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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 3.72
AMENDMENT TO THE
BYLAWS
OF
NATIONAL AMBULANCE & OXYGEN SERVICE, INC.
The following amendment to the Bylaws was duly adopted by the sole shareholder of the Corporation as of May 28, 1997:
RESOLVED, that the bylaws of the Corporation be, and they hereby are, amended as set forth on Exhibit B attached hereto, and the Secretary is directed to insert the amendment to the bylaws in the Corporation’s minute book.
EXHIBIT B
1. | Article 2, Section 6 of the Bylaws of the Corporation is amended in its entirety to read as follows: |
“Section 6. Consent of Shareholders in Lieu of Meeting. Action required or permitted by law to be taken at a shareholder’s meeting may be taken without a meeting if the action is taken by all of the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all of the shareholders entitled to vote on the action and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A consent signed under this section has the effect of a meeting vote.”
2. | Article 3, Section 1 of the Bylaws of the Corporation is amended in its entirety to read as follows: |
“Section 1. The business and affairs of the Corporation shall be managed by or under the direction of its board of directors which shall exercise all the powers of the Corporation and do all the lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.”
The board of directors shall consist of not less than one (1) nor more than fifteen (15) members. The number of directors may be increased or decreased from time to time by resolution of the board of directors, but no decrease in the number of directors shall change the term of any director in office at the time thereof. The directors shall be elected at the annual meeting of shareholders, and each director shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation. Directors need not be shareholders.
Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, and each of the directors so chosen shall hold office until the next annual election and until his or her successor is elected and qualified or until his or her earlier resignation or removal.
Any director or the entire board of directors may be removed, with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors, and the vacancy in the board of directors caused by the removal may be filled by the shareholders at the time of the removal.”
3. | Article 3, Section 7 of the Bylaws of the Corporation is amended in its entirety to read as follows: |
“Section 7. Action of Directors in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of the committee, as the case may be, and the written consent is filed with the minutes of proceedings of the Board of Directors or committee.”
4. | Article 8 of the Bylaws of the Corporation is amended in its entirety to read as follows: |
“ARTICLE 8. AMENDMENTS.
Except as may otherwise be provided in the articles of incorporation or the New York Business Corporation Act, these bylaws may be amended or repealed by the board of directors of the Corporation at any regular or special meeting of directors, subject to the shareholders, in amending or repealing a particular bylaw, expressly providing that the board of directors may not amend or repeal that bylaw. The shareholders of the Corporation may amend or repeal these bylaws even though the bylaws may also be amended or repealed by the board of directors.”
FIRST AMENDMENT TO THE
BYLAWS
OF
NATIONAL AMBULANCE & OXYGEN SERVICE, INC.
The following amendment to the Bylaws was duly adopted by the Sole Shareholder of the Corporation as of April 1, 1995:
RESOLVED, that Article 2, Section 1 of the Bylaws of the Corporation be, and it hereby is, deleted in its entirety and the following language substituted therefor:
Section 1. The Board of Directors may determine the place, date and time of the annual meetings of the shareholders, but if no such place, date and time is fixed, the meeting for any calendar year shall be held at the principal office of the Corporation at 10:00 a.m. on the first day in April of each year. If that day is a legal holiday, the meeting shall be held on the next succeeding day which is not a legal holiday. At that meeting, the shareholders entitled to vote shall elect directors and transact such business as may properly be brought before the meeting.
BY-LAWS
of
ARTICLE 1. STOCK.
Section 1. Certificates of Stock shall be issued in numerical order from the Stock Certificate Book, be signed by the President and Secretary and sealed by the Secretary with the corporate seal. A record of each certificate issued shall be kept on the stub thereof.
Section 2. Transfers of stock shall be made only upon the books of the company, and before a new certificate is issued the old certificate must be surrendered for cancellation.
ARTICLE 2. STOCKHOLDERS.
Section 1.The Annual Meeting of the Stockholders of the company shall be held at the principal office of the company in the City of Rochester, New York, on the of each year, at o’clock M., for the election of directors, and for such other business as may properly come before such meeting.
Section 2. Special Meetings of the Stockholders may be called at the principal office of the company, at any time, by resolution of the Board of Directors, or by the President, upon written request of stockholders owning one-third of the outstanding stock.
Section 3. Notice of Meetings, written or printed, for every regular or special meeting of the stockholders shall be prepared and mailed to the last known post-office address of each stockholder not less than ten days before any such meeting; and if for a special meeting such notice shall state the object or objects thereof.
Section 4. A Quorum at any such meeting of the Stockholders shall consist of a majority of the voting stock of the company represented in person or by proxy. A majority of such quorum shall decide any question that may come before the meeting.
Section 5. The election of Directors shall be held at the annual meeting of the stockholders.
Section 7. The Order of Business at any regular meeting of the Board of Directors shall be:
1. Reading and disposal of any unapproved minutes.
2. Reports of officers and committees.
3. Unfinished business.
4. New business.
5. Adjournment.
ARTICLE 4. OFFICERS.
Section 1. The Officers of the Company shall be a president, a vice-president, a secretary and a treasurer who shall be elected for one year and shall hold office until their successors are elected and qualified. The position of secretary and treasurer may be united in one person.
Section 2. The President shall preside at all meetings, shall have general supervision of the affairs of the company, shall sign or countersign all certificates, contracts and other instruments of the company as authorized by the Board of Directors; shall make reports to the directors and stockholders and shall perform all such other duties as are incident to his office or are properly required of him by the Board of Directors. In the absence or disability of the president, the vice-president shall exercise all his functions.
Section 3. The Secretary shall issue notices for all meetings, shall keep the minutes thereof, shall have charge of the seal and the corporate books, shall sign with the president such instruments as require his signature and shall make such reports and perform such other duties as are incident to his office or are properly required of him by the Board of Directors.
Section 4. The Treasurer shall have the custody of all moneys and securities of the company and shall keep regular books of account. He shall sign or countersign such instruments as require his signature, and shall perform all duties incident to his office or that are properly required of him by the Board and shall give bond for the faithful performance of his duties, in such sum and with such sureties as may be required by the Board of Directors.