10-Q

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

S	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly period ended March 31, 2009
	OR

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-9032

SONESTA INTERNATIONAL HOTELS CORPORATION

(Exact name of registrant as specified in its charter)

NEW YORK	13-5648107
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

116 Huntington Avenue, Boston, MA 02116

(Address of principal executive offices) (Zip Code)

617-421-5400

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes S No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,  a non-accelerated filer, or a smaller reporting company (as defined in Exchange Act Rule 12b-2);

Large Accelerated Filer   Accelerated Filer   Non-Accelerated Filer 

Smaller Reporting Company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  No S

APPLICABLE ONLY TO CORPORATE ISSUERS:

Number of Shares of Common Stock Outstanding

As of May 8, 2009 -- $.80 par value,

Class A – 3,698,230

INDEX

SONESTA INTERNATIONAL HOTELS CORPORATION

Part I.  Financial Information		Page
Item 1.	Financial Statements (unaudited)
	Condensed consolidated balance sheets — March 31, 2009 (unaudited) and December 31, 2008	1
	Condensed consolidated statements of operations — Three-month periods ended March 31, 2009 and 2008 (unaudited)	3
	Condensed consolidated statements of cash flows — Three-month periods ended March 31, 2009 and 2008 (unaudited)	4
	Notes to condensed consolidated financial statements — March 31, 2009 and 2008	5
Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition — March 31, 2009	9
Item  3.	Quantitative and Qualitative Disclosure of Market Risk	13
Item  4.	Internal Controls and Procedures	14
Part II.  Other Information		15
	Signature page	16
Exhibits 3.2, 3.3	By-Laws of Sonesta International Hotels Corporation and Redlined By-Laws of Sonesta International Hotels Corporation, amending the by-laws to increase the number of Directors from 9 to 10
Exhibits 31.(a), 31.(b), 31.(c)	Certifications by the Company’s Chief Executive Officers and Vice President and Treasurer, as required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
Exhibit 32	Certification by Company Officers required by 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

Part I  -  Item 1.  Financial Information

SONESTA INTERNATIONAL HOTELS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2009 (unaudited) and December 31, 2008

	(in thousands)
	March 31, 2009		December 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	28,469	$	37,463
Restricted cash		17		175
Accounts and notes receivable:
Trade, less allowance of $63 ($59 at December 31, 2008) for doubtful accounts		5,151		5,407
Other, including current portion of long-term receivables and advances		679		1,001
Total accounts and notes receivable		5,830		6,408
Inventories		550		628
Current deferred tax assets		461		462
Prepaid expenses and other current assets		2,314		2,163
Total current assets		37,641		47,299
Long-term receivables and advances		942		992
Deferred tax assets		9,983		9,049
Investment in development partnership		34,508		33,666
Property and equipment, at cost:
Land and land improvements		2,102		2,102
Buildings		25,880		25,610
Furniture and equipment		32,074		30,150
Leasehold improvements		8,794		8,785
Projects in progress		--		472
		68,850		67,119
Less accumulated depreciation and amortization		33,350		32,088
Net property and equipment		35,500		35,031
Other long-term assets		955		1,003
	$	119,529	$	127,040

See accompanying notes to condensed consolidated financial statements.

1

SONESTA INTERNATIONAL HOTELS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2009 (unaudited) and December 31, 2008

	(in thousands)
	March 31, 2009			December 31, 2008
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	1,188		$	1,163
Accounts payable		2,637			3,747
Advance deposits		1,567			1,281
Accrued income taxes		511			402
Accrued liabilities:
Salaries and wages		947			1,772
Rentals		1,330			4,787
Interest		242			244
Pension and other employee benefits		1,809			1,612
Other		932			862
		5,260			9,277
Total current liabilities		11,163			15,870
Long-term debt		31,523			31,839
Deferred gain		64,481			64,481
Pension liability, non-current		9,128			9,338
Other non-current liabilities		1,320			1,386
Commitments and contingencies
Stockholders’ equity:
Common stock:
Class A,  $.80 par value
Authorized--10,000 shares
Issued – 6,102 shares at stated value		4,882			4,882
Retained earnings		11,943			14,155
Treasury shares – 2,404, at cost		(12,053	)		(12,053	)
Accumulated other comprehensive loss		(2,858	)		(2,858	)
Total stockholders’ equity		1,914			4,126
	$	119,529		$	127,040

See accompanying notes to condensed consolidated financial statements.

2

SONESTA INTERNATIONAL HOTELS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (unaudited)

(in thousands except for per share data)

	Three Months Ended March 31
	2009			2008
Revenues:
Rooms	$	7,419		$	9,203
Food and beverage		3,477			4,368
Management, license and service fees		1,126			3,060
Parking, telephone and other		1,081			1,167
		13,103			17,798
Other revenues from managed and affiliated properties		1,221			5,117
Total revenues		14,324			22,915
Costs and expenses:
Costs and operating expenses		6,585			7,557
Advertising and promotion		1,376			1,336
Administrative and general		3,211			3,299
Human resources		251			272
Maintenance		846			927
Rentals		1,525			2,019
Property taxes		354			370
Depreciation and amortization		1,355			1,938
		15,503			17,718
Other expenses from managed and affiliated properties		1,221			5,117
Total costs and expenses		16,724			22,835
Operating income (loss)		(2,400	)		80
Other income (deductions):
Interest expense		(716	)		(747	)
Interest income		123			371
Foreign exchange gain (loss)		(11	)		7
Gain on sales of assets		2			422
		(602	)		53
Income (loss) before income tax provision (benefit)		(3,002	)		133
Income tax provision (benefit)		(790	)		43
Net income (loss)		(2,212	)		90
Cash dividends		--			(3,698	)
Retained earnings at beginning of period		14,155			15,068
Retained earnings at end of period	$	11,943		$	11,460
Net income (loss) per share of common stock	$	(0.60	)	$	0.02
Weighted average number of shares outstanding		3,698			3,698

See accompanying notes to condensed consolidated financial statements.

3

SONESTA INTERNATIONAL HOTELS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Increase (Decrease) in Cash

	(in thousands)
	Three Months Ended March 31
	2009			2008
Cash used for operating activities
Net income (loss)	$	(2,212	)	$	90
Adjustments to reconcile net income (loss) to net cash used for operating activities
Depreciation and amortization of property and equipment		1,355			1,938
Other amortization		23			10
Deferred federal and state tax provision (benefit)		(934	)		78
Gain on sales of assets		(2	)		(422	)
Changes in assets and liabilities
Restricted cash		158			200
Accounts and notes receivable		613			(1,229	)
Inventories		78			37
Prepaid expenses and other		(160	)		(300	)
Accounts payable		(186	)		(1,398	)
Advance deposits		286			(193	)
Federal, foreign and state income taxes		118			(54	)
Accrued liabilities		(4,292	)		(2,726	)
Cash used for operating activities		(5,155	)		(3,969	)
Cash provided by (used for) investing activities
Expenditures for property and equipment		(1,847	)		(556	)
Payments received on long-term receivables and advances		69			410
Payments received from development partnership		--			125
Investment in development partnership		(842	)		--
Proceeds from sales of assets		33			656
New loans and advances		(36	)		(62	)
Cash provided by (used for) investing activities		(2,623	)		573
Cash used for financing activities
Repayments of long term debt		(291	)		(260	)
Cash dividends paid		(925	)		(4,068	)
Cash used for financing activities		(1,216	)		(4,328	)
Net decrease in cash		(8,994	)		(7,724	)
Cash and cash equivalents at beginning of period		37,463			32,620
Cash and cash equivalents at end of period	$	28,469		$	24,896

Supplemental Schedule of Interest and Income Taxes Paid

Cash paid for interest in the 2009 three-month period and the 2008 three-month period was approximately $708,000 and $739,000, respectively.   Cash paid for income taxes in the first quarter of 2009 and 2008 was approximately $23,000 and $30,000, respectively.

See accompanying notes to condensed consolidated financial statements.

4

SONESTA INTERNATIONAL HOTELS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three-month period ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ended December 31, 2009.

The balance sheet at December 31, 2008 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

2. Long-Term Receivables and Advances

	(in thousands)
	March 31,2009		December 31,2008
Sharm El Sheikh, Egypt (a)	$	1,148	$	1,215
Other		209		187
Total long-term receivables		1,357		1,402
Less:  current portion		415		410
Net long-term receivables	$	942	$	992

(a) This loan was made in January 2008 to the owners of Sonesta Beach Hotel Sharm El Sheikh and Sonesta Club Sharm El Sheikh by converting receivables for fees and expenses into a five-year loan, payable in monthly installments, starting in January 2008.  The Company is accounting for this loan using an effective interest rate of 6.5%.  Monthly payments of $28,820 on this loan are paid directly from the hotels and deducted from distributions of profits to the owner of these managed hotels.  

Management continually monitors the collectability of its receivables and advances and believes they are fully realizable.

3. Investment in Development Partnership

The Company owns a 50% limited partnership interest in a development project in Key Biscayne, Florida, which is recorded on its balance sheet at March 31, 2009 at a value of $34,508,000.  The partnership’s condensed balance sheet at March 31, 2009 is as follows (unaudited, in thousands):

	at March 31, 2009
Total assets, primarily land	$	110,014
Less debt and other liabilities		(63,874	)
Partnership equity	$	46,140

5

SONESTA INTERNATIONAL HOTELS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The debt of the partnership is non-recourse to the Company.  The development partnership has not commenced operations.

The Company has agreed in principle to fund up to $3 million for project related costs.  Of this commitment, $842,000 was funded during the first quarter of 2009, and this amount was added to the Company’s  investment account balance reflected in its balance sheet at March 31, 2009.  The Company and its partner, despite their continuing commitment to develop the site, continue to explore other options, which include a recapitalization of the partnership or a sale of the land.  The partners also reached agreement, in principle, regarding distribution of proceeds should a sale of the land materialize within a certain period of time.

The Company continues to monitor the carrying value of its investment in this development project and believes the investment is fully realizable.

4. Borrowing Arrangements

Long-Term Debt

The Company’s long-term debt consists of a first mortgage note held by Charterhouse of Cambridge Trust and Sonesta of Massachusetts, Inc., which are the Company’s subsidiaries that own and operate the Royal Sonesta Hotel Boston.  The principal balance outstanding at March 31, 2009 and December 31, 2008 was $32,711,000 and $33,002,000, respectively.  The debt is secured by a first mortgage on the Royal Sonesta Hotel Boston (Cambridge) property, which is included in fixed assets at a net book value of $20,759,000 at March 31, 2009.

The interest rate is 8.6% for the term of the loan, and the loan matures in July 2010.  Monthly payments of interest and principal are $332,911.  The current portion of the principal balance at March 31, 2009 equals $1,188,000.

5. Hotel Costs and Operating Expenses

Hotel costs and operating expenses in the accompanying condensed Consolidated Statements of Operations are summarized below:

	(in thousands)
	Three Months Ended March 31
	2009		2008
Direct departmental costs
Rooms	$	2,156	$	2,463
Food and beverage		3,152		3,604
Heat, light and power		662		729
Other		615		761
	$	6,585	$	7,557

Direct departmental costs include payroll expenses and related payroll burden, the cost of food and beverage consumed and other departmental costs.

6

SONESTA INTERNATIONAL HOTELS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. Segment Information

Segment information for the Company’s two reportable segments, Owned & Leased Hotels and Management Activities, for the three-month periods ending March 31, 2009 and 2008 follows:

Quarter ended March 31, 2009

	(in thousands)
	Owned & Leased Hotels			Management Activities			Consolidated
Revenues	$	11,970		$	1,133		$	13,103
Other revenues from managed and
affiliated properties		--			1,221			1,221
Total revenues		11,970			2,354			14,324
Operating loss before depreciation and amortization expense		(24	)		(1,021	)		(1,045	)
Depreciation and amortization		(1,290	)		(65	)		(1,355	)
Interest income (expense), net		(713	)		120			(593	)
Other deductions		--			(9	)		(9	)
Segment pre-tax loss		(2,027	)		(975	)		(3,002	)
Segment assets		74,111			45,418			119,529
Segment capital additions		1,799			48			1,847

Quarter ended March 31, 2008

	(in thousands)
	Owned & Leased Hotels			Management Activities			Consolidated
Revenues	$	14,725		$	3,073		$	17,798
Other revenues from managed and
affiliated properties		--			5,117			5,117
Total revenues		14,725			8,190			22,915
Operating income before depreciation and amortization expense		1,087			931			2,018
Depreciation and amortization		(1,242	)		(696	)		(1,938	)
Interest income (expense), net		(746	)		370			(376	)
Other income		--			429			429
Segment pre-tax income (loss)		(901	)		1,034			133
Segment assets		75,284			45,880			121,164
Segment capital additions		542			14			556

7

SONESTA INTERNATIONAL HOTELS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Earnings (loss) per Share

As the Company has no dilutive securities, there is no difference between basic and diluted earnings per share of common stock. The following table sets forth the computation of basic income or losses per share of common stock (in thousands except for per share data):

	Three months ended March 31
	2009			2008
Numerator:
Income (loss) from operations	$	(2,212	)	$	90
Denominator:
Weighted average number of shares outstanding		3,698			3,698
Net income (loss) per share of common stock	$	(0.60	)	$	0.02

8. Pension Plan

The components of the net periodic pension cost for the Company’s Pension Plan were as follows:

	(in thousands)
	Three Months ended March 31
	2009			2008
Service cost	$	21		$	--
Interest cost		408			420
Expected return on assets		(429	)		(459	)
Recognized actuarial (gain) loss		23			(4	)
Net expense (benefit) included in the consolidated statements of operations	$	23		$	(43	)

The Company froze its Pension Plan effective December 31, 2006.  Additional service and/or compensation increases after January 1, 2007 will not increase participants’ benefits and, in addition, newly hired employees will not receive benefits under the Plan.  For additional information on the Pension Plan, and the Company’s 401(k) savings plan, we refer to footnote 8 of the Company’s 2008 Annual Report filed on Form 10-K.

The Company will make quarterly contributions of approximately $234,000 to the Pension Plan on April 15, July 15 and October 15, 2009, and on January 15, 2010.  Accordingly, these amounts have been classified as a current liability.

The Company does not have any other post-retirement benefit plans.

8

Part I – Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

FIRST QUARTER 2009 COMPARED TO 2008

In the first quarter of 2009 the Company recorded net loss of $2,212,000, or $(0.60) per share, compared to net income of $90,000, or $0.02 per share, during the first quarter of 2008.

The ongoing economic recession seriously affected the Company’s business in the 2009 first quarter.  Operating income at the Company’s Royal Sonesta Hotel Boston decreased by $787,000 in the first quarter of 2009 compared to last year.  Income from management activities decreased by $1,321,000 in the 2009 quarter compared to last year, due to lower fee income from Sonesta Bayfront Hotel Coconut Grove, lower fee income from the Company’s operations in Egypt and due to the fact that the management agreement for Trump International Sonesta Beach Resort Sunny Isles was terminated effective April 1, 2008.  In addition, interest income decreased by $248,000, primarily due to lower income earned on the Company’s cash balances resulting from lower rates of return.  A detailed analysis of the revenues and income by location follows.

REVENUES

The Company records costs incurred on behalf of owners of managed and affiliated properties, and expenses reimbursed from managed and affiliated properties, on a gross basis.  The revenues included and discussed in this Management’s Discussion and Analysis exclude the “other revenues and expenses from managed and affiliated properties.”

	TOTAL REVENUES (in thousands)
	NO. OF ROOMS		2009		2008
Royal Sonesta Hotel Boston		400	$	3,350	$	4,838
Royal Sonesta Hotel New Orleans		500		8,620		9,887
Management and service fees and other revenues				1,133		3,073
Total revenues, excluding other revenues from managed and affiliated properties			$	13,103	$	17,798

Total revenues for the quarter ended March 31, 2009 were $13,103,000 compared to $17,798,000 in the 2008 quarter, a decrease of approximately $4,695,000.

Royal Sonesta Hotel Boston recorded first quarter 2009 revenues of $3,350,000 compared to first quarter 2008 revenues of $4,838,000, representing a $1,488,000, or 31%, decrease.  Room revenues during the 2009 period decreased by $902,000, due to a 30% decrease in room revenue per available room (“REVPAR”).  This REVPAR decrease was the result of both lower occupancies as well as a lower average daily rate achieved.  The largest decrease was in the group and convention market segment, which was heavily impacted by lower corporate spending.  The decrease in group business put more pressure on hotels to attract transient business, which resulted in discounted rates.  The first quarter is traditionally the lowest occupancy quarter of the year, resulting in very heavy competition for available business.  The decrease in revenues other than rooms of $586,000 was primarily the result of lower food and beverage revenues.  Banqueting business in particular, which heavily depends on group and convention business, was down significantly.

9

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued)

Revenues at Royal Sonesta Hotel New Orleans during the first quarter of 2009 were $8,620,000 compared to $9,887,000 during the first quarter of 2008, representing a $1,267,000, or 13%, decrease.  Room revenues decreased by $882,000, due to a 13% REVPAR decrease.  The decrease was mainly due to lower occupancy levels during the 2009 first quarter compared to 2008.  Average daily room rates decreased modestly.  The main reason for the decrease in occupancy was lower group and convention business.  The hotel’s transient business increased during the first quarter which helped offset part of the reduction in group and convention business.  Revenues from other sources decreased by $385,000, which was almost entirely due to lower food and beverage revenues.  Food and beverage revenues decreased as a result of the lower occupancy.  Banqueting revenues decreased due to the reduction in group and convention business.

Revenues from management activities decreased from $3,073,000 in the 2008 first quarter to $1,133,000 during the 2009 first quarter, a decrease of $1,940,000.  The 2008 first quarter included $840,000 of fee income from Trump International Sonesta Beach Resort Sunny Isles.  The management agreement for this hotel was terminated by the Company effective April 1, 2008.  Management fee income from Sonesta Bayfront Hotel Coconut Grove decreased by $300,000 compared to 2008.  The Company is committed to an annual minimum return payment to the hotel’s owner, and the Company’s policy is to eliminate fees from its income if it does not expect to earn the annual minimum return.  As a result, the Company did not record fee income from the Coconut Grove Hotel during the first quarter of 2009.  Fee income from the Company’s managed operations in Egypt decreased by $370,000 to $625,000 in the first quarter of 2009 compared to last year.  In Egypt, demand has decreased, in particular for the Company’s resort hotels.

OPERATING INCOME

	OPERATING INCOME (LOSS) (in thousands)
	2009			2008
Royal Sonesta Hotel Boston	$	(1,513	)	$	(726	)
Royal Sonesta Hotel New Orleans		199			571
Operating loss from hotels after management and service fees		(1,314	)		(155	)
Management activities and other		(1,086	)		235
Operating income (loss)	$	(2,400	)	$	80

Operating loss for the three-month period ended March 31, 2009 was $2,400,000, compared to operating income of $80,000 in the three-month period ended March 31, 2008, a decrease of approximately $2,480,000.

Royal Sonesta Hotel Boston reported an operating loss of $1,513,000 during the 2009 first quarter, compared to an operating loss of $726,000 in the first quarter of 2008.  Revenue decreases of $1,488,000 were partially offset by decreases in expenses of $701,000.  The decrease in expenses was primarily due to a $516,000, or 17%, decrease in costs and operating expenses.  Due to the lower business levels, the Company reduced staffing levels, and cut operating expenses where possible.  Overhead expenses such as administrative and general, advertising and human resources costs also decreased slightly.

Operating income from Royal Sonesta Hotel New Orleans decreased from $571,000 during the 2008 first quarter to $199,000 during the 2009 first quarter, a decrease of $372,000.  Decreased revenues of $1,267,000 were for a large part offset by decreases in expenses of $895,000.  The decrease in expenses was primarily from a $275,000 decrease in costs and operating expenses and a $520,000 decrease in rent expense.  The rent decrease in 2009 resulted from the lower operating profits.  The Company operates the Royal Sonesta New Orleans under a lease, and rent is equal to 75% of net cash flow achieved.

10

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued)

The Company reported a $1,086,000 operating loss from management activities in the 2009 first quarter compared to operating income of $235,000 in the 2008 first quarter, a decrease of $1,321,000.  The Company’s loss from management activities is computed after giving effect to management and marketing fees from owned and leased hotels.  Revenues from management decreased by $1,940,000, and were partially offset by decreases in expenses related to these activities of $619,000.  The decrease in expenses was primarily due to lower depreciation expense.  The 2008 first quarter included accelerated depreciation of an investment the Company made in Trump International Sonesta Beach Resort Sunny Isles, due to the Company’s termination of the management agreement for this hotel effective April 1, 2008.

OTHER INCOME (DEDUCTIONS)

Interest income decreased from $371,000 in the 2008 first quarter to $123,000 in the 2009 first quarter.   The decrease was due to lower income from a loan to the owner of Sonesta Bayfront Hotel Coconut Grove, which was repaid in October 2008, and from lower income earned on the Company’s cash balances, due to the lower rates of return.

The gain on sale of assets in the 2008 first quarter resulted from the sale of a coop unit the Company owned in New York City to the Company’s Executive Chairman.  The Company’s Board of Directors approved the transaction.

FEDERAL, FOREIGN AND STATE INCOME TAXES

In the 2009 first quarter the Company recorded a tax benefit of $790,000 on its pre-tax loss of $3,002,000.  The tax benefit is lower than the statutory rate, due to state taxes payable on the Company’s income from Royal Sonesta Hotel New Orleans and due to foreign taxes payable on the Company’s income from its hotels in Egypt and Peru.  In the 2008 first quarter, the Company recorded a tax expense of $43,000 on pre-tax income of $133,000.  The expense in the 2008 first quarter was lower than the statutory rate because the Company expected to benefit from credits for foreign taxes paid in previous years which had been carrying forward.  Those credits more than offset the state income taxes, payable primarily on the Company’s income from Royal Sonesta Hotel New Orleans.

The Company recorded a long-term deferred tax asset in the 2009 first quarter for the future federal income tax benefit of the losses incurred.  The Company will monitor this tax asset, and provide for valuation allowances if going forward it may become uncertain whether it will actually receive a federal tax benefit for the losses.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of approximately $28.5 million at March 31, 2009.  Company management believes these cash resources will be adequate to meet its cash requirements for 2009 and beyond.

On January 2, 2009 the Company paid a dividend on its common stock of $0.25 per share, for a total of $925,000.

The Company owns a 50% limited partnership interest in a development project in Key Biscayne, Florida (see Note 3).  The Company has agreed in principle to fund up to $3 million for project related costs.  Of this commitment, $842,000 was funded during the 2009 first quarter.

The Company will make contributions to its Pension Plan totaling $934,000 during the period April 2009 through January 2010.

Royal Sonesta Hotel Boston undertook a significant improvements project during the winter of 2008/2009, upgrading meeting facilities and public spaces.  Capital expenditures during the first quarter of 2009 were approximately $1,501,000 at this location.

11

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued)

The Company has agreed to loan an additional $500,000 to the owner of Sonesta Beach Resort Sharm El Sheikh, to help finance the completion of 179 additional rooms.

The Company has a mortgage loan secured by the Royal Sonesta Hotel Boston in the amount of $32.7 million at March 31, 2009 (see Note 4).  The loan matures in July 2010.  The Company has started evaluating the refinancing options available to replace this loan on or before July 2010.

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PART I – Item 3

QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

The Company is exposed to market risk from changes in interest rates.   The Company uses fixed rate debt to finance the ownership of one of its properties.  The table that follows summarizes the Company’s fixed rate debt obligations outstanding at March 31, 2009.  This information should be read in conjunction with Note 4—Borrowing Arrangements.

Short and Long Term Debt (in thousands) maturing in:

	YEAR
	2009			2010			Total		Fair Value
Fixed rate	$	871		$	31,840		$	32,711	$	33,372
Average interest rate		8.6	%		8.6	%

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PART I – Item 4

INTERNAL CONTROLS AND PROCEDURES

As of March 31, 2009, the Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and President, Chief Executive Officer and Vice Chairman, and Vice President and Treasurer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934.   Based on that evaluation, the Company’s Chief Executive Officer and President, Chief Executive Officer and Vice Chairman, and Vice President and Treasurer concluded that the Company’s disclosure controls and procedures are effective, as of March 31, 2009.

There have been no significant changes in the Company’s internal controls regarding financial reporting during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control regarding financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART II – Other Information

Item Numbers 1, 2, 3, 4, 5 and 6

Not applicable during the quarter ended March 31, 2009.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

SONESTA INTERNATIONAL HOTELS CORPORATION
By:	/s/ Boy van Riel
	Boy van Riel
	Vice President and Treasurer
	(Authorized to sign on behalf of the Registrant as Principal Financial Officer)
Date: May 12, 2009

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EX-3.2

Exhibit 3.2

BY-LAWS

OF

SONESTA INTERNATIONAL HOTELS CORPORATION

(Formerly Hotel Corporation of America)

EFFECTIVE AS OF APRIL 1, 1948

WITH ALL AMENDMENTS TO MARCH 19, 2009

Certified to be a true and correct copy

Peter J. Sonnabend, Secretary

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BY-LAWS

of

SONESTA INTERNATIONAL HOTELS CORPORATION

ARTICLE I

Offices

Section 1. Principal Office. The location of the principal office of the Corporation shall be at 200 Clarendon Street, Boston, Massachusetts, or at such other place as the Board of Directors may from time to time prescribe.

Section 2. Other Offices. The Corporation may, in addition to its principal office, have offices at such other places, either within or without the State of New York, as the Board of Directors may from time to time appoint.

ARTICLE II

Meetings of Stockholders

Section 1. Annual Meeting. A meeting of all holders of stock of the Corporation entitled to vote shall be held in the month of May each year for the purpose of electing a Board of Directors and for the transaction of such other business as may properly come before the meeting. The meeting shall be called for such day, which shall not be a legal holiday, and for such hour as shall be fixed by the Board of Directors and set forth in the notice of the meeting.

Section 2. Special Meeting. Special meetings of stockholders, other than those regulated by statute, may be called at any time by the Board of Directors, and it shall be the duty of such Board to call such meeting forthwith whenever so requested in writing directed to the Chairman of the Board or the President by the holders of stock entitled to cast at least five percent (5%) of the votes of which the holders of all outstanding stock in the aggregate are entitled, which request shall state the purpose or purposes of the proposed meeting.

Section 3. Place of Meeting. Annual and special meetings of the stockholders shall be held at such place as the Board of Directors may by resolution from time to time determine.

Section 4. Notice of Meetings of Stockholders. A written or printed notice of every meeting of stockholders, signed by the President or a Vice President, or the Secretary or an Assistant Secretary, stating the purpose or purposes for which the meeting is called and the time when and the place within the State whereit is to be held, shall be served either personally or by mail, upon each stockholder of record entitled to vote at such meeting, and upon each stockholder of record, who by reason of any action proposed at such meeting would be entitled to have his stock appraised if such action were taken, not less than ten nor more than forty days before the meeting. If mailed, it shall be directed to a stockholder at his address as it appears on the stock-book unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. No notice of any adjourned meeting need be given other than by announcement of the time and place of such adjournment at any meeting.

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Section 5. Quorum. Except as otherwise provided by law or in the certificate of incorporation, at all meetings of stockholders, the presence in person or by proxy of the holders of record of stock of the Corporation entitled to cast one-third of the votes to which the holders of all outstanding stock in the aggregate are entitled to cast for any item of business, shall be necessary to constitute a quorum for the transaction of such business. In the absence of a quorum, the holders of stock, present in person or by proxy, entitled to cast a majority of all votes which might be cast at such meeting by the stockholders present in person or by proxy, may adjourn the meeting from time to time, without further notice other than by announcement at the meeting, until the holders of the amount of stock requisite to constitute a quorum shall be present. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been then present.

In the event that the holders of any class of stock or any series of any class of stock are entitled to vote separately as a class with respect to the transaction of any business, the presence, in person or by proxy, of the holders of record of one-third of the outstanding stock of such class or series, as the case may be, shall be necessary to constitute a quorum of such class or series.

At any meeting for the election of Directors, the absence of a quorum of the Preferred Stock shall not prevent the election of the Directors to be elected by the holders of the Common Stock and the absence of a quorum of the Common Stock shall not prevent the election of the Directors to be elected by the holders of the Preferred Stock, and in the absence of such quorum, either of the Preferred Stock or of the Common Stock, a majority of the holders present, in person or by proxy, of the class of stock which lacks a quorum, shall have power to adjourn the meeting for the election of the Directors which they are entitled to elect, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

So long as any Preferred Stock remains outstanding, the two directors to be elected by the holders of Preferred Stock (and their successors) shall be designated as Preferred Stock directors and their places on the Board shall be designated as Preferred Stock directorships; the remaining directors (and their successors) shall be designated as Common Stock directors and their places on the Board shall be designated as Common Stock directorships.

Section 6. Order of Business. The order of business at each meeting of stockholders, unless otherwise directed by such meeting by majority vote, shall be determined by the presiding officer.

Section 7. Closing of Stock Transfer Books and Determination of Stockholders of Record. The Board of Directors may from time to time prescribe a period, not exceeding fifty days prior to the date of any meeting of stockholders or prior to the last date on which the consent or dissent of stockholders may be effectively expressed for any purpose without a meeting, or preceding the date fixed for the payment of any dividend, the making of any distribution, or the allotment of rights, or preceding the date when any change, conversion or exchange of capital stock shall go into effect, during which no transfer of stock on the books of the Corporation may be made; or in lieu of prohibiting the transfer of stock may fix a time not more than fifty days prior to the date of any meeting of stockholders or prior to the last date on which the consent or dissent of stockholders may be effectively expressed for any purpose without a meeting or preceding the date fixed for the payment of any dividend, the making of any distribution or the allotment of rights, or preceding the date when any change, conversion or exchange of capital stock shall go into effect, as the time as of which stockholders entitled to notice of and to vote at such a meeting or whose consent or dissent is required or may be expressed for any purpose as the case may be, shall be determined, or as the time for the determination of the stockholders entitled to receive any such dividend, distribution or rights or participate in such change, conversion or exchange of capital stock; and only such persons who are holders of record of voting stock at such time shall be entitled to notice of and to vote at such meeting or to express their consent or dissent as the case may be, and only stockholders of record at the time so fixed shall be entitled to receive such dividend, distribution or rights or participate in such change, conversion or exchange of capital stock.

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Section 8. Voting. (a) Except as otherwise provided by law or in the certificate of incorporation and subject to the provisions of the By-laws with respect to the closing of the transfer books and the fixing of a record date for the determination of stockholders entitled to vote, at each meeting of stockholders of the Corporation, the holders of record of stock entitled to vote shall be entitled to one vote for each share of such stock held by them respectively.

(b) Every stockholder entitled to vote may vote in person or by proxy. All proxies shall be in writing, signed by the stockholder or his duly authorized attorney, but no proxy shall be valid after the expiration of eleven months from the date of its execution unless the person executing it shall have specified therein its duration.

(c) No stock owned by the Corporation shall be voted, nor shall any stock so owned be counted in determining the number necessary to constitute a quorum or whether a quorum is present at any meeting.

(d) The vote for directors, and upon the demand of any stockholder, the vote upon any question before the meeting shall be by ballot; and except as otherwise provided by law or by the certificate of incorporation, or by these By-laws, all elections of directors shall be decided by a plurality of the votes cast and all other matters shall be decided by a majority of the votes cast.

Section 9. Inspectors. At each meeting of the stockholders, the polls shall be opened and closed, the proxies and ballots shall be received and be taken in charge, and all questions touching the qualification of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by two inspectors. Such inspectors shall be appointed by the Board of Directors before the meeting, or, if no such appointment shall have been made, then by the stockholders present at the meeting, by a per capita vote. If, for any reason, any of the inspectors appointed shall fail to attend, or refuse or be unable to serve, inspectors in place of any so failing to attend, or refusing or unable to serve, shall be appointed in like manner. Such inspectors, before entering upon the discharge of their duties, shall be sworn faithfully to execute the duties of inspectors at such meeting with

strict impartiality, and according to the best of their ability, and the oath so taken shall be subscribed by them.

ARTICLE III

Board of Directors

Section 1. Powers, Number and Term of Office. The property, business and affairs of the corporation shall be managed and controlled by a Board of Directors, ten in number, none of whom need be stockholders; provided, however, that within the limits prescribed in the certificate of incorporation, the number of directors may from time to time be increased, and the additional director or directors may be elected, or the number of directors may from time to time be decreased, in either case by resolution passed by the majority vote of the directors then in office or such number may be increased or decreased by amendment of these by-laws. The directors, except as otherwise provided in the certificate of incorporation or the by-laws, shall be elected by ballot at the annual meeting of the stockholders and shall continue in office until the next annual meeting of stockholders and until their respective successors shall have been elected and shall qualify, or until their death or until they shall resign or be removed in the manner provided in Section 2 of this Article.

Section 2. Resignations and Removal. (a) Any director may resign at any time by giving written notice of such resignation to either the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary or an Assistant Secretary of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or by any such officer.

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(b) The stockholders may, at any meeting called for that purpose, remove any director for cause, by majority vote cast at said meeting, and may fill the vacancy created by any such removal; provided, however, that any director elected by a class vote, as provided in the certificate of incorporation, shall be removed, and his vacancy filled, only by vote of the stockholders of the class by which he was elected.

Section 3. Vacancies. Any vacancy occurring in the Board of Directors by reason of death, resignation, or inability to serve, or the failure of the stockholders to fill the vacancy caused by the removal of a director, or for any other cause, may be filled by a majority vote of the remaining directors, provided a quorum is present, at any special meeting called for that purpose or at any regular meeting of the Board of Directors. Any such vacancy may also be filled by the stockholders entitled to vote at any meeting held during the existence of such vacancy, provided that the notice of such meeting shall have mentioned such vacancy or expected vacancy. In the event that, because of a vacancy or vacancies, the remaining directors are insufficient in number to constitute a quorum, such vacancy or vacancies may be filled only by the stockholders entitled to vote at a special meeting which shall be called forthwith by the Board of Directors. If any vacancy shall occur by reason of the death, resignation or otherwise of a director elected by a class vote and if such vacancy is to be filled by vote of the stockholders, such vacancy shall be filled only by vote of the stockholders of such class. If the number of directors at any time authorized by the by-laws shall be increased by the stockholders by amendment of the certificate of incorporation or the by-laws, the additional directors authorized by such increase may be elected by vote of the stockholders at the meeting authorizing such increase, or if not so elected, such additional directors may be elected by unanimous vote of the directors then in office.

Section 4. Organization Meetings of the Board of Directors. After each annual election of Directors, the newly elected directors shall meet as soon as possible for the purpose of organization, the election and appointment of officers and the transaction of other business.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place (within or outside the State of New York) as the Board of Directors shall from time to time designate, and the Board, in fixing the time and place for holding such regular meetings, may provide that no notice thereof, except for the first meeting held at such designated time and place, shall be necessary; provided, however, that a copy of every resolution of the Board of Directors fixing the time and place of such regular meetings shall be mailed to every director at least five days prior to the first meeting held in pursuance thereof.

Section 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the Chairman of the Executive Committee, the President, or by three or more of the Directors then in office. Special meetings of the Board of Directors shall be held at such place (within or outside the State of New York) as shall be specified in the notice of meeting.

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Section 7. Notice of Meeting. The Secretary or an Assistant Secretary of the Corporation shall give notice to each director of each regular meeting unless notice thereof shall be dispensed with as provided in Section 5 of this Article, and of each Special Meeting, by mailing the same, postage prepaid, or by cabling, telegraphing or radioing the same at least five days before such meeting directed to him at his last known address as it appears on the records of the Corporation, or by personally telephoning or personal delivery of the same, not later than two days before the day of such meeting. Such notice shall state the time and place of the meeting.

Section 8. Quorum. The presence of a majority of the number of directors then authorized by the By-laws shall be necessary and sufficient to constitute a quorum for the transaction of business, but a majority of those present at any regular or special meeting, if there be less than a quorum, may adjourn the same from time to time without notice until a quorum be present. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise provided by law or by the certificate of incorporation or by the By-laws. Any one or more members of the Board or any Committee thereof may participate in a meeting of such Board or Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 9. Organization. At all meetings of the Board, the Chairman of the Board, or, in his absence, the Chairman of the Executive Committee, the President or a Vice President if he is a member of the Board, in that order, or, in the absence of each such officer, any director chosen by the Board, shall preside. The Secretary or an Assistant Secretary of the Corporation or, in the absence of the Secretary and Assistant Secretary, a person chosen by the meeting shall act as secretary thereof and shall keep a record of the proceedings of the meeting.

Section 10. Order of Business. The order of business at each meeting of the Board of Directors, unless otherwise directed by the affirmative vote of a majority of the members of such Board present at such meeting, shall be determined by the presiding officer.

Section 11. Compensation of Directors. The Board of Directors may determine the compensation to be paid to directors for their services, and, in addition, may provide for reimbursement of their expenses incident thereto. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as a committee member, officer, agent or otherwise and receiving compensation therefor.

Section 12. Unanimous Written Consent. Any action by the Board or any Committee thereof may be taken without a meeting if the resolution and written consents thereto are signed by all members of the Board or Committee and are filed with the Record of the Meeting. Such consents shall be treated as a vote of the Board or Committee for all purposes.

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ARTICLE IV

Executive and Other Committees

Section 1. Executive Committee. The Board of Directors, by resolution passed by a majority of the number of directors then authorized by the By-laws, may appoint an Executive Committee of not less than three and not more than seven directors, including the President, to serve at the pleasure of the Board, and may designate one of the members as Chairman of the Committee. The members of the Executive Committee shall hold office until the first meeting of the Board of Directors after the next annual meeting of stockholders and until their successors are elected or until they shall cease to be directors or until their death or until they shall resign or be removed in the manner provided in Section 4 of this Article.

Section 2. Powers. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors in the management of the business, affairs and property of the Corporation, in all cases where specific directions shall not have been given by the Board of Directors, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it. See Section 712(a) New York Business Corporation Law.

Section 3. Procedure. The Executive Committee shall, subject to any direction by the Board of Directors, fix its own rules of procedure and shall meet where and when provided by such rules. The presence of a majority of the members of the Executive Committee then in office shall be necessary to constitute a quorum and the act of a majority of the members, but not less than two, present at any meeting at which there is a quorum shall be the act of the Executive Committee. All action by the Executive Committee shall be recorded in a minute book and reported to the Board of Directors at the first regular meeting of the Board held following any such action, or at any special meeting if so requested.

Section 4. Resignation and Removal. Any member of the Executive Committee may resign at any time by giving written notice of such resignation to either the Board of Directors, the Chairman of the Board, the Chairman of the Executive Committee, the President, a Vice President, the Secretary or an Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt by the Board or by any such officer. Any member of the Executive Committee may be removed, either with or without cause, at any time by the affirmative vote of a majority of the number of directors then authorized by the By-laws at any meeting of the Board of Directors.

Section 5. Vacancies. If any vacancy shall occur in the Executive Committee by reason of death, resignation, removal, disqualification or otherwise, the remaining members, if not less than three, shall continue to act; and such vacancy or vacancies may be filled at any meeting of the Board of Directors by resolution passed by a majority of the number of directors then authorized by the By-laws.

Section 6. Other Committees. The Board of Directors, by the affirmative vote of the majority of the number of directors then authorized by the By-laws, may also appoint other standing committees and special committees for any lawful purpose or purposes. Such committees shall have such powers and duties as shall be specified in the respective resolutions of appointment.

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Section 7. Compensation. The Board of Directors may determine the compensation to be paid for their services to members of any committee authorized by these By-laws, and, in addition, may provide for reimbursement of their expenses incident thereto. Nothing herein contained shall be construed to preclude any committee member from serving the Corporation in any other capacity as a director, officer, agent or otherwise and receiving compensation therefor.

ARTICLE V

Officers

Section 1. Number. The officers of the Corporation shall consist of a Chairman of the Board, a Chairman of the Executive Committee, a President, one or more Vice Presidents (one of whom may be designated the Executive Vice President, if the Board of Directors shall so determine), a Treasurer, a Secretary, and such additional officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article, and may include a Vice Chairman of the Board and/or a Chief Financial Officer (if the Board of Directors shall so determine). The same person may hold concurrently any two or more offices, except those of President and Vice President, but no officer shall sign any documents in more than one capacity. All such officers, in the exercise and discharge of their powers and duties, shall be subject to the control and direction of the Board of Directors and the Executive Committee.

Section 2. Election, Term of Office and Qualifications. Each officer specifically designated in Section 1 of this Article shall be chosen by the Board of Directors and shall hold his office until his successor shall have been duly chosen and qualified or until his death, resignation or removal. The Chairman of the Board, the Vice Chairman of the Board (if any), the Chairman of the Executive Committee and the President shall be and remain directors. No other officer need be a director.

Section 3. Subordinate Officers. The Board from time to time may elect or appoint other officers, including one or more Assistant Treasurers and one or more Assistant Secretaries, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-laws, or as the Board from time to time may determine.

Section 4. Removal. All officers shall be subject to removal at any time, with or without cause, by the affirmative vote of a majority of the directors then in office.

Section 5. Resignations. Any officer may resign at any time by giving written notice thereof to either the Board of Directors, the Chairman of the Board or of the Executive Committee, the President, a Vice President, the Secretary, or an Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these By-laws for the regular election or appointment to such office.

Section 7. The Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and at all stockholders' meetings, and shall perform such other and further duties as the Board of Directors may from time to time determine.

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Section 8. The Chairman of the Executive Committee. The Chairman of the Executive Committee shall preside at all meetings of the Executive Committee and, in the absence of the Chairman of the Board and a Vice Chairman of the Board, shall preside at all meetings of the Board of Directors and at all stockholders' meetings, and shall perform such other and further duties as the Board of Directors may from time to time determine.

Section 9. The President. The President, in the absence of the Chairman of the Board, a Vice Chairman of the Board (is any) and the Chairman of the Executive Committee, shall preside at all meetings of stockholders and of the Board of Directors at which he is present. He shall have general charge of the property, business and affairs of the Corporation. He shall also do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 10. Vice President. Any Vice President, unless limited in his powers by the Board of Directors, may, in the absence or inability of the President to act, perform the duties and exercise the powers of the President and shall perform such other duties as the President or the Board of Directors shall prescribe.

Section 11. The Treasurer. The Treasurer shall have the custody and control of all of the funds and securities of the Corporation, except as otherwise provided by the Board of Directors, and shall be responsible for all monies and other property of the Corporation in his custody, and shall perform all duties incident to the office of Treasurer, and such other duties as may from time to time be assigned to him by the Board of Directors. He shall render to the Chairman of the Board, the Chairman of the Executive Committee, the President, the Chief Financial Officer (if any), and directors at all regular meetings of the Board of Directors or whenever any such officer or the Board of Directors may so require a full statement of the financial condition of the Corporation.

Section 12. Assistant Treasurers. Any Assistant Treasurer shall, in the absence or inability of the Treasurer to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the President or the Board of Directors shall prescribe.

Section 13. The Secretary. The Secretary shall keep minutes of all proceedings of the Board of Directors and the Executive Committee and the minutes of all meetings of the stockholders and shall record all the votes of the stockholders, directors and members of the Executive Committee in books provided and kept for that purpose; he shall extend to the giving and serving of all notices for the Corporation; he shall have charge of the books and records of the Corporation; he shall have custody of the seal of the Corporation and shall affix the same to any instrument or document which requires the seal of the Corporation; and he shall perform all the duties incident to the office of Secretary and such other duties as may be assigned to him from time to time by the Board of Directors.

Section 14. Assistant Secretary. Any Assistant Secretary shall, in the absence or inability of the Secretary to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the President or the Board of Directors shall prescribe.

Section 15. Salaries. The salaries of the officers shall from time to time be fixed by the Board of Directors. No officer, employee or agent shall be prevented from receiving a salary or other compensation by reason of the fact that he is also a director of the Corporation.

Section  16.  Surety  Bonds.  The  Board  of  Directors  may  require  any officer,  agent or employee of the Corporation to give security for the faithful performance of his duties.

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Section 17. Honorary Chairman of the Board. In addition to the Officers hereinbefore provided for, the Board of Directors may appoint an Honorary Chairman of the Board, who shall have such duties and authority consistent with his title, as shall be assigned to him from time to time by the Board of Directors.

Section 18. Vice Chairman of the Board. The Vice Chairman of the Board shall, in the absence or inability of the Chairman of the Board to act, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors shall prescribe.

Section 19. Chief Financial Officer. The Chief Financial Officer shall supervise the performance of the Treasurer's duties and be responsible for the financial affairs of the Corporation, and otherwise perform such duties as may from time to time be assigned to him by the Board of Directors.

ARTICLE VI

Reimbursement and Indemnification of Directors,

Officers and Employees

Section 1. Reimbursement. Each director, officer and employee of the Corporation shall be entitled to reimbursement for his reasonable expenses incurred in connection with his attention to the affairs of the Corporation, including attendance at meetings.

Section 2. (a) Indemnification. The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, including an action by or in the right of any corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Corporation served in any capacity at the request of the Corporation (such requests to serve an employee benefit plan being further described in the Business Corporation Law of the State of New York), by reason of the fact that he, his testator or intestate, was a director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal thereof, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation and, in criminal actions or proceedings, in addition, had not reasonable cause to believe that his conduct was unlawful, such indemnification be made to the full extent permitted under the Business Corporation Law of the State of New York ("Business Corporation Law").

(b) Expenses incurred in defending a civil or criminal action or proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding, subject to the provisions of the Business Corporation Law regarding the repayment of such advances where the person receiving such advancement or allowance is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the Corporation or allowed by the court exceed the indemnification to which he is entitled.

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(c) If, under this article, any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders, the Corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

(d) Subject to limitations or restrictions described in the Business Corporation Law, the Corporation shall have the power to purchase and maintain insurance:

(1) To indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this article, and

(2) To indemnify directors and officers in instances in which they may be indemnified by the Corporation under the provisions of this article, and

(3) To indemnify directors and officers in instances in which they may not otherwise be indemnified by the Corporation under the provisions of this article provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the superintendent of insurance of the State of New York, for a retention amount and for co insurance.

(e) The Corporation shall, within the time and to the persons provided in paragraph (c), above, mail a statement in respect of any insurance it has purchased or renewed under section (d) specifying the insurance carrier, date of the contract, cost of the insurance, corporate positions insured, and a statement explaining all sums, not previously reported in a statement to shareholders, paid under any indemnification insurance contract.

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ARTICLE VII

Capital Stock

Section 1. Certificates of Stock. Every stockholder of the Corporation shall be entitled to a certificate or certificates, signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and sealed with the seal of the Corporation, certifying the number and class of shares of the stock of the Corporation owned by him; provided, however, that where such certificates are signed by a transfer agent or a transfer clerk and by a registrar, the signature of any President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be facsimile. In case any such officer who has signed or whose facsimile signature has been placed upon any such certificate shall have ceased to be such officer before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such officer had not ceased to be such at the date of its issue. The seal of the Corporation on the certificate may be a printed or engraved facsimile thereof. The certificates of shares of the stock of the Corporation, whether temporary or definitive, shall be in such form as shall be approved by the Board of Directors. The certificates for shares of stock shall be consecutively numbered and the names and addresses of all persons owning shares of capital stock of the corporation, with the number of shares owned by each and the date or dates of issue of the shares of stock held by each, shall be entered in books kept for that purpose by the proper officers or agents of the Corporation.

Section 2. Lost or Destroyed Certificates. Any person claiming that a certificate of stock has been lost or destroyed shall make an affidavit or affirmation of that fact, and shall, if required by the Board of Directors, advertise the same in such manner as the Board of Directors may require, and shall give the corporation and its transfer agents and registrars, if any, a bond of indemnity, in an amount and form approved by the Board of Directors and with one or more sureties satisfactory to the Board of Directors, to indemnify the Corporation and its transfer agents and registrars, if any, against any liability or expense which may be incurred by reason of the original certificate remaining outstanding; whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed; but always subject to the approval of the Board of Directors and, if required by the Board, a final order or decree of a court of competent jurisdiction adjudicating the right of any such person to receive a new certificate shall be obtained by such person. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3. Transfers of Shares of Stock. Shares of stock shall be transferable on the books of the Corporation by the holder of record thereof or by his attorney thereunto duly authorized but only upon the surrender and cancellation of the certificate or certificates therefor. Except in cases of lost or destroyed certificates, and in such cases only after conforming to the requirements of Section 2 of this Article, no new certificates shall be issued until the former certificates for the shares represented thereby shall have been surrendered and cancelled. The corporation, and its transfer agents or clerks and registrars, if any, shall be entitled to treat the owner of record of any share or shares of stock as the owner in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in, such share or shares on the part of any other person, whether or not it has actual or other notice thereof, except as expressly provided by the laws of the State of New York.

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Section 4. Regulations. Subject to the provisions of this Article, the Board of Directors shall have the power and authority to make such regulations as it may deem expedient concerning the issue, transfer and registration of a stock.

Section 5. Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates to bear the signature of either or both. The Corporation may, if so provided by the Board of Directors, act as its own transfer agent or registrar.

ARTICLE VIII

Dividends

Section 1. Dividends. Subject to the provision of the laws of the State of New York and the certificate of incorporation, the Board of Directors in its discretion from time to time may declare dividends upon the stock of the Corporation out of the surplus of the Corporation.

ARTICLE IX

Contracts, Instruments, Checks, etc.

Section 1. Execution of checks, drafts, etc. All checks, drafts, orders for the payment of money, notes or other evidence of indebtedness shall be signed by such officer or officers or other persons as the Board of Directors may from time to time designate.

Section 2. Loans. No loan shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name unless authorized by the vote of the Board of Directors. When authorized by the Board of Directors so to do, any officer or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation. Such authority may be general or confined to specific instances.

Section 3. Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of this Corporation may be executed and delivered from time to time on behalf of this Corporation by the Chairman of the Board, the President or a Vice President and the Secretary or an Assistant Secretary of this Corporation or by any person or persons thereunto authorized by the Board of Directors.

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ARTICLE X

[Eliminated by approval of stockholders at Meeting held November 9, 2004]

.

ARTICLE XI

Notices and Waivers

Section 1. Notices. Unless otherwise in these By-laws provided, any notice required to be given under these By-laws may be given by mailing the same, postage prepaid, or by prepaid telegram, radiogram or cable, addressed to the person entitled thereto at his last known address as it appears on the books of the Corporation, unless such person shall have designated in writing some other address to which such notices are to be sent, in which case such notice shall be directed to him at the address so designated. Such notice shall be deemed to be given at the time of such mailing, telegraphing, radiographing or cabling.

Section 2. Waiver of Notice. Whenever under the provisions of any law or under the provisions of the certificate of incorporation or these By-laws, the Corporation or the Board of Directors or any committee thereof is authorized to take any action after notice to its stockholders or members or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if at any time before or after such action be completed, such requirements be waived in writing (which shall include telegraphing, radioing and cabling) by the person or persons entitled to said notice or entitled to participate in the action to be taken or, in the case of a stockholder, by his attorney thereunto authorized.

ARTICLE XII

Miscellaneous

Section 1. The seal of the Corporation shall be circular in form, with the words "Sonesta International Hotels Corporation" in the circumference thereof and in the center of said seal the words "Incorporated in New York". Said seal shall be in the charge of the Secretary, to be used as directed by the Board of Directors so far as may be permitted by law, and shall be subject to change by the Board of Directors.

Section 2. Fiscal  Year.  The fiscal  year of the  Corporation  shall  begin and end on such dates as shall be determined by the Board of Directors.

Section 3. Books of the Corporation. The books of the Corporation (except as otherwise at any time may be required by law) shall be kept at such place or places within or without the State of New York as the Board of Directors may from time to time determine.

Section 4. Inspection of Books. The Board of Directors may from time to time determine whether and to what extent and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any document, book or account of the Corporation except as conferred by statute, unless authorized by resolution of the stockholders or the Board of Directors.

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Section 5. Definitions. In these By-laws, the term "certificate of incorporation" shall mean the certificate of consolidation forming Hotel Corporation of America, as amended by any certificates filed pursuant to law, and the term "By-laws" shall mean these By-laws and any amendments thereof.

ARTICLE XIII

Amendments

The Board of Directors, by vote of a majority of the number of directors then authorized by the By-laws, shall have power to make, alter, amend and rescind any By-law or By-laws, and any By-laws made by the Board of Directors may be altered, amended or rescinded by the stockholders at any annual meeting or at any special meeting of stockholders, provided that notice of any proposed By-laws or the proposed alteration, amendment, or rescission be contained in the notice of the stockholders' meeting. The annual report to stockholders, or any proxy statement in connection with any annual meeting, shall include a concise statement of all changes in the By-laws made by the Board of Directors since the preceding annual meeting.

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EX-3.3

Exhibit 3.3

BY-LAWS

OF

SONESTA INTERNATIONAL HOTELS CORPORATION

(Formerly Hotel Corporation of America)

EFFECTIVE AS OF APRIL 1, 1948

WITH ALL AMENDMENTS TO APRIL 03, 2008 MARCH 19, 2009

Certified to be a true and correct copy

Peter J. Sonnabend, Secretary

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BY-LAWS

of

SONESTA INTERNATIONAL HOTELS CORPORATION

ARTICLE I

Offices

Section 1. Principal Office. The location of the principal office of the Corporation shall be at 200 Clarendon Street, Boston, Massachusetts, or at such other place as the Board of Directors may from time to time prescribe.

Section 2. Other Offices. The Corporation may, in addition to its principal office, have offices at such other places, either within or without the State of New York, as the Board of Directors may from time to time appoint.

ARTICLE II

Meetings of Stockholders

Section 1. Annual Meeting. A meeting of all holders of stock of the Corporation entitled to vote shall be held in the month of May each year for the purpose of electing a Board of Directors and for the transaction of such other business as may properly come before the meeting. The meeting shall be called for such day, which shall not be a legal holiday, and for such hour as shall be fixed by the Board of Directors and set forth in the notice of the meeting.

Section 2. Special Meeting. Special meetings of stockholders, other than those regulated by statute, may be called at any time by the Board of Directors, and it shall be the duty of such Board to call such meeting forthwith whenever so requested in writing directed to the Chairman of the Board or the President by the holders of stock entitled to cast at least five percent (5%) of the votes of which the holders of all outstanding stock in the aggregate are entitled, which request shall state the purpose or purposes of the proposed meeting.

Section 3. Place of Meeting. Annual and special meetings of the stockholders shall be held at such place as the Board of Directors may by resolution from time to time determine.

Section 4. Notice of Meetings of Stockholders. A written or printed notice of every meeting of stockholders, signed by the President or a Vice President, or the Secretary or an Assistant Secretary, stating the purpose or purposes for which the meeting is called and the time when and the place within the State whereit is to be held, shall be served either personally or by mail, upon each stockholder of record entitled to vote at such meeting, and upon each stockholder of record, who by reason of any action proposed at such meeting would be entitled to have his stock appraised if such action were taken, not less than ten nor more than forty days before the meeting. If mailed, it shall be directed to a stockholder at his address as it appears on the stock-book unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. No notice of any adjourned meeting need be given other than by announcement of the time and place of such adjournment at any meeting.

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Section 5. Quorum. Except as otherwise provided by law or in the certificate of incorporation, at all meetings of stockholders, the presence in person or by proxy of the holders of record of stock of the Corporation entitled to cast one-third of the votes to which the holders of all outstanding stock in the aggregate are entitled to cast for any item of business, shall be necessary to constitute a quorum for the transaction of such business. In the absence of a quorum, the holders of stock, present in person or by proxy, entitled to cast a majority of all votes which might be cast at such meeting by the stockholders present in person or by proxy, may adjourn the meeting from time to time, without further notice other than by announcement at the meeting, until the holders of the amount of stock requisite to constitute a quorum shall be present. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been then present.

In the event that the holders of any class of stock or any series of any class of stock are entitled to vote separately as a class with respect to the transaction of any business, the presence, in person or by proxy, of the holders of record of one-third of the outstanding stock of such class or series, as the case may be, shall be necessary to constitute a quorum of such class or series.

At any meeting for the election of Directors, the absence of a quorum of the Preferred Stock shall not prevent the election of the Directors to be elected by the holders of the Common Stock and the absence of a quorum of the Common Stock shall not prevent the election of the Directors to be elected by the holders of the Preferred Stock, and in the absence of such quorum, either of the Preferred Stock or of the Common Stock, a majority of the holders present, in person or by proxy, of the class of stock which lacks a quorum, shall have power to adjourn the meeting for the election of the Directors which they are entitled to elect, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

So long as any Preferred Stock remains outstanding, the two directors to be elected by the holders of Preferred Stock (and their successors) shall be designated as Preferred Stock directors and their places on the Board shall be designated as Preferred Stock directorships; the remaining directors (and their successors) shall be designated as Common Stock directors and their places on the Board shall be designated as Common Stock directorships.

Section 6. Order of Business. The order of business at each meeting of stockholders, unless otherwise directed by such meeting by majority vote, shall be determined by the presiding officer.

Section 7. Closing of Stock Transfer Books and Determination of Stockholders of Record. The Board of Directors may from time to time prescribe a period, not exceeding fifty days prior to the date of any meeting of stockholders or prior to the last date on which the consent or dissent of stockholders may be effectively expressed for any purpose without a meeting, or preceding the date fixed for the payment of any dividend, the making of any distribution, or the allotment of rights, or preceding the date when any change, conversion or exchange of capital stock shall go into effect, during which no transfer of stock on the books of the Corporation may be made; or in lieu of prohibiting the transfer of stock may fix a time not more than fifty days prior to the date of any meeting of stockholders or prior to the last date on which the consent or dissent of stockholders may be effectively expressed for any purpose without a meeting or preceding the date fixed for the payment of any dividend, the making of any distribution or the allotment of rights, or preceding the date when any change, conversion or exchange of capital stock shall go into effect, as the time as of which stockholders entitled to notice of and to vote at such a meeting or whose consent or dissent is required or may be expressed for any purpose as the case may be, shall be determined, or as the time for the determination of the stockholders entitled to receive any such dividend, distribution or rights or participate in such change, conversion or exchange of capital stock; and only such persons who are holders of record of voting stock at such time shall be entitled to notice of and to vote at such meeting or to express their consent or dissent as the case may be, and only stockholders of record at the time so fixed shall be entitled to receive such dividend, distribution or rights or participate in such change, conversion or exchange of capital stock.

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Section 8. Voting. (a) Except as otherwise provided by law or in the certificate of incorporation and subject to the provisions of the By-laws with respect to the closing of the transfer books and the fixing of a record date for the determination of stockholders entitled to vote, at each meeting of stockholders of the Corporation, the holders of record of stock entitled to vote shall be entitled to one vote for each share of such stock held by them respectively.

(b) Every stockholder entitled to vote may vote in person or by proxy. All proxies shall be in writing, signed by the stockholder or his duly authorized attorney, but no proxy shall be valid after the expiration of eleven months from the date of its execution unless the person executing it shall have specified therein its duration.

(c) No stock owned by the Corporation shall be voted, nor shall any stock so owned be counted in determining the number necessary to constitute a quorum or whether a quorum is present at any meeting.

(d) The vote for directors, and upon the demand of any stockholder, the vote upon any question before the meeting shall be by ballot; and except as otherwise provided by law or by the certificate of incorporation, or by these By-laws, all elections of directors shall be decided by a plurality of the votes cast and all other matters shall be decided by a majority of the votes cast.

Section 9. Inspectors. At each meeting of the stockholders, the polls shall be opened and closed, the proxies and ballots shall be received and be taken in charge, and all questions touching the qualification of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by two inspectors. Such inspectors shall be appointed by the Board of Directors before the meeting, or, if no such appointment shall have been made, then by the stockholders present at the meeting, by a per capita vote. If, for any reason, any of the inspectors appointed shall fail to attend, or refuse or be unable to serve, inspectors in place of any so failing to attend, or refusing or unable to serve, shall be appointed in like manner. Such inspectors, before entering upon the discharge of their duties, shall be sworn faithfully to execute the duties of inspectors at such meeting with

strict impartiality, and according to the best of their ability, and the oath so taken shall be subscribed by them.

ARTICLE III

Board of Directors

Section 1. Powers, Number and Term of Office. The property, business and affairs of the corporation shall be managed and controlled by a Board of Directors, nineten in number, none of whom need be stockholders; provided, however, that within the limits prescribed in the certificate of incorporation, the number of directors may from time to time be increased, and the additional director or directors may be elected, or the number of directors may from time to time be decreased, in either case by resolution passed by the majority vote of the directors then in office or such number may be increased or decreased by amendment of these by-laws. The directors, except as otherwise provided in the certificate of incorporation or the by-laws, shall be elected by ballot at the annual meeting of the stockholders and shall continue in office until the next annual meeting of stockholders and until their respective successors shall have been elected and shall qualify, or until their death or until they shall resign or be removed in the manner provided in Section 2 of this Article.

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Section 2. Resignations and Removal. (a) Any director may resign at any time by giving written notice of such resignation to either the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary or an Assistant Secretary of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or by any such officer.

(b) The stockholders may, at any meeting called for that purpose, remove any director for cause, by majority vote cast at said meeting, and may fill the vacancy created by any such removal; provided, however, that any director elected by a class vote, as provided in the certificate of incorporation, shall be removed, and his vacancy filled, only by vote of the stockholders of the class by which he was elected.

Section 3. Vacancies. Any vacancy occurring in the Board of Directors by reason of death, resignation, or inability to serve, or the failure of the stockholders to fill the vacancy caused by the removal of a director, or for any other cause, may be filled by a majority vote of the remaining directors, provided a quorum is present, at any special meeting called for that purpose or at any regular meeting of the Board of Directors. Any such vacancy may also be filled by the stockholders entitled to vote at any meeting held during the existence of such vacancy, provided that the notice of such meeting shall have mentioned such vacancy or expected vacancy. In the event that, because of a vacancy or vacancies, the remaining directors are insufficient in number to constitute a quorum, such vacancy or vacancies may be filled only by the stockholders entitled to vote at a special meeting which shall be called forthwith by the Board of Directors. If any vacancy shall occur by reason of the death, resignation or otherwise of a director elected by a class vote and if such vacancy is to be filled by vote of the stockholders, such vacancy shall be filled only by vote of the stockholders of such class. If the number of directors at any time authorized by the by-laws shall be increased by the stockholders by amendment of the certificate of incorporation or the by-laws, the additional directors authorized by such increase may be elected by vote of the stockholders at the meeting authorizing such increase, or if not so elected, such additional directors may be elected by unanimous vote of the directors then in office.

Section 4. Organization Meetings of the Board of Directors. After each annual election of Directors, the newly elected directors shall meet as soon as possible for the purpose of organization, the election and appointment of officers and the transaction of other business.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place (within or outside the State of New York) as the Board of Directors shall from time to time designate, and the Board, in fixing the time and place for holding such regular meetings, may provide that no notice thereof, except for the first meeting held at such designated time and place, shall be necessary; provided, however, that a copy of every resolution of the Board of Directors fixing the time and place of such regular meetings shall be mailed to every director at least five days prior to the first meeting held in pursuance thereof.

Section 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the Chairman of the Executive Committee, the President, or by three or more of the Directors then in office. Special meetings of the Board of Directors shall be held at such place (within or outside the State of New York) as shall be specified in the notice of meeting.

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Section 7. Notice of Meeting. The Secretary or an Assistant Secretary of the Corporation shall give notice to each director of each regular meeting unless notice thereof shall be dispensed with as provided in Section 5 of this Article, and of each Special Meeting, by mailing the same, postage prepaid, or by cabling, telegraphing or radioing the same at least five days before such meeting directed to him at his last known address as it appears on the records of the Corporation, or by personally telephoning or personal delivery of the same, not later than two days before the day of such meeting. Such notice shall state the time and place of the meeting.

Section 8. Quorum. The presence of a majority of the number of directors then authorized by the By-laws shall be necessary and sufficient to constitute a quorum for the transaction of business, but a majority of those present at any regular or special meeting, if there be less than a quorum, may adjourn the same from time to time without notice until a quorum be present. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise provided by law or by the certificate of incorporation or by the By-laws. Any one or more members of the Board or any Committee thereof may participate in a meeting of such Board or Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 9. Organization. At all meetings of the Board, the Chairman of the Board, or, in his absence, the Chairman of the Executive Committee, the President or a Vice President if he is a member of the Board, in that order, or, in the absence of each such officer, any director chosen by the Board, shall preside. The Secretary or an Assistant Secretary of the Corporation or, in the absence of the Secretary and Assistant Secretary, a person chosen by the meeting shall act as secretary thereof and shall keep a record of the proceedings of the meeting.

Section 10. Order of Business. The order of business at each meeting of the Board of Directors, unless otherwise directed by the affirmative vote of a majority of the members of such Board present at such meeting, shall be determined by the presiding officer.

Section 11. Compensation of Directors. The Board of Directors may determine the compensation to be paid to directors for their services, and, in addition, may provide for reimbursement of their expenses incident thereto. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as a committee member, officer, agent or otherwise and receiving compensation therefor.

Section 12. Unanimous Written Consent. Any action by the Board or any Committee thereof may be taken without a meeting if the resolution and written consents thereto are signed by all members of the Board or Committee and are filed with the Record of the Meeting. Such consents shall be treated as a vote of the Board or Committee for all purposes.

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ARTICLE IV

Executive and Other Committees

Section 1. Executive Committee. The Board of Directors, by resolution passed by a majority of the number of directors then authorized by the By-laws, may appoint an Executive Committee of not less than three and not more than seven directors, including the President, to serve at the pleasure of the Board, and may designate one of the members as Chairman of the Committee. The members of the Executive Committee shall hold office until the first meeting of the Board of Directors after the next annual meeting of stockholders and until their successors are elected or until they shall cease to be directors or until their death or until they shall resign or be removed in the manner provided in Section 4 of this Article.

Section 2. Powers. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors in the management of the business, affairs and property of the Corporation, in all cases where specific directions shall not have been given by the Board of Directors, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it. See Section 712(a) New York Business Corporation Law.

Section 3. Procedure. The Executive Committee shall, subject to any direction by the Board of Directors, fix its own rules of procedure and shall meet where and when provided by such rules. The presence of a majority of the members of the Executive Committee then in office shall be necessary to constitute a quorum and the act of a majority of the members, but not less than two, present at any meeting at which there is a quorum shall be the act of the Executive Committee. All action by the Executive Committee shall be recorded in a minute book and reported to the Board of Directors at the first regular meeting of the Board held following any such action, or at any special meeting if so requested.

Section 4. Resignation and Removal. Any member of the Executive Committee may resign at any time by giving written notice of such resignation to either the Board of Directors, the Chairman of the Board, the Chairman of the Executive Committee, the President, a Vice President, the Secretary or an Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt by the Board or by any such officer. Any member of the Executive Committee may be removed, either with or without cause, at any time by the affirmative vote of a majority of the number of directors then authorized by the By-laws at any meeting of the Board of Directors.

Section 5. Vacancies. If any vacancy shall occur in the Executive Committee by reason of death, resignation, removal, disqualification or otherwise, the remaining members, if not less than three, shall continue to act; and such vacancy or vacancies may be filled at any meeting of the Board of Directors by resolution passed by a majority of the number of directors then authorized by the By-laws.

Section 6. Other Committees. The Board of Directors, by the affirmative vote of the majority of the number of directors then authorized by the By-laws, may also appoint other standing committees and special committees for any lawful purpose or purposes. Such committees shall have such powers and duties as shall be specified in the respective resolutions of appointment.

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Section 7. Compensation. The Board of Directors may determine the compensation to be paid for their services to members of any committee authorized by these By-laws, and, in addition, may provide for reimbursement of their expenses incident thereto. Nothing herein contained shall be construed to preclude any committee member from serving the Corporation in any other capacity as a director, officer, agent or otherwise and receiving compensation therefor.

ARTICLE V

Officers

Section 1. Number. The officers of the Corporation shall consist of a Chairman of the Board, a Chairman of the Executive Committee, a President, one or more Vice Presidents (one of whom may be designated the Executive Vice President, if the Board of Directors shall so determine), a Treasurer, a Secretary, and such additional officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article, and may include a Vice Chairman of the Board and/or a Chief Financial Officer (if the Board of Directors shall so determine). The same person may hold concurrently any two or more offices, except those of President and Vice President, but no officer shall sign any documents in more than one capacity. All such officers, in the exercise and discharge of their powers and duties, shall be subject to the control and direction of the Board of Directors and the Executive Committee.

Section 2. Election, Term of Office and Qualifications. Each officer specifically designated in Section 1 of this Article shall be chosen by the Board of Directors and shall hold his office until his successor shall have been duly chosen and qualified or until his death, resignation or removal. The Chairman of the Board, the Vice Chairman of the Board (if any), the Chairman of the Executive Committee and the President shall be and remain directors. No other officer need be a director.

Section 3. Subordinate Officers. The Board from time to time may elect or appoint other officers, including one or more Assistant Treasurers and one or more Assistant Secretaries, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-laws, or as the Board from time to time may determine.

Section 4. Removal. All officers shall be subject to removal at any time, with or without cause, by the affirmative vote of a majority of the directors then in office.

Section 5. Resignations. Any officer may resign at any time by giving written notice thereof to either the Board of Directors, the Chairman of the Board or of the Executive Committee, the President, a Vice President, the Secretary, or an Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these By-laws for the regular election or appointment to such office.

Section 7. The Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and at all stockholders' meetings, and shall perform such other and further duties as the Board of Directors may from time to time determine.

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Section 8. The Chairman of the Executive Committee. The Chairman of the Executive Committee shall preside at all meetings of the Executive Committee and, in the absence of the Chairman of the Board and a Vice Chairman of the Board, shall preside at all meetings of the Board of Directors and at all stockholders' meetings, and shall perform such other and further duties as the Board of Directors may from time to time determine.

Section 9. The President. The President, in the absence of the Chairman of the Board, a Vice Chairman of the Board (is any) and the Chairman of the Executive Committee, shall preside at all meetings of stockholders and of the Board of Directors at which he is present. He shall have general charge of the property, business and affairs of the Corporation. He shall also do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 10. Vice President. Any Vice President, unless limited in his powers by the Board of Directors, may, in the absence or inability of the President to act, perform the duties and exercise the powers of the President and shall perform such other duties as the President or the Board of Directors shall prescribe.

Section 11. The Treasurer. The Treasurer shall have the custody and control of all of the funds and securities of the Corporation, except as otherwise provided by the Board of Directors, and shall be responsible for all monies and other property of the Corporation in his custody, and shall perform all duties incident to the office of Treasurer, and such other duties as may from time to time be assigned to him by the Board of Directors. He shall render to the Chairman of the Board, the Chairman of the Executive Committee, the President, the Chief Financial Officer (if any), and directors at all regular meetings of the Board of Directors or whenever any such officer or the Board of Directors may so require a full statement of the financial condition of the Corporation.

Section 12. Assistant Treasurers. Any Assistant Treasurer shall, in the absence or inability of the Treasurer to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the President or the Board of Directors shall prescribe.

Section 13. The Secretary. The Secretary shall keep minutes of all proceedings of the Board of Directors and the Executive Committee and the minutes of all meetings of the stockholders and shall record all the votes of the stockholders, directors and members of the Executive Committee in books provided and kept for that purpose; he shall extend to the giving and serving of all notices for the Corporation; he shall have charge of the books and records of the Corporation; he shall have custody of the seal of the Corporation and shall affix the same to any instrument or document which requires the seal of the Corporation; and he shall perform all the duties incident to the office of Secretary and such other duties as may be assigned to him from time to time by the Board of Directors.

Section 14. Assistant Secretary. Any Assistant Secretary shall, in the absence or inability of the Secretary to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the President or the Board of Directors shall prescribe.

Section 15. Salaries. The salaries of the officers shall from time to time be fixed by the Board of Directors. No officer, employee or agent shall be prevented from receiving a salary or other compensation by reason of the fact that he is also a director of the Corporation.

Section  16.  Surety  Bonds.  The  Board  of  Directors  may  require  any officer,  agent or employee of the Corporation to give security for the faithful performance of his duties.

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Section 17. Honorary Chairman of the Board. In addition to the Officers hereinbefore provided for, the Board of Directors may appoint an Honorary Chairman of the Board, who shall have such duties and authority consistent with his title, as shall be assigned to him from time to time by the Board of Directors.

Section 18. Vice Chairman of the Board. The Vice Chairman of the Board shall, in the absence or inability of the Chairman of the Board to act, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors shall prescribe.

Section 19. Chief Financial Officer. The Chief Financial Officer shall supervise the performance of the Treasurer's duties and be responsible for the financial affairs of the Corporation, and otherwise perform such duties as may from time to time be assigned to him by the Board of Directors.

ARTICLE VI

Reimbursement and Indemnification of Directors,

Officers and Employees

Section 1. Reimbursement. Each director, officer and employee of the Corporation shall be entitled to reimbursement for his reasonable expenses incurred in connection with his attention to the affairs of the Corporation, including attendance at meetings.

Section 2. (a) Indemnification. The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, including an action by or in the right of any corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Corporation served in any capacity at the request of the Corporation (such requests to serve an employee benefit plan being further described in the Business Corporation Law of the State of New York), by reason of the fact that he, his testator or intestate, was a director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal thereof, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation and, in criminal actions or proceedings, in addition, had not reasonable cause to believe that his conduct was unlawful, such indemnification be made to the full extent permitted under the Business Corporation Law of the State of New York ("Business Corporation Law").

(b) Expenses incurred in defending a civil or criminal action or proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding, subject to the provisions of the Business Corporation Law regarding the repayment of such advances where the person receiving such advancement or allowance is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the Corporation or allowed by the court exceed the indemnification to which he is entitled.

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(c) If, under this article, any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders, the Corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

(d) Subject to limitations or restrictions described in the Business Corporation Law, the Corporation shall have the power to purchase and maintain insurance:

(1) To indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this article, and

(2) To indemnify directors and officers in instances in which they may be indemnified by the Corporation under the provisions of this article, and

(3) To indemnify directors and officers in instances in which they may not otherwise be indemnified by the Corporation under the provisions of this article provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the superintendent of insurance of the State of New York, for a retention amount and for co insurance.

(e) The Corporation shall, within the time and to the persons provided in paragraph (c), above, mail a statement in respect of any insurance it has purchased or renewed under section (d) specifying the insurance carrier, date of the contract, cost of the insurance, corporate positions insured, and a statement explaining all sums, not previously reported in a statement to shareholders, paid under any indemnification insurance contract.

ARTICLE VII

Capital Stock

Section 1. Certificates of Stock. Every stockholder of the Corporation shall be entitled to a certificate or certificates, signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and sealed with the seal of the Corporation, certifying the number and class of shares of the stock of the Corporation owned by him; provided, however, that where such certificates are signed by a transfer agent or a transfer clerk and by a registrar, the signature of any President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be facsimile. In case any such officer who has signed or whose facsimile signature has been placed upon any such certificate shall have ceased to be such officer before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such officer had not ceased to be such at the date of its issue. The seal of the Corporation on the certificate may be a printed or engraved facsimile thereof. The certificates of shares of the stock of the Corporation, whether temporary or definitive, shall be in such form as shall be approved by the Board of Directors. The certificates for shares of stock shall be consecutively numbered and the names and addresses of all persons owning shares of capital stock of the corporation, with the number of shares owned by each and the date or dates of issue of the shares of stock held by each, shall be entered in books kept for that purpose by the proper officers or agents of the Corporation.

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Section 2. Lost or Destroyed Certificates. Any person claiming that a certificate of stock has been lost or destroyed shall make an affidavit or affirmation of that fact, and shall, if required by the Board of Directors, advertise the same in such manner as the Board of Directors may require, and shall give the corporation and its transfer agents and registrars, if any, a bond of indemnity, in an amount and form approved by the Board of Directors and with one or more sureties satisfactory to the Board of Directors, to indemnify the Corporation and its transfer agents and registrars, if any, against any liability or expense which may be incurred by reason of the original certificate remaining outstanding; whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed; but always subject to the approval of the Board of Directors and, if required by the Board, a final order or decree of a court of competent jurisdiction adjudicating the right of any such person to receive a new certificate shall be obtained by such person. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3. Transfers of Shares of Stock. Shares of stock shall be transferable on the books of the Corporation by the holder of record thereof or by his attorney thereunto duly authorized but only upon the surrender and cancellation of the certificate or certificates therefor. Except in cases of lost or destroyed certificates, and in such cases only after conforming to the requirements of Section 2 of this Article, no new certificates shall be issued until the former certificates for the shares represented thereby shall have been surrendered and cancelled. The corporation, and its transfer agents or clerks and registrars, if any, shall be entitled to treat the owner of record of any share or shares of stock as the owner in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in, such share or shares on the part of any other person, whether or not it has actual or other notice thereof, except as expressly provided by the laws of the State of New York.

Section 4. Regulations. Subject to the provisions of this Article, the Board of Directors shall have the power and authority to make such regulations as it may deem expedient concerning the issue, transfer and registration of a stock.

Section 5. Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates to bear the signature of either or both. The Corporation may, if so provided by the Board of Directors, act as its own transfer agent or registrar.

ARTICLE VIII

Dividends

Section 1. Dividends. Subject to the provision of the laws of the State of New York and the certificate of incorporation, the Board of Directors in its discretion from time to time may declare dividends upon the stock of the Corporation out of the surplus of the Corporation.

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ARTICLE IX

Contracts, Instruments, Checks, etc.

Section 1. Execution of checks, drafts, etc. All checks, drafts, orders for the payment of money, notes or other evidence of indebtedness shall be signed by such officer or officers or other persons as the Board of Directors may from time to time designate.

Section 2. Loans. No loan shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name unless authorized by the vote of the Board of Directors. When authorized by the Board of Directors so to do, any officer or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation. Such authority may be general or confined to specific instances.

Section 3. Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of this Corporation may be executed and delivered from time to time on behalf of this Corporation by the Chairman of the Board, the President or a Vice President and the Secretary or an Assistant Secretary of this Corporation or by any person or persons thereunto authorized by the Board of Directors.

ARTICLE X

[Eliminated by approval of stockholders at Meeting held November 9, 2004]

.

ARTICLE XI

Notices and Waivers

Section 1. Notices. Unless otherwise in these By-laws provided, any notice required to be given under these By-laws may be given by mailing the same, postage prepaid, or by prepaid telegram, radiogram or cable, addressed to the person entitled thereto at his last known address as it appears on the books of the Corporation, unless such person shall have designated in writing some other address to which such notices are to be sent, in which case such notice shall be directed to him at the address so designated. Such notice shall be deemed to be given at the time of such mailing, telegraphing, radiographing or cabling.

Section 2. Waiver of Notice. Whenever under the provisions of any law or under the provisions of the certificate of incorporation or these By-laws, the Corporation or the Board of Directors or any committee thereof is authorized to take any action after notice to its stockholders or members or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if at any time before or after such action be completed, such requirements be waived in writing (which shall include telegraphing, radioing and cabling) by the person or persons entitled to said notice or entitled to participate in the action to be taken or, in the case of a stockholder, by his attorney thereunto authorized.

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ARTICLE XII

Miscellaneous

Section 1. The seal of the Corporation shall be circular in form, with the words "Sonesta International Hotels Corporation" in the circumference thereof and in the center of said seal the words "Incorporated in New York". Said seal shall be in the charge of the Secretary, to be used as directed by the Board of Directors so far as may be permitted by law, and shall be subject to change by the Board of Directors.

Section 2. Fiscal  Year.  The fiscal  year of the  Corporation  shall  begin and end on such dates as shall be determined by the Board of Directors.

Section 3. Books of the Corporation. The books of the Corporation (except as otherwise at any time may be required by law) shall be kept at such place or places within or without the State of New York as the Board of Directors may from time to time determine.

Section 4. Inspection of Books. The Board of Directors may from time to time determine whether and to what extent and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any document, book or account of the Corporation except as conferred by statute, unless authorized by resolution of the stockholders or the Board of Directors.

Section 5. Definitions. In these By-laws, the term "certificate of incorporation" shall mean the certificate of consolidation forming Hotel Corporation of America, as amended by any certificates filed pursuant to law, and the term "By-laws" shall mean these By-laws and any amendments thereof.

ARTICLE XIII

Amendments

The Board of Directors, by vote of a majority of the number of directors then authorized by the By-laws, shall have power to make, alter, amend and rescind any By-law or By-laws, and any By-laws made by the Board of Directors may be altered, amended or rescinded by the stockholders at any annual meeting or at any special meeting of stockholders, provided that notice of any proposed By-laws or the proposed alteration, amendment, or rescission be contained in the notice of the stockholders' meeting. The annual report to stockholders, or any proxy statement in connection with any annual meeting, shall include a concise statement of all changes in the By-laws made by the Board of Directors since the preceding annual meeting.

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EX-31.A

Exhibit 31(a)

CERTIFICATION REQUIRED BY RULE

13a-14(a)/15d-14(a)

Under the Securities Exchange Act of 1934 as Amended

I, Boy van Riel, certify that:

1. I have reviewed this Report on Form 10-Q for the quarter ended March 31, 2009 of Sonesta International Hotels Corporation;

2. Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the  end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of registrant’s Board Directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 12, 2009 /s/ Boy van Riel  Name:   Boy van Riel Title:     Vice President and Treasurer

EX-31.B

Exhibit 31(b)

CERTIFICATION REQUIRED BY RULE

13a-14(a)/15d-14(a)

Under the Securities Exchange Act of 1934 as Amended

I, Peter J. Sonnabend, certify that:

1. I have reviewed this Report on Form 10-Q for the quarter ended March 31, 2009 of Sonesta International Hotels Corporation;

2. Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the  end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of registrant’s Board Directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 12, 2009 /s/ Peter J. Sonnabend                              Name:   Peter J. Sonnabend Title:     Executive Chairman of the Board

EX-31.C

Exhibit 31(c)

CERTIFICATION REQUIRED BY RULE

13a-14(a)/15d-

Under the Securities Exchange Act of 1934 as Amended 14(a)

I, Stephanie Sonnabend, certify that:

1. I have reviewed this Report on Form 10-Q for the quarter ended March 31, 2009 of Sonesta International Hotels Corporation;

2. Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the  end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of registrant’s Board Directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 12, 2009 /s/ Stephanie Sonnabend                                Name:   Stephanie Sonnabend Title:     Chief Executive Officer and President

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the filing of the Annual Report on Form 10-Q for the quarter ended March 31, 2009 (the “Report”) by Sonesta International Hotels Corporation (the “Company”), we, Peter J. Sonnabend, Stephanie Sonnabend and Boy van Riel, in our respective positions of Executive Chairman of the Board, CEO & President and Treasurer, hereby certify pursuant to 18 U.S.C. ss. 1350, that, to the best of our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Boston, May 12, 2009
By:	/s/ Peter J. Sonnabend
Name:  Peter J. Sonnabend
Title:  Executive Chairman of the Board
By:	/s/ Stephanie Sonnabend
Name:  Stephanie Sonnabend
Title:   Chief Executive Officer and President
By:	/s/ Boy van Riel
Name:   Boy van Riel
Title:   Vice President and Treasurer