EXHIBIT 3.97
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
TSI FRAMINGHAM, INC.
Pursuant to Section 242 of the Delaware General Corporation Law, TSI
FRAMINGHAM, 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
Delaware General Corporation Law setting forth a proposed amendment of the
Certificate of Incorporation of the Corporation to change the name of the
Corporation to TSI Natick, 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 Natick,
Inc."
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
the 29th day of June, 2000.
TSI FRAMINGHAM, INC.
By: /s/ A. Alimanestianu
--------------------------
Name: Alexander A. Alimanestianu
Title: Executive Vice President
and Secretary
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
TSI BOYLSTON, INC.
Pursuant to Section 241 of the Delaware General Corporation Law, TSI
BOYLSTON, INC., a corporation duly organized under the laws of the State of
Delaware (the "Corporation"), does hereby certify that:
FIRST: The Corporation has not received any payment for any of its
stock, and directors of the Corporation have been neither named nor elected.
SECOND: 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
Framingham, Inc."
THIRD: The amendment to the Certificate of Incorporation of the
Corporation set forth above was adopted by the sole incorporator of the
Corporation in accordance with Section 241 of the Delaware General Corporation
Law.
IN WITNESS WHEREOF, the undersigned has executed this certificate the
9th day of September, 1998.
TSI BOYLSTON, INC.
By: /s/ Jane F. Zaletofsky
----------------------
Name: Jane F. Zaletofsky
Title: Incorporator
CERTIFICATE OF INCORPORATION
of
TSI BOYLSTON, INC.
FIRST: The name of the corporation (the "Corporation") is TSI BOYLSTON,
INC.
SECOND: The address of the Corporation's registered office in the State
of Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle 19801. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The nature of the business to be conducted and the purposes to
be promoted are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is One Thousand (1,000) shares of Common Stock, par
value $1.00 per share.
FIFTH: The name and mailing address of the incorporator are as follows:
Jane F. Zaletofsky
Becker, Glynn, Melamed & Muffly LLP
299 Park Avenue
New York, New York 10171
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 the 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.
Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide.
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.
EIGHTH: A director of this Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability:
(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 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper
personal benefit.
NINTH: 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 hereby formally
acknowledges under penalties of perjury that this is her act and deed and that
the facts stated herein are true, and accordingly has hereunto set her hand this
23rd day of July, 1998.
/s/ Jane F. Zaletofsky
----------------------------
Jane F. Zaletofsky