EXHIBIT 3.81
FEDERAL IDENTIFICATION
NO. 04-2931936
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 The
Lexington Club, Inc., located at 475 Bedford Street, Lexington MA 02420, 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 "The
Lexington Club, Inc." to "TSI Lexington (MA), 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
The Commonwealth of Massachusetts
Office of the Massachusetts Secretary of State
Michael J. Connolly, Secretary
One Ashburton Place, Boston, Massachusetts 02108
FEDERAL IDENTIFICATION
NO 04-2931936
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth within
sixty days after the date of the vote of stockholders adopting the amendment.
The fee for filing this certificate is prescribed by General Laws, Chapter 156B,
Section 114. Make check payable to the Commonwealth of Massachusetts.
We, Bruce E. Buckbee, President and Peter B. Finn, Clerk of The Lexington Club,
Inc. located at One Devonshire Place, Boston, MA do hereby certify that the
following amendment to the articles of organization of the corporation was duly
adopted at a unanimous consent meeting dated December 28, 1990, by vote of 1,000
shares of Common out of 1,000 shares outstanding, being all of each class
outstanding and entitled to vote thereon.
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
- ---------------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
COMMON 15,000 -0- -0-
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
PREFERRED -0- -0- -0-
- ---------------------------------------------------------------------------
CHANGE the total to:
- ---------------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
COMMON 15,000 -0- -0-
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
PREFERRED -0- 4,960 $ 100.000
- ---------------------------------------------------------------------------
Exhibit A
THE LEXINGTON CLUB, INC.
Amendments to Articles of Organization
The Articles of Organization of the Corporation, as filed with the
Massachusetts Secretary of State on September 25, 1986, are hereby amended as
follows:
I. Article 4 is amended by deleting Article 4 in its entirety and
by substituting in its place and stead the following:
The Corporation is authorized to issue 15,000 shares of Common
Stock, without a par value, and 4,960 shares of Cumulative Preferred
Stock, having a par value of One Hundred Dollars ($100.00) per share
(the "preferred stock").
II. Article 5 is amended by deleting Article 5 in its entirety and
by substituting in its place and stead the following:
Cumulative Preferred Stock
The holders of the preferred stock shall be entitled to
receive, when and as declared by the Board of Directors, from funds
legally available therefor, a cumulative annual dividend equal to
either (i) ten percent (10%) of the par value of each share of
preferred stock (the "ordinary dividend rate") or (ii) under the
circumstances specified below, the special dividend rate as defined
herein, payable annually on the last business day of each fiscal year
of the Corporation, before any dividend or other distribution shall be
declared, set apart or paid on the common stock. Such dividends shall
accrue on each share of preferred stock from the date of its original
issue, on a pro rata basis from day to day during each year, regardless
of whether earned or declared by the Board of Directors. Should the
legally available funds be insufficient at any time to pay cumulative
dividends on the preferred stock in whole or in part, such deficiency
shall be fully paid and set apart for payment from future accumulated
surplus or net profits until the full amount of all cumulative
dividends upon the preferred stock shall have been paid or set apart
for payment before any dividends shall be paid or set apart for payment
on the Corporation's common stock. If dividends accrue during a year in
which the special dividend rate applies, such dividends shall be
payable at such rate regardless of the dividend rate applicable at the
date of payment.
Special Dividend Rate
In lieu of the ordinary dividend rate on the preferred stock,
the special dividend rate (as defined below) shall apply with respect
to any calendar year on the first business day of which the aggregate
par value of all outstanding preferred stock shall exceed the
respective values stated below in the years indicated:
Aggregate Par Value of
Year Outstanding Preferred Stock
- ---- ---------------------------
1997 $400,000
1998 300,000
1999 200,000
2000 100,000
2001 and thereafter -0-
The "special dividend rate" shall be a percentage of the par value of
each share of preferred stock equal to the sum of (x) the "Base Rate",
"Prime Rate" or other equivalent rate of interest on commercial loans
in effect on the first business day of the calendar year in question,
as established by The First National Bank of Boston (or its successor,
including any bank into which it merges or to which it sells
substantially all its assets), plus (y) nine percent (9%) per annum.
Call Feature
The preferred stock may be redeemed in whole or in part at any
time and from time to time at the option of the Board of Directors upon
not less than 60 days' prior written notice to the holders of record of
the preferred stock, given in such manner and upon such terms and
conditions as may be prescribed in the Corporation's by-laws or by a
resolution duly adopted by the Board of Directors, by payment in cash
for each share of preferred stock being thereby redeemed equal to $100
per share (such amount to be adjusted appropriately in the event of any
stock split, stock combination, or other similar recapitalization
affecting the preferred stock), in addition to the payment at the time
of such redemption of all unpaid cumulative dividends accrued on such
shares to the date of redemption, whether or not earned or declared.
Voting of Stock
The holders of the common stock shall have and exercise all of
the voting power of the Corporation for the election of directors and
for all other purposes; provided, however, that so long as any shares
of preferred stock are outstanding, the Corporation shall not, without
the prior written consent or the affirmative vote at a meeting called
for that purpose of the holders of at least two-thirds of the total
number of shares of preferred stock then outstanding, in any manner,
whether by amendment to these Articles of Organization or the By-Laws
of the Corporation or otherwise:
(1) Alter or abolish any preferential right, or create, alter
or abolish any right in respect of redemption of the preferred stock,
change the par value of or dividend rate on the preferred stock, or
exclude or limit the right of the preferred stock to vote on a matter
except as such right may be limited by voting rights given to new
shares authorized of an existing or new class;
(2) Authorize, or increase the authorized amount of, any class
or series of stock ranking prior to the preferred stock in the payment
of dividends or the preferential distribution of assets; or
(3) Consolidate or merge with, or sell all or substantially
all of the assets of the Corporation to, any person or entity.
The holders of the preferred stock shall have no voting power except as
provided herein or as required under the Massachusetts Business
Corporation Law.
Liquidation Distributions
In the event of dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the
preferred stock shall be entitled to receive out of the net assets of
the Corporation the sum of $100.00 per share (such amount to be
adjusted appropriately in the event of any stock split, stock
combination, or other similar recapitalization affecting the preferred
stock), plus an amount equal to all accrued and unpaid cumulative
dividends on such shares, whether or not earned or declared, before any
distribution or payment may be made to, or set aside for, the holders
of the common stock. If upon the occurrence of any such liquidation,
dissolution or winding up, the assets and funds to be thus distributed
among the holders of the preferred stock shall be insufficient to
permit the payment to such holders of the full aforesaid preferential
amount, then each issued and outstanding share of preferred stock shall
entitle the holder thereof to a proportion of the assets and funds to
be distributed on a pro rata basis, and the holders of the common stock
shall in no event be entitled to participate in any such distribution
in respect of their shares. The holders of the preferred stock shall
not be entitled, in such capacity, to any additional participation in
the distribution of the net assets of the Corporation beyond the
participation described in the foregoing sentence.
Other Rights
Except as otherwise provided in these Articles of
Organization, each share of preferred stock and common stock shall be
identical in all respects, shall have the same powers, preferences and
rights, without preference of any such class, series or share over any
other such class, series or share, and shall be treated as a single
class of stock for all purposes.
See test of Amendment attached hereto as Exhibit "A".
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws 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.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 28th day of December, in the year 1990.
/s/ Bruce E. Buckbee , President
- --------------------------------------------------------------
Bruce E. Buckbee
/s/ Peter B. Finn , Clerk
- --------------------------------------------------------------
Peter B. Finn
The Commonwealth of Massachusetts
Office of the Massachusetts Secretary of State
Michael Joseph Connolly, Secretary
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF ORGANIZATION
(Under G.I. Ch. 156B)
Incorporators
NAME POST OFFICE ADDRESS
Peter B. Finn 117 Tudor Rd., Needham, MA 02192
The above-named incorporator does hereby with the intention of forming
a corporation under the provisions of General Laws, Chapter 156B and hereby
state(s):
1. The name by which the corporation shall be known is:
The Lexington Club, Inc.
2. The purpose for which the corporation is formed is as follows:
(a) To engage in the general development, management and operation of
physical fitness centers, including but not limited to The Lexington
Club, #75 Bedford Rd., Lexington, MA 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. 1568) of the Commonwealth of Massachusetts, whether or not
related to those referred to in the foregoing paragraph.
3. The total number of shares and the par value, if any, of each
class of stock within the corporation is authorized as follows:
- -------------------------------------------------------------------------------------
WITHOUT PAR VALUE WITH PAR VALUE
------------------------------------------------------------------
NUMBER OF
CLASS OF STOCK NUMBER OF SHARES SHARES PAR VALUE AMOUNT
- -------------------------------------------------------------------------------------
Preferred -- -- -- $ --
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Common 15,000 -- -- --
- -------------------------------------------------------------------------------------
4. If more than one class is authorized, a description of each of
the different classes of stock with, if any, the preferences voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.
Not applicable
5. 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
6. 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 mae a part hereof
as if set out verbatim.
PAGE 6A
OTHER LAWFUL PROVISIONS
(a) The directors may make, amend or repeal the by-laws in whole or in
part, except with respect to any provision thereof which by law or the by-laws
requires action by the stockholders.
(b) Meetings of the stockholders may be held anywhere in the United States.
(c) The corporation may be a partner in any business enterprise it would
have power to conduct by itself.
(d) The directors shall have the power to fix, from time to time, their
compensation. No personal shall be disqualified from holding any office by
reason of any interest. In the absence of fraud, any director, officer or
stockholder of this corporation individually, or any individual having any
interest in any concern which is a stockholder of this corporation, or any
concern in which any such directors, officers, stockholders or individuals have
nay interest, may be a party to, may be pecuniarily or otherwise interested in,
any contract, transaction or other act of this corporation, and
(1) such contract, transaction or act shall not be in any way
invalidated or otherwise affected by that fact;
(2) no such director, officer, stockholder or individual shall be
liable to account to this corporation for any profit or
benefit realized through any such contract, transaction or
act; and
(3) any such director of this corporation may be counted in
determining the existence of a quorum at any meeting of the
directors or of any committee thereof which shall authorize
any such contract, transaction or act, and may vote to
authorize the same;
the term "interest" including personal interest and interest as a director,
officer, stockholder, shareholder, trustee, member of beneficiary of any
concern; and
the term "concern" meaning any corporation, association, trust, partnership,
firm, person or other entity other than this corporation.
9(b) Continued
NAME RESIDENCE POST OFFICE ADDRESS
---- --------- -------------------
Peter B. Finn 117 Tudor Road 117 Tudor Road
Needham, MA 02192 Needham, MA 02192
Leo Kahn 180 Kent Street 180 Kent Street
Waban, MA Waban, MA
Michael H. Kenyon 10 Jericho Lane 10 Jericho Lane
Wayland, MA 01778 Wayland, MA 01778
Chairman of
the Board:
Steven R. Levinsohn 30 Evans Rd. 30 Evans Rd.
Brooklnine, MA 02146 Brooklnine, MA 02146
7. By-laws of the corporation have been duly adopted and the initial
directors, president, treasurer and clerk, whose names are set out
below, have been duly elected.
8. The effective date of organization of the corporation shall be the date
of filing with the Secretary of the Commonwealth or if saver date is
desired, specify date. (not more than 30 days after the date of filing)
9. The following information shall not for any purpose be treated as a
permanent part of the Articles of Organization of the corporation.
a. The post office address of the initial principal office of the
corporation of Massachusetts is:
One Devonshire Place, Boston, MA 02109
Penthouse No. 4
b. The name, residence and post office address of each of the
initial directors and following officers of the corporation
are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
President: Bruce E. Buckbee 5 Mt. Pleasant St. 5 Mt. Pleasant St.
Plymouth, MA 02360 Plymouth, MA 02360
Treasurer: Steven R Levisohn 30 Evans Road 30 Evans Road
Brookline, MA 02146 Brookline, MA 02146
Clerk: Peter B. Finn 117 Tudor Road 117 Tudor Road
Needham, MA 02192 Needham, MA 02192
Directors: Steven R Levisohn 30 Evans Road 30 Evans Road
Brookline, MA 02146 Brookline, MA 02146
Bruce E. Buckbee 5 Mt. Pleasant St. 5 Mt. Pleasant St.
Plymouth, MA 02360 Plymouth, MA 02360
Charles A. Austin, III 225 Franklin St. 225 Franklin St.
Boston, MA 02110 Boston, MA 02110
c. The date initially adopted on which the corporation's fiscal
year ends is:
December 31st
d. The date initially fixed in the by-laws for the annual meeting
of stockholders of the corporation is:
3rd Wednesday in May
e. The name and business address of the resident agent, if any,
of the corporation is:
Not Applicable
IN WITNESS WHEREOF and under the penalties of perjury, the INCORPORATOR(S)
sign(s) these Articles of Organization this 24th day of September, 1986.
/s/ Peter B. Finn
---------------------------------
Peter B. Finn, Incorporator