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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 3.25
CERTIFICATE OF INCORPORATION
of
CORNING AMBULANCE SERVICE INC.
PURSUANT TO SECTION 402 OF
THE BUSINESS CORPORATION LAW.
The undersigned, for the purpose of forming a corporation under the Business Corporation Law of New York State certifies:
1. | The name of the corporation is Corning Ambulance Service Inc. |
2. | The purpose of the corporation is to engage in the business of conducting an ambulance service; to purchase, sell and deal in all products, materials, supplies and equipment necessary to and incidental to the operation of said business; to acquire real estate and in general for this purpose to carry on any other similar business or related activity in connection with the foregoing and to do any or all of the things hereinbefore set forth to the same extent as an individual may do. |
3. | The principal office of the corporation is to be located at 17 E. Pulteney St., City of Corning, County of Steuben and State of New York. |
4. | The class of shares is one only and is common stock. The issuable shares are 200 in number, of no par value, and are all common shares without limitation. |
5. | The Secretary of State of New York State is hereby designated as agent of the corporation upon whom process in any action or proceeding against it may be served, and shall mail a copy of any process or action to Corning Ambulance Service Inc., 17 E. Pulteney St., City of Corning, County of Steuben, State of New York. |
6. | The name and address of the sole incorporator and subscriber to this Certificate of Incorporation is: |
James L. Burke 315 Lake Street, Elmira, New York
IN WITNESS WHEREOF I have made and subscribed this certificate this 26th day of January, 1972.
STATE OF NEW YORK
COUNTY OF CHEMUNG
On this 26th day of January, 1972, before me, the subscriber, personally appeared James L. Burke, to me personally known and known to me to be the same person described in and who executed the foregoing Certificate of Incorporation and he acknowledged to me that he executed the same.
2
CERTIFICATE OF CHANGE
OF
CORNING AMBULANCE SERVICE INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, James H. Bolin and Steven M. Lee being respectively the President and Secretary of CORNING AMBULANCE SERVICE INC. hereby certify:
1. The name of the corporation is CORNING AMBULANCE SERVICE INC.
2. The Certificate of Incorporation of said corporation was filed by the Department of State on May 26, 1972.
3. The following was authorized by the Board of Directors:
To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from the Corporation, Corning Ambulance Service Inc., 17 E. Pulteney St., Corning, NY 14830 to c/o C T CORPORATION SYSTEM, 1633 Broadway, New York, NY 10019.
To designate C T CORPORATION SYSTEM, 1633 Broadway, New York, NY 10019 as its registered agent in New York upon whom all process against the corporation may be served.
3
IN WITNESS WHEREOF, we have signed this certificate on the 21 day of August, 1995 and we affirm the statements contained therein as true under penalties of perjury.
James H. Bolin, President |
Steven M. Lee, Secretary |
4
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
CORNING AMBULANCE SERVICE INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned, being the President of Corning Ambulance Service Inc., does hereby certify and set forth:
1. The name of the corporation (hereinafter called the “Corporation”) is CORNING AMBULANCE SERVICE INC.
2. The Certificate of Incorporation of the Corporation was filed by the Department of State on the 26th day of May, 1972.
3. The Certificate of Incorporation of the Corporation is hereby amended in the following respect:
The text of Paragraph 2 which sets forth the purpose of the corporation is hereby deleted in its entirety and replaced with the following:
2. The purpose for which the Corporation is formed is to engage in any lawful act or activities for which corporations may be organized under the Business Corporation Law and is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained.
4. This amendment to the certificate of incorporation of the Corporation was authorized by unanimous written consent of the directors of the Corporation on June 23, 1995 pursuant to Section 708 of the New York Business Corporation Law and the unanimous written consent of the shareholders of the Corporation on June 23, 1995 pursuant to Section 615 of the New York Business Corporation Law.
5
IN WITNESS WHEREOF, the undersigned have executed and signed this certificate this 23rd day of June, 1995.
Alan D. Lewis Sr. | Pamela A. Lewis | |||
President | Secretary |
6
* * * * * * * * * * * *
Verification of Signer of Certificate of Amendment
to Certificate of Incorporation
STATE OF NEW YORK | ) | |
) SS: | ||
COUNTY OF ONONDAGA | ) |
Alan D. Lewis Sr., being duly sworn, deposes and says that he is the person who signed the foregoing Certificate of Amendment to Certificate of Incorporation; that he signed the same in the capacity set opposite or beneath his signature thereon; that he has read the foregoing Certificate of Amendment to Certificate of Incorporation and knows the contents thereof and that the statements contained therein are true to his own knowledge.
Alan D. Lewis Sr. |
Subscribed and sworn to before me on June 26, 1995. |
Notary Public |
7
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
CORNING AMBULANCE SERVICE INC.
(Under Section 8.5 of the Business Corporation Law)
After filing, please return to: | Richard F. Taylor, Jr., Esq. | |
Walton Crossing I, Suite 225 | ||
231 Walton Street | ||
Syracuse, New York 13202 |
8