EXHIBIT 3.83
RESTATED CERTIFICATE OF INCORPORATION
OF
TSI LONG BEACH, INC.
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
The undersigned, Mark Smith and Alexander A. Alimanestianu, being
respectively the Chief Executive Officer and the Executive Vice President of TSI
Long Beach, Inc., a corporation organized under the laws of the State of New
York (the "Corporation"), pursuant to Section 807 of the Business Corporation
Law of the State of New York do hereby certify that:
1. The name of the Corporation is TSI Long Beach, Inc.
The Corporation was formed under the name Hollywood Health Spa, Inc.
2. The Certificate of Incorporation of the Corporation
was filed by the Department of State on March 22, 1985.
3. The Certificate of Incorporation as now in full force
and effect is hereby amended to effect the following changes and additions:
(a) To enlarge the business and purposes of the
Corporation.
(b) To change the location of the office of the
Corporation to the County of New York.
(c) To change the aggregate number of authorized
shares of stock from 200, no par value, to 200,000,
par value $0.10 per share.
(d) To change the address to which the Secretary
of State shall mail a copy of any process against the
Corporation served upon him.
(e) To add provisions relating to
indemnification and liability of directors and
indemnification of others by the Corporation.
(f) To add a provision relating to control over
the corporate by-laws by the shareholders and
directors of the Corporation.
4. Upon the filing of this Restated Certificate of
Incorporation, all of the One Hundred (100) currently issued and outstanding
shares, no par value, shall be changed into One Hundred (100) new shares of
common stock, par value $0.10 per share at the rate of one for one, and all of
the One Hundred (100) unissued shares, no par value, shall be eliminated, and
One Hundred Ninety-Nine Thousand Nine Hundred (199,900) new shares of common
stock, par value $.10 per share, shall be authorized.
5. As a consequence of the foregoing change of issued
shares, the stated capital of the corporation is hereby reduced from the amount
equal to the entire consideration received by the Corporation upon the original
issue thereof to Ten Dollars ($10).
6. The amendment and restatement of the Certificate of
Incorporation of the Corporation were authorized by the written consent of the
sole Director of the Corporation, pursuant to Sections 708 and 803 of the
Business Corporation Law of the State of New York, to the adoption of a
resolution authorizing the same, followed by the written consent thereto signed
by the holder of all outstanding shares of the Corporation entitled to vote
thereon, pursuant to Sections 615 and 803 of the Business Corporation Law of the
State of New York.
7. The Certificate of Incorporation of the Corporation
as so changed and amended is hereby restated in full as follows:
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FIRST: The name of the Corporation is TSI Long Beach, Inc.
SECOND: The nature of the business to be conducted and the purposes
for which the corporation is formed are 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; provided, however, that 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 Long Beach, Inc.
c/o Becker, Glynn, Melamed & Muffly LLP
299 Park Avenue
New York, New York 10171
Attn: Richard N. Chassin, Esq.
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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 of
the State of New York.
SEVENTH: A director of the corporation shall not be liable to the
corporation, or to any of its shareholders, for damages for any breach of duty
in such capacity arising from an act or omission, unless such act or omission
(i) was in bad faith, (ii) involved intentional misconduct or a knowing
violation of law, (iii) resulted in a financial profit or other advantage to
which such director was not legally entitled and which he personally gained in
fact, or (iv) violated Section 719 of the Business Corporation Law of the State
of New York.
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 have executed this Certificate this
19th day of November, 2001 and affirm the statements contained herein as true
under the penalties of perjury.
/s/ Mark Smith
_______________________________
Mark Smith
Chief Executive Officer
/s/ Alexander A. Alimanestianu
_______________________________
Alexander A. Alimanestianu
Executive Vice President
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