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- S-4/A Registration of securities issued in business combination transactions
- 3.10 Certificate of Incorporation of Aid Ambulance at Vigo County, Inc
- 3.11 Bylaws of Aid Ambulance at Vigo County, Inc.
- 3.12 Certificate of Incorporation of Ambulance Transport Systems, Inc.
- 3.13 Bylaws of Ambulance Transport Systems, Inc.
- 3.14 Certificate of Incorporation of American Limousine Service, Inc.
- 3.15 Bylaws of American Limousine Service, Inc.
- 3.16 Certificate of Incorporation of Beacon Transportation, Inc.
- 3.17 Bylaws of Beacon Transportation, Inc.
- 3.21 Articles of Incorporation of Choice American Ambulance Service, Inc.
- 3.22 Bylaws of Choice American Ambulance Service, Inc.
- 3.23 Articles of Incorporation of Coastal Ems, Inc.
- 3.24 Bylaws of Coastal Ems, Inc.
- 3.25 Certificate of Incorporation of Corning Ambulance Service, Inc.
- 3.26 Bylaws of Corning Ambulance Service, Inc.
- 3.27 Certificate of Incorporation of Donlock, LTD.
- 3.28 First Amended & Restated Bylaws of Donlock, LTD.
- 3.29 Certificate of Incorporation of E.m.s. Ventures, Inc.
- 3.30 Bylaws of E.m.s. Ventures, Inc.
- 3.31 Articles of Incorporation of Ems Ventures of South Carolina, Inc.
- 3.32 Bylaws of Ems Ventures of South Carolina, Inc.
- 3.33 Articles of Incorporation of Eastern Ambulance Service, Inc.
- 3.34 Bylaws of Eastern Ambulance Service, Inc.
- 3.35 Certificate of Incorporation of Eastern Paramedics, Inc.
- 3.36 Bylaws of Eastern Paramedics, Inc.
- 3.37 Articles of Incorporation of Gold Cross Ambulance Services, Inc.
- 3.38 Bylaws of Gold Cross Ambulance Services, Inc
- 3.39 Certificate of Incorporation of Keefe & Keefe Ambulette, LTD.
- 3.40 Bylaws of Keefe & Keefe Ambulette, LTD.
- 3.41 Certificate of Incorporation of Keefe & Keefe, Inc.
- 3.42 Bylaws of Keefe & Keefe, Inc.
- 3.43 Certificate of Incorporation of Lasalle Ambulance, Inc.
- 3.44 Bylaws of Lasalle Ambulance, Inc.
- 3.45 Certificate of Incorporation of Medi-cab of Georgia, Inc.
- 3.46 Bylaws of Medi-cab of Georgia, Inc.
- 3.47 Articles of Incorporation of Medical Emergency Devices and Services (Meds) Inc.
- 3.48 First Amended and Restated Bylaws of Medical Emergency Devices and Services
- 3.49 Articles of Incorporation of Medical Transportation Services, Inc.
- 3.50 Bylaws of Medical Transportation Services, Inc.
- 3.51 Certificate of Incorporation of Medstar Emergency Medical Services, Inc.
- 3.52 Bylaws of Medstar Emergency Medical Services, Inc.
- 3.53 Articles of Incorporation of Mercury Ambulance Service, Inc.
- 3.54 Bylaws of Mercury Ambulance Service, Inc.
- 3.55 Articles of Incorporation of Metro Care Corp.
- 3.56 Code of Regulations of Metro Care Corp
- 3.57 Articles of Incorporation of Mobile Medical Transportation, Inc.
- 3.58 Restated Bylaws of Mobile Medical Transportation, Inc.
- 3.59 Articles of Incorporation of Mo-ro-ko, Inc.
- 3.60 Amended & Restated Bylaws of Mo-ro-ko, Inc.
- 3.61 Certificate of Incorporation of Multi Cab, Inc.
- 3.62 Bylaws of Multi Cab, Inc.
- 3.63 Certificate of Incorporation of Multi-care International, Inc.
- 3.64 Bylaws of Multi-care International, Inc.
- 3.67 Articles of Incorporation of Multi-health Corp.
- 3.68 Bylaws of Multi-health Corp.
- 3.69 Certificate of Incorporation of Myers Ambulance Service, Inc.
- 3.70 Bylaws of Myers Ambulance Service, Inc.
- 3.71 Certificate of Incorporation National Ambulance & Oxygen Service, Inc.
- 3.72 Bylaws of National Ambulance & Oxygen Service, Inc.
- 3.73 Articles of Incorporation of North Miss. Ambulance Service, Inc.
- 3.74 Bylaws of North Miss. Ambulance Service, Inc.
- 3.75 Articles of Incorporation of Professional Medical Services, Inc.
- 3.76 First Amended & Restated Bylaws of Professional Medical Services, Inc.
- 3.77 Certificate of Incorporation of Risc America Alabama Fire Safety Services, Inc.
- 3.78 Bylaws of Risc America Alabama Fire Safety Services, Inc
- 3.79 Certificate of Formation of RMC Corporate Center, L.L.C.
- 3.80 Limited Liability Company Agreement of RMC Corporate Center, LLC
- 3.81 Articles of Incorporation of RMC Insurance LTD.
- 3.82 General Bylaws of RMC Insurance LTD
- 3.83 Amended & Restated Articles of Incorporation of R/M Management Co., Inc.
- 3.84 Bylaws of R/M Management Co., Inc.
- 3.85 Certificate of Incorporation of R/M of Mississippi, Inc.
- 3.86 Bylaws of R/M of Mississippi, Inc.
- 3.87 Certificate of Incorporation of R/M of Tennessee G.P., Inc.
- 3.88 Bylaws of R/M of Tennessee G.P., Inc.
- 3.89 Certificate of Incorporation of R/M of Tennessee L.P., Inc.
- 3.90 Bylaws of R/M of Tennessee L.P., Inc.
- 3.91 Certificate of Incorporation of R/M of Texas G.P., Inc.
- 3.92 Bylaws of R/M of Texas G.P., Inc.
- 3.93 Certificate of Incorporation of R/M Partners, Inc.
- 3.94 Bylaws of R/M Partners, Inc.
- 3.95 Certificate of Incorporation RMFD of New Jersey, Inc.
- 3.96 Bylaws RMFD of New Jersey, Inc.
- 3.97 Certificate of Incorporation of Rural/metro Communications Services, Inc.
- 3.98 Bylaws of Rural/metro Communications Services, Inc.
- 3.99 Certificate of Incorporation of Rural/metro Corporation
- 3.100 Bylaws of Rural/metro Corporation
- 3.101 Articles of Incorporation of Rural/metro Corporation of Florida
- 3.102 Bylaws of Rural/metro Corporation of Florida
- 3.103 Certificate of Incorporation of Rural/metro Corporation of Tennessee
- 3.104 Bylaws of Rural/metro Corporation of Tennessee
- 3.105 Articles of Incorporation of Rural/metro Fire Dept., Inc.
- 3.106 Bylaws of Rural/metro Fire Dept., Inc.
- 3.107 Certificate of Incorporation of Rural/metro Hospital Services, Inc.
- 3.108 Bylaws of Rural/metro Hospital Services, Inc.
- 3.109 Certificate of Incorporation of Rural/metro Logistics, Inc.
- 3.110 Bylaws of Rural/metro Logistics, Inc.
- 3.112 Certificate of Incorporation of Rural/metro Mid-atlantic, Inc.
- 3.113 Bylaws of Rural/metro Mid-atlantic, Inc.
- 3.114 Certificate of Incorporation of Rural/metro Mid-atlantic II, Inc.
- 3.115 Bylaws of Rural/metro Mid-atlantic II, Inc.
- 3.116 Certificate of Limited Partnership of Rural/metro Mid-south, L.P.
- 3.117 Agreement of Limited Partnership of Rural/metro Mid-south, L.P.
- 3.118 Certificate of Incorporation of Rural/metro of Alabama, Inc.
- 3.119 Bylaws of Rural/metro of Alabama, Inc.
- 3.120 Certificate of Incorporation of Rural/metro of Arkansas, Inc.
- 3.121 Bylaws of Rural/metro of Arkansas, Inc.
- 3.122 Certificate of Incorporation of Rural/metro of Arlington, Inc.
- 3.123 Bylaws of Rural/metro of Arlington, Inc.
- 3.124 Certificate of Incorporation of Rural/metro of Brewerton, Inc.
- 3.125 Bylaws of Rural/metro of Brewerton, Inc.
- 3.126 Certificate of Incorporation of Rural/metro of California, Inc.
- 3.127 Bylaws of Rural/metro of California, Inc.
- 3.128 Certificate of Incorporation of Rural/metro of Central Alabama, Inc.
- 3.129 Bylaws of Rural/metro of Central Alabama, Inc.
- 3.130 Certificate of Incorporation of Rural/metro of Central Colorado, Inc.
- 3.131 Bylaws of Rural/metro of Central Colorado, Inc.
- 3.132 Certificate of Incorporation of Rural/metro of Central Ohio, Inc.
- 3.133 Bylaws of Rural/metro of Central Ohio, Inc.
- 3.134 Certificate of Incorporation of Rural/metro of Colorado, Inc.
- 3.135 Bylaws of Rural/metro of Colorado, Inc.
- 3.136 Certificate of Incorporation of Rural/metro of Georgia, Inc.
- 3.137 Bylaws of Rural/metro of Georgia, Inc.
- 3.138 Certificate of Incorporation of Rural/metro of Greater Seattle, Inc.
- 3.139 Bylaws of Rural/metro of Greater Seattle, Inc.
- 3.140 Certificate of Incorporation of Rural/metro of Indiana, Inc.
- 3.141 Bylaws of Rural/metro of Indiana, Inc.
- 3.142 Certificate of Limited Partnership of Rural/metro of Indiana, L.P.
- 3.143 Agreement of Limited Partnership of Rural/metro Indiana,lp
- 3.144 Certificate of Limited Partnership of Rural/metro of Indiana II, L.P.
- 3.145 Agreement of Limited Partnership of Rural/metro of Indiana II, L.P.
- 3.146 Certificate of Incorporation of Rural/metro of Kentucky, Inc.
- 3.147 Bylaws of Rural/metro of Kentucky, Inc.
- 3.148 Certificate of Incorporation of Rural/metro of Mississippi, Inc.
- 3.149 Bylaws of Rural/metro of Mississippi, Inc.
- 3.150 Certificate of Incorporation of Rural/metro of Nebraska, Inc.
- 3.151 Bylaws of Rural/metro of Nebraska, Inc.
- 3.152 Certificate of Incorporation of Rural/metro of New York, Inc.
- 3.153 Bylaws of Rural/metro of New York, Inc.
- 3.154 Articles of Incorporation of Rural/metro of North Florida, Inc.
- 3.155 Bylaws of Rural/metro of North Florida, Inc.
- 3.156 Certificate of Limited Partnership of Rural/metro of North Texas, L.P.
- 3.157 Agreement of Limited Partnership of Rural/metro of Texas, LP
- 3.158 Certificate of Incorporation of Rural/metro of Northern Ohio, Inc.
- 3.159 Bylaws of Rural/metro of Northern Ohio, Inc.
- 3.160 Certificate of Incorporation of Rural/metro of Ohio, Inc.
- 3.161 Bylaws of Rural/metro of Ohio, Inc.
- 3.162 Certificate of Incorporation of Rural/metro of Oregon, Inc.
- 3.163 Bylaws of Rural/metro of Oregon, Inc.
- 3.164 Certificate of Incorporation of Rural/metro of Rochester, Inc
- 3.165 Bylaws of Rural/metro of Rochester, Inc
- 3.166 Articles of Incorporation of Rural/metro of San Diego, Inc
- 3.167 Bylaws of Rural/metro of San Diego, Inc
- 3.168 Certificate of Incorporation of Rural/metro of South Carolina, Inc
- 3.169 Bylaws of Rural/metro of South Carolina, Inc
- 3.170 Certificate of Incorporation of Rural/metro of South Dakota, Inc
- 3.171 Bylaws of Rural/metro of South Dakota, Inc
- 3.172 Certificate of Incorporation of Rural/metro of Southern Ohio, Inc
- 3.173 Bylaws of Rural/metro of Southern Ohio, Inc
- 3.174 Certificate of Limited Partnership of Rural/metro of Tennessee, L.P.
- 3.175 Agreement of Limited Partnership of Rural/metro of Tennessee, L.P.
- 3.176 Certificate of Incorporation of Rural/metro of Texas, Inc
- 3.177 Bylaws of Rural/metro of Texas, Inc
- 3.178 Certificate of Limited Partnership of Rural/metro of Texas, L.P.
- 3.179 Agreement of Limited Partnership of Rural/metro of Texas, L.P.
- 3.180 Articles of Incorporation of Rural/metro Protection Services, Inc
- 3.181 Bylaws of Rural/metro Protection Services, Inc
- 3.182 Certificate of Incorporation of Rural/metro Texas Holdings, Inc
- 3.183 Bylaws of Rural/metro Texas Holdings, Inc
- 3.184 Articles of Incorporation of Sioux Falls Ambulance, Inc
- 3.185 Bylaws of Sioux Falls Ambulance, Inc
- 3.186 Articles of Incorporation of South Georgia Emergency Medical Services, Inc
- 3.187 Bylaws of South Georgia Emergency Medical Services, Inc
- 3.188 Articles of Incorporation of Southwest Ambulance and Rescue of Arizona, Inc
- 3.189 Bylaws of Southwest Ambulance and Rescue of Arizona, Inc
- 3.190 Certificate of Incorporation of Southwest Ambulance of Casa Grande, Inc
- 3.191 First Amended and Restated Bylaws of Southwest Ambulance of Casa Grande, Inc
- 3.192 Certificate of Incorporation of Southwest Ambulance of New Mexico, Inc
- 3.193 Bylaws of Southwest Ambulance of New Mexico, Inc
- 3.194 Articles of Incorporation of Southwest Ambulance of Tucson, Inc
- 3.195 Amended and Restated Bylaws of Southwest Ambulance of Tucson, Inc
- 3.196 Articles of Incorporation of Southwest General Services, Inc
- 3.197 First Amended and Restated Bylaws of Southwest General Services, Inc
- 3.198 Certificate of Incorporation of SW General, Inc
- 3.199 First Amended and Restated Bylaws of SW General, Inc
- 3.200 Certificate of Incorporation of the Aid Ambulance Company, Inc
- 3.201 Bylaws of the Aid Ambulance Company, Inc
- 3.202 Certificate of Incorporation of the Aid Company, Inc
- 3.203 Bylaws of the Aid Company, Inc
- 3.204 Certificate of Incorporation of Towns Ambulance Services, Inc
- 3.205 Bylaws of Towns Ambulance Services, Inc
- 3.206 Certificate of Incorporation of Valley Fire Service, Inc
- 3.207 Bylaws of Valley Fire Service, Inc
- 3.208 Articles of Incorporation of W & W Leasing Company, Inc
- 3.209 Bylaws of W & W Leasing Company, Inc
- 5.1 Opinion of Weil, Gotshal & Manges LLP As to the Legality of the Securities
- 12.1 Statement Re Computation of Ratio Earnings to Fixed Charges
- 23.1 Consent of Pricewaterhousecoopers LLP
Exhibit 3.37
ARTICLES OF INCORPORATION
OF
GOLD CROSS AMBULANCE SERVICE OF Pa., INC.
The undersigned, a majority of whom are citizens of the United States, desiring to form a corporation, for profit, under the General Corporation Act of Ohio, do hereby certify:
FIRST: The name of said corporation shall be Gold Cross Ambulance Service of Pa., Inc.
SECOND: The place in the State of Ohio where its principal office is to be located is the City of Canfield County of Mahoning, and State of Ohio.
THIRD: The purpose or purposes for which it is formed are:
To supply medical services including but not limited to ambulance service as well as other medical supplies and all other things necessary to carry on these medical services.
To develop, manufacture, produce, repair, treat, finish, buy, sell, and generally deal in, in every manner, in materials, articles and products of every kind and description, and to do all things necessary or incidental thereto, including owning, holding and dealing in, in every manner, in all real and personal property whether necessary or incidental to the foregoing purposes or otherwise.
In general to carry on any other lawful business whatsoever, whether similar or dissimilar to the foregoing and whether or not related to the foregoing, and to engage in any ocher business or activities in connection with the business of the corporation or which is calculated, directly or indirectly, to promote the interests of the corporation or to enhance the value of its properties; and to have and exercise all rights, powers and privileges which are now or may hereafter be conferred upon corporations by the laws of Ohio; provided, however, that nothing contained in this Article Third shall be construed as authorizing the corporation to carry on the business of a public utility or railroad as defined by the public utility laws of the State of Ohio.
FOURTH: The maximum number of shares which the corporation is authorized to have outstanding is five hundred (500) shares, all of which shall be common shares without par value. Shares without par value may be issued pursuant to subscription taken by the incorporators for such amount of consideration as may be specified by the incorporators, and, after organization, shares without par value now or hereafter authorized may be issued or agreed to be issued from time to time for such amount or amounts of consideration as may be fixed from time to time by the Board of Directors. The Board of Directors, in its discretion, may fix
different amounts and/or kinds of consideration for the issuance of shares without par value, whether issued at the same or different times, and may determine that only a part or proportion of the amount or amounts of consideration which shall be received by the corporation shall be stated capital. Any and all shares without par value so issued, the consideration for which, as fixed by the incorporators or by the Board of Directors, has been paid or delivered, shall be fully paid and non-assessable.
FIFTH: No holder of shares of the corporation shall have any pre-emptive right to subscribe for or to purchase any shares of the corporation of any class whether such shares or such class be now or hereafter authorized.
SIXTH: Notwithstanding any provision of the General Corporation Law of Ohio, now or hereafter in force, requiring for any purpose the vote or consent of the holders of shares entitling them to exercise two-thirds of the voting powers of the corporation or of any class or classes of shares thereof, such action may be taken by the vote or consent of the holders of shares entitling them to exercise a majority of the voting power of the corporation or of such class of shares thereof.
SEVENTH: A director or officer of the corporation, shall not be disqualified by his office from dealing or contracting with the corporation as a vendor, purchaser, employee, agent or otherwise, nor shall any transaction, contract or act of the corporation be void or voidable or any way affected or invalidated by reason of the fact that any director or officer or any firm of which such director or officer is a member or any corporation of which such director or officer is a shareholder, director or officer, is in any way interested in such transaction, contract or act, provided the fact that such director, officer, firm or corporation is so interested shall be disclosed or shall be known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract, transaction or act shall be taken; nor shall any such director or officer be accountable or responsible to the corporation for or in respect of any such transaction, contract or act of the corporation or for gains or profits realized by him by reason of the fact that he or any firm of which he is a member, or any corporation of which he is a shareholder, officer or director, is interested in such transaction, contract or act, and any such director or officer, if such officer is a director, may be counted in determining the existence of a quorum at any meeting of the board of Directors of the corporation which shall authorize or take action in respect of any such contract, transaction or act, with like force and effect as if he or any firm of which he is a member, or any corporation of which he is a shareholder, officer or director, were not interested in such transaction, contract or act.
EIGHTH: The amount of capital with which the corporation will begin business will be not less than Five Hundred Dollars ($500.00).
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IN WITNESS WHEREOF, we have hereunto subscribed our hands this 29th day of January, 1979.
/s/ |
DAVID R. WHITE |
/s/ |
WILLIAM J. KISH |
/s/ |
SUSAN J. HEDGE |
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