, rent, hire, lease or
otherwise acquire or dispose of racquets, squash racquets, racquetball, squash
tennis, 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;
To acquire by purchase, subscription or otherwise, and to hold for
investment or otherwise and to use, sell, assign, transfer, mortgage, pledge or
otherwise deal with or dispose of stock, bonds or any other obligations or
securities of any corporation or corporations; to merge or consolidate with any
corporation in such manner as may be permitted by law; to aid in any manner any
corporation the stock, bonds or other obligations of which are held or in any
manner guaranteed by the Corporation, or in which the Corporation is in any way
interested; and to do any other acts or things for the preservation, protection,
improvement or enhancement of the value of any such stock, bonds or other
obligations; and while owner of any such stock, bonds or other obligations to
exercise all the rights, powers and privileges of ownership thereof, and to
exercise any and all voting powers thereon; and to guarantee the payment of
dividends upon any
stock, the principal or interest or both of any bonds or other obligations, and
the performance of any contracts.
To borrow money, and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness of all kinds, whether secured by
mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge or otherwise; and generally to make and perform
agreements and contracts of every kind and description, including contracts of
guaranty and suretyship.
To lend money for its corporate purposes, invest and reinvest its
funds, and take, hold and deal with real and personal property as security for
the payment of funds so loaned or invested.
To the same extent as natural persons might or could do, to purchase or
otherwise acquire, and to hold, own, maintain, work, develop, sell, lease,
exchange, hire, convey, mortgage or otherwise dispose of and deal in lands and
leaseholds, and any interest, estate and rights in real property, and any
personal or mixed property, and any franchises, rights, licenses or privileges
necessary, convenient or appropriate for any of the purposes herein expressed.
To purchase, manufacture, produce, assemble, receive, lease or in any
way acquire, hold, own, use, operate, install, maintain, service, repair,
process, alter, improve, import, export, sell, lease, assign, transfer and
generally to trade and deal in and with raw materials, natural or manufactured
articles or products, machinery, equipment, devices, systems, parts, supplies,
apparatus, goods, wares, merchandise and personal property of every kind, nature
or description, tangible or intangible, used or capable of being used for any
purpose whatsoever; and to engage and participate in any mercantile,
manufacturing or trading business of any kind or character.
To improve, manage, develop, sell, assign, lease, mortgage, pledge or
otherwise dispose of or turn to account or deal with all or any part of the
property of the Corporation and from time to time to vary any investment or
employment of capital of the Corporation.
To apply for, obtain, register, purchase, lease or otherwise to acquire
and to hold, own, use, develop, operate and introduce and to sell, assign, grant
licenses or territorial rights in respect of, or otherwise to turn to account or
dispose of, any copyrights, trademarks, trade names, brands, labels, patent
rights, letters patent of the United States or of any other country or
government, inventions, improvements and processes, whether used in connection
with or secured under letters patent or otherwise.
To participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or in any
transaction, undertaking or arrangement which the participating corporation
would have power to conduct by itself, whether or not such participation
involves sharing or delegation of control with or to others; and to be an
incorporator, promoter or manager of other corporations of any type or kind.
To pay pensions and establish and carry out pension, profit sharing,
stock option, stock purchase, stock bonus, retirement, benefit, incentive and
commission plans, trusts and provisions for any or all of its directors,
officers and employees, and for any or all of the directors, officers and
employees of its subsidiaries; and to provide insurance for its benefit on the
life of any of its
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directors, officers or employees, or on the life of any stockholder for the
purpose of acquiring at his death shares of its stock owned by such stockholder.
To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any of the objects or
the furtherance of any of the powers hereinbefore set forth, either alone or in
association with other corporations, firms or individuals, and to do every other
act or acts, thing or things incidental or appurtenant to or growing out of or
connected with the aforesaid business or powers or any part or parts thereof,
provided the same be not inconsistent with the laws under which the Corporation
is organized.
The business or purpose of the Corporation is from time to time to do
any one or more of the acts and things hereinabove set forth, and it shall have
power to conduct and carry on its said business, or any part thereof, and to
have one or more offices, and to exercise any or all of its corporate powers and
rights, in the State of Delaware, and in the various other states, territories,
possessions and dependencies of the United States, in the District of Columbia,
and in any and all foreign countries.
The enumeration herein of the objects and purposes of the Corporation
shall be construed as powers as well as objects and purposes and shall not be
deemed to exclude by inference any powers, objects or purposes which the
Corporation is empowered to exercise, whether expressly by force of the laws of
the State of Delaware now or hereafter in effect, or impliedly by the reasonable
construction of the said laws.
FOURTH: The total number of shares of stock which the
Corporation has authority to issue is One Thousand (1,000) shares of Common
Stock, par value $1.00 per share.
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FIFTH: The name and mailing address of the incorporator of the
Corporation are as follows:
Alexander A. Alimanestianu
Fox Glynn & Melamed
One Broadway
New York, New York 10004
SIXTH: The Corporation shall, to the full extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify all persons whom it may indemnify pursuant thereto.
SEVENTH: The following provisions are for the management of
the business and for the conduct of the affairs of the Corporation and for the
further creation, definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
The number of directors of the Corporation shall be fixed by,
or in the manner provided in, the by-laws of the Corporation. The
election of directors need not be by written ballot unless the by-laws
so provide.
The directors of the Corporation may 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.
The directors of the Corporation shall have the power without
the assent or vote of the stockholders to authorize and to cause to be
executed and delivered on behalf of the Corporation mortgages and liens
upon all or any part of the property of the Corporation.
In addition to the powers and authorities hereinbefore or by
law expressly conferred upon them, the directors of the Corporation are
hereby empowered to exercise all such powers and to do all such acts
and things as may be exercised or done by the Corporation, subject to
the provisions of the General Corporation Law of the State of Delaware,
of this Certificate of Incorporation, and to any by-laws of the
Corporation; provided, however, that no by-law whether adopted by the
stockholders or by the directors of the Corporation shall invalidate
any prior act of the directors which would have been valid if such
by-law had not been adopted.
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EIGHTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation in
the manner now or hereafter prescribed by law, and all rights and powers
conferred hereby on stockholders, directors and officers of the Corporation are
subject to this reservation.
IN WITNESS WHEREOF, the undersigned incorporator has set his
hand and seal this 18th day of September, 1986.
/s/ Alexander A. Alimanestianu [L.S.]
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Alexander A. Alimanestianu
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CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
TSI BALTIMORE, INC.
Pursuant to Section 242 of the Delaware General Corporation
Law, TSI BALTIMORE, INC., a corporation duly organized under the laws of the
State of Delaware (the "Corporation"), does hereby certify that:
FIRST: The sole director of the Corporation, by written
consent in accordance with section 141(f) of the Delaware General Corporation
Law, duly adopted resolutions in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware setting forth a proposed
amendment of the Certificate of Incorporation of the Corporation to change the
name of the Corporation to TSI Holdings (MD), Inc., declaring said amendment to
be advisable, and directing that the same be submitted to the sole stockholder
of the Corporation for approval by written consent.
SECOND: Thereafter, the amendment of the Certificate of
Incorporation of the Corporation herein certified was duly adopted by unanimous
written consent of the sole stockholder of the Corporation in accordance with
the provisions of Sections 242 and 228 of the General Corporation Law of the
State of Delaware.
THIRD: The first paragraph of the Certificate of Incorporation
of the Corporation is amended to read in its entirety as follows:
"FIRST: The name of the corporation (the "Corporation") is TSI
Holdings (MD), Inc."
IN WITNESS WHEREOF, the undersigned has executed this
certificate as of the 1st day of July, 1998.
TSI BALTIMORE, INC.
By: /s/ Alexander A. Alimanestianu
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Name: Alexander A. Alimanestianu
Title: Secretary