Exhibit 3.14
CERTIFICATE OF INCORPORATION
of
AMERICAN MEDICAL PATHWAYS, INC.
1. The name of this corporation is American Medical Pathways, Inc.
2. The registered office of this corporation in the State of Delaware is
located at 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
3. The purpose of this corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law
of the State of Delaware.
4. The total number of shares of stock that this corporation shall have
authority to issue is three thousand (3,000) shares of Common Stock, $.0l
par value per share. Each share of Common Stock shall be entitled to one
vote.
5. The name and mailing address of the incorporator is: Kathleen Green,
American Medical Response, Inc., 2821 South Parker Road, 10th Floor,
Aurora, Colorado 80014.
6. Except as otherwise provided in the provisions establishing a class or
series of stock, the number of authorized shares of any class of stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the
voting power of the corporation entitled to vote irrespective of the
provisions of Section 242(b)(2) of the General Corporation Law of the State
of Delaware.
7. The election of directors need not be by written ballot unless the by-laws
shall so require.
8. In furtherance and not in limitation of the power conferred upon the sole
director by law, the sole director shall have power to make, adopt, alter,
amend and repeal from time to time by-laws of this corporation, subject to
the right of the stockholders entitled to vote with respect thereto to
alter and repeal by-laws made by the sole director.
9. The director of this corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not
permitted under the General Corporation Law of the State of Delaware as in
effect at the time such liability is determined. No amendment or repeat of
this paragraph 9 shall apply to or have any effect on the liability or
alleged liability of the director of the corporation for or with respect to
any acts or omissions of the director occurring prior to such amendment or
repeal.
10. This corporation shall, to the maximum extent permitted from time to time
under the law of the State of Delaware, indemnify and upon request advance
expenses to any person who is or was a party or is threatened to be made a
party to any threatened, pending or completed action, suit, proceeding or
claim, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was or has agreed to be a director or
officer of this corporation or while a director or officer is or was
servicing at the request of this corporation as a director, officer,
partner, trustee, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, including service with respect to
employee benefit plans, against expenses (including attorney's fees and
expenses), judgments, fines, penalties and amounts paid in settlement
incurred (and not otherwise recovered) in connection with the
investigation, preparation to defend or defense of such action, suit,
proceeding or claim; provided, however, that the foregoing shall not
require this corporation to indemnify or advance expenses to any person in
connection with any action, suit, proceeding, claim or counterclaim
initiated by or on behalf of such person. Such indemnification shall not be
exclusive of other indemnification rights arising under any by-law,
agreement, vote of director or stockholders or otherwise and shall inure to
the benefit of the heirs and legal representatives of such person. Any
person seeking indemnification under this paragraph 10 shall be deemed to
have met the standard of conduct required for such indemnification unless
the contrary shall be established. Any repeal or modification of the
foregoing provisions of this paragraph 10 shall not adversely affect any
right or protection of the director or officer of this corporation with
respect to any acts or omissions of such director or officer occurring
prior to such repeal or modification.
11. The books of this corporation may (subject to any statutory requirements)
be kept outside the State of Delaware as may be designated by the sole
director or in the by-laws of this corporation.
12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so
long as such class is so registered, any action by the stockholders of such
class must be taken at an annual or special meeting of stockholders and may
not be taken by written consent.
THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 15th day of May, 1998.
/s/ Kathleen Green
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Kathleen Green
Sole Incorporator
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
THE MEDICAL CONNECTION, INC.
INTO
AMERICAN MEDICAL PATHWAYS, INC.
American Medical Pathways, Inc. a corporation organized and existing under
the laws of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this Corporation was incorporated in the state of Delaware, on
the 15th day of May, 1998, pursuant to Section 101 of the General Corporation
Law of the State of Delaware
SECOND: That this Corporation owns all of the outstanding shares of stock
of The Medical Connection, Inc., a corporation incorporated in the state of
Illinois, on the I day of July, 1984, pursuant to the Business Corporation Act
of the State of Illinois.
THIRD: That this Corporation, by the following resolutions of its sole
director duly adopted by the written consent, filed with the minutes of the
meetings, on the 25th day of August, 1999, determined to and did merge into
itself said The Medical Connection, Inc.:
RESOLVED, that American Medical Pathways, Inc. merge, and it hereby does
merge into itself said The Medical Connection, Inc. and assumes all its
obligations; and
FURTHER RESOLVED, that the merger shall be effective upon the date of
filing with the Secretary of State of Delaware; and
FURTHER RESOLVED, that the proper officer of this Corporation be and he is
hereby directed to make and execute a Certificate of Ownership and Merger
setting forth a copy of the resolutions to merge said The Medical Connection,
Inc. and assume its liabilities and obligations, and the date of adoption
thereof, and to cause the sane to be filed with the Secretary of State and to do
all acts and things whatsoever, whether within or without the State of Delaware,
which may be in anywise necessary or proper to effect said merger; and
FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the sole director of
American Medical Pathways, Inc. at any time prior to the time that this merger
filed with the Secretary of state becomes effective.
IN WITNESS WHEREOF, said American Medical Pathways, Inc. has caused this
Certificate to be signed by Joshua T. Gaines, its Vice President this 25 day of
August, 1999.
AMERICAN MEDICAL PATHWAYS, INC.
By: /s/ Joshua T. Gaines
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Joshua T. Gaines
Vice President
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