Exhibit 3.110
ARTICLES OF INCORPORATION
OF
ALEXANDER AMBULANCE SERVICE, INC.
The undersigned incorporator desiring to form a corporation (hereinafter
referred to as the "Corporation") pursuant to the provisions of the Indiana
General Corporation Act (Medical Professional Corporation Act/Dental
Professional Corporation Act/Professional Corporation Act of 1965), as amended
(hereinafter referred to as the "Act"), execute the following Articles of
Incorporation.
ARTICLE I
Name
The name of the Corporation is Alexander Ambulance Service, Inc.
ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
1. To operate an ambulance service.
2. To own, operate, lease and license ambulances, emergency vehicles,
automobiles and trucks.
3. To operate a Paramedic service.
4. To deal in personal property. To acquire (by purchase, exchange, lease,
hire or otherwise), hold, mortgage, pledge, hypothecate, exchange, sell, deal in
and dispose of, alone or in syndicates or otherwise in conjunction with others,
commodities and other personal property of every kind, character and description
whatsoever and wheresoever situated, and any interest therein.
5. To deal in real property. To acquire (by purchase, exchange, lease, hire
or otherwise), hold, own, improve, manage, operate, lease as lessee, let as
lessor, sell, convey or mortgage, either alone or in conjunction with others,
real estate of every kind, character and description whatsoever and wheresoever
situated, and any interest therein.
6. To act as agent. To act in any state in which the Corporation is
qualified to do business, as agent or representative for any individual,
association, corporation or legal entity, respecting business which the
Corporation is authorized to transact.
7. To make contracts. To enter into, make, perform and carry out, or cancel
and rescind, contracts for any lawful purposes pertaining to the business of the
corporation.
8. To raise funds. To borrow or raise money for any of the purposes of the
Corporation, and, from time to time, without limit as to amounts, to draw, make,
accept, endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment thereof, and the
interest thereon, by mortgage on, or pledge, conveyance, or assignment in trust
of, the whole or any part, of the assets of the Corporation, real, personal or
mixed, including contract rights, whether at the time owned or thereafter
acquired, and to sell, pledge, or otherwise dispose of such securities or other
obligations of the Corporation for its corporate purposes.
9. To deal in its own securities. To acquire (by purchase, exchange, lease,
hire or otherwise), hold, sell, transfer, reissue or cancel the shares of its
own capital stock, or any securities or other obligations of the Corporation, in
the manner and to the extent now or hereafter permitted by the laws of Indiana,
except that the Corporation shall not use its funds or other assets for the
purchase of its own shares of stock when such use would cause any impairment of
the capital of the Corporation, and except that shares of its own capital stock
beneficially owned by the Corporation shall not be voted directly or indirectly.
10. To deal in securities generally. To purchase, take, receive, subscribe
for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend,
pledge, or otherwise dispose of, and otherwise use and deal in and with, share
or other interest in, or obligations of, other individuals, or domestic or
foreign corporations, associations, or partnerships, for whatever purpose or
purposes formed or operating or direct or indirect obligations of the United
States or of any government, state, territory, governmental district or
municipality or of any instrumentality thereof.
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11. To do everything necessary, proper, advisable or convenient for the
accomplishment of any of the purposes, or the attainment of any of the objects
or the furtherance of any of the powers herein set forth, and to do every other
act and thing incidental thereto or connected therewith, which is not forbidden
by the laws of the State of Indiana, or by the provisions of these Articles of
Incorporation.
ARTICLE III
Period of Existence
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
Resident Agent and Principal Office
Section 1. Resident Agent.
The name and address of the Corporation's Resident Agent for service of
process is Thomas A. Alexander, 4200 Stringtown Road, Evansville, Indiana
(47711).
Section 2. Principal Office.
The post office address of the principal office of the Corporation is 4200
Stringtown Road, Evansville, Indiana (47711).
ARTICLE V
Authorized Shares
Section 1. Number of Shares:
A. The total number of shares which the Corporation is to have authority to
issue is 1,000.
B. The number of authorized shares which the Corporation designates as
having par value is none with a par value of -0-.
C. The number of authorized shares which the Corporation designates as
without par value is 1,000.
Section 2. Terms of Shares (if any) :
There shall be one class of capital stock, which shall be designated as
Common Capital Stock, all of which shares of stock shall have no par value.
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The Board of Directors, by resolution, shall have the right to restrict the
sale of the capital stock of the Corporation in any manner that they see fit,
consistent with the laws of the State of Indiana; provided, however, notice of
such restriction is given on the stock certificates.
Shares of capital stock shall be issued for such consideration, terms and
conditions as the Board of Directors by resolution, from time to time, shall
determine.
ARTICLE VI
Requirements Prior to Doing Business
The Corporation will not commence business until consideration of the value
at least One Thousand Dollars ($1,000.00) has been received for the issuance of
shares.
ARTICLE VII
Director(s)
Section 1. Number of Directors:
The initial Board of Directors is composed of three (3) members. The number
of directors may be from time to time fixed by the By-Laws of the Corporation at
any number. In the absence of a By-Law fixing the number of directors, the
number shall be two (2).
Section 2. Names and Post Office Addresses of the Director(s):
The names and post office addresses of the initial Board of Directors of
the Corporation are:
Name Number and Street or Building City State Zip Code
- ---- ----------------------------- ---- ----- --------
Thomas A. Alexander, 4200 Stringtown Road, Evansville, IN 47711
Sheryl Lynn Alexander, 4200 Stringtown Road, Evansville, IN 47711
Section 3. Qualifications of Directors (if any):
Directors need not be shareholders of the corporation.
ARTICLE VIII
Incorporator
The name and post office address of the incorporator of the Corporation is:
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Name Number and Street or Building City State Zip Code
- ---- ----------------------------- ---- ----- --------
Thomas A. Alexander, 4200 Stringtown Road, Evansville, IN 47711
ARTICLE IX
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
("Powers" of the Corporation, its directors or shareholders)
Section 9.01. Meetings of the Directors of the Corporation shall be held at
such place, within or without the State of Indiana, as may be specified in the
respective notices, or waivers of notice thereof.
Section 9.02. The Board of Directors of the Corporation shall have the
power, without the assent or vote of the Shareholders, to make, alter, amend or
repeal the Code of By-Laws of the Corporation, but the affirmative vote of a
majority of the then members of the Board of Directors shall be necessary to
make such Code of By-Laws or to effect any alterations amendment or repeal
thereof.
Section 9.03. Any contract or other transaction between the Corporation and
one or more of its Directors, or between the Corporation and any firm of which
one or more of its Directors are members or employees, or in which they are
interested, or between the Corporation and any corporation or association of
which one or more of its Directors are stockholders, members, directors,
officers or employees, or in which they are interested shall be valid for all
purposes, notwithstanding the presence of such director or directors at the
meeting of the Board of Directors which acts upon, or in reference to, such
contract or transaction and notwithstanding his or their participation in such
action, if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall authorize, approve and ratify such
contract or transaction by a vote of a majority of the Directors present, such
interested Director or Directors to be counted in determining whether a quorum
is present, but are not to be counted in calculating the majority of such quorum
necessary to carry such vote. This Section shall not be construed to invalidate
any contract or other transaction which would otherwise be valid under the
common and statutory law applicable thereto.
Section 9.04. The Corporation reserves the right to alter, amend or repeal
any provisions contained in these Articles of Incorporation in the manner now or
hereafter prescribed by the provisions of the Act, or any other pertinent
enactment of the General Assembly of the State of Indiana; and all rights and
powers conferred hereby on shareholders, directors and officers of the
Corporation are subject to such reserved right.
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Section 9.05. 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 such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board of Directors or such
committee.
Section 9.06. The Corporation shall indemnify each person who is or was a
director, officer or employee of the Corporation, or of any other corporation
which he is serving or served in any capacity at the request of the Corporation,
against any and all liability and reasonable expense that may be incurred by him
in connection with or resulting from any claim, action, suit or proceeding
(whether actual or threatened, brought by or in criminal, administrative,
investigative, or in connection with an appeal relating thereto), in which he
may become involved, as a party or otherwise, by reason of his being or having
been a director, officer or employee of the Corporation or of such other
corporation, or by reason of any past or future action taken or not taken in his
capacity as such director, officer or employee, whether or not he continues to
be such at the time such liability or expense is incurred, provided that such
person acted in good faith in what he reasonably believed to be the best
interests of the Corporation or such other corporation, as the case may be, and,
in addition, in any criminal action or proceedings, had no reasonable cause to
believe that his conduct was unlawful. As used in this Article IX, the terms
"liability" and "expense" shall include, but shall not be limited to, attorneys'
fees and disbursements and amounts of judgments, fines or penalties against, and
amounts paid in settlement by, a director, officer or employee. The termination
of any claim, (whether with or without court approval) or conviction or upon a
plea of guilty or of nolo contendere, or its equivalent, shall not create a
presumption that a director, officer or employee did not meet the standards of
conduct set forth in the first sentence of this Section 9.06.
Any such director, officer or employee who has been wholly successful, on
the merits or otherwise, with respect to any claims, suit or proceeding of the
character described herein shall be entitled to indemnification as of right.
Except as provided in the preceding sentence, any indemnification hereunder
shall be made at the discretion of the Corporation, but only if 1) the Board of
Directors, acting by a quorum consisting of directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceedings, shall find that the director, officer or employee has met the
standards of conduct set forth in the first sentence of this Section 9.06, or 2)
independent legal counsel (who may not be regular counsel of the Corporation)
shall deliver to it their written opinion that such director, officer or
employee has met such standards.
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If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters, even though he is
not so entitled as to others.
The Corporation may advance expenses to, or where appropriate may, at its
expenses, undertake the defense of any such director, officer or employee upon
receipt of an undertaking by or on behalf of such person to repay such expenses
if it should ultimately be determined that he is not entitled to indemnification
under this Section 9.06.
The provisions of this Section 9.06 shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof.
The rights of indemnification provided hereunder shall be in addition to
any rights to which any person concerned may otherwise be entitled by contract
or as a matter of law, and shall inure to the benefit of the heirs, executors
and administrators of any such person.
Section 9.07. The officers of the Corporation shall be a President, a
Secretary and a Treasurer and, at the discretion of the Board of Directors, may
have one or more Vice Presidents. Any two offices may be held by one person,
except those of President and Secretary.
IN WITNESS WHEREOF, the undersigned, being the incorporator designated in
Article VIII, executes these Articles of Incorporation and certify to the truth
of the facts herein stated, this 25th day of September, 1980.
/s/ Thomas A. Alexander
--------------------------
Thomas A. Alexander
STATE OF INDIANA )
) SS:
COUNTY OF VANDERBURGH )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana and residing in
Vanderburgh County, Indiana, certify that Thomas A. Alexander, being the
incorporator referred to in Article VIII of the foregoing Articles of
Incorporation, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.
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Witness my hand and Notarial Seal this 25th day of September, 1980.
/s/ Edwin W. Johnson
------------------------------------
Edwin W. Johnson Notary Public
Resident of Vanderburgh Co., Indiana
My Commission Expires:
November 21, 1980
This instrument was prepared by Edwin W. Johnson, Attorney at Law, 2230 West
Franklin Street, P. O. Box 6016, Station B, Evansville Indiana, 47712 (#33 and
#37)
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STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of Amendment
for:
ALEXANDER AMBULANCE SERVICE INC
and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the
Indiana Business Corporation Law, as amended.
NOW, THEREFORE, I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is December 20, 1993.
In Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this Twentieth day of December,
1993
- -------------------------------------
JOSEPH H. HOGSETT, Secretary of State
By
----------------------------------
Deputy
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ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
ALEXANDER AMBULANCE SERVICE, INC.
The undersigned officers of
ALEXANDER AMBULANCE SERVICE, INC.
(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of:
(Indicate appropriate act)
X Indiana Business Corporation Law Indiana Professional Corporation Act of
- --- ---
1983 as amended (hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions of Its Articles
of Incorporation, certify the following facts:
ARTICLE I Amendment(s)
SECTION 1 The date of incorporation of the corporation is:
September 29, 1980
SECTION 2 The name of the corporation following this amendment to the Articles
of Incorporation is:
ALEXANDER AMBULANCE SERVICE, INC.
SECTION 3
The exact text to Article(s) IV of the Articles of Incorporation is now as
follows:
ARTICLE IV
Resident Agent and Principal Office
Section 1. Resident Agent.
The name and address of the Corporation's Resident Agent for service of
process is Craig Miller, 333 South Clinton, Fort Wayne, Indiana.
Section 2. Principal Office.
The post office address of the principal office of the Corporation is 522
NW First Street, Evansville, Indiana.
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STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of Amendment
for:
ALEXANDER AMBULANCE SERVICE INC
and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the Indiana Business Corporation Law, as amended.
The name of the corporation is amended as follows:
MERCY AMBULANCE OF EVANSVILLE, INC.
NOW, THEREFORE, I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is September 27, 1994.
In Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this Twenty-seventh day of
September, 1994
/s/ Joseph H. Hogsett
- -------------------------------------
JOSEPH H. HOGSETT, Secretary of State
By /s/ X
----------------------------------
Deputy
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ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF:
The undersigned officers of Alexander Ambulance Service, Inc.
(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of:
(Indicate appropriate act)
X Indiana Business Corporation Law Indiana Professional Corporation Act of
- --- ---
1983 as amended (hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions of its Articles
of Incorporation, certify the following facts:
ARTICLE I Amendment(s)
SECTION 1 The date of incorporation of the corporation is:
September 29, 1980
SECTION 2 The name of the corporation following this amendment to the Articles
of Incorporation is:
Mercy Ambulance of Evansville, Inc.
SECTION 3
The exact text to Article(s) I of the Articles of Incorporation is now as
follows:
The name of the Corporation is changed from Alexander Ambulance Service,
Inc. to Mercy Ambulance of Evansville, Inc.
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ARTICLE II Manner of Adoption and Vote
SECTION 1 Action by Directors:
The Board of Directors of the Corporation duly adopted a resolution
proposing to amend the terms and provisions of Article(s) IV of the Articles of
Incorporation and directing a meeting of the Shareholders, to be held on
November 10, 1993, allowing such Shareholders to vote on the proposed amendment.
The resolution was adopted by: (Select appropriate paragraph)
(a) Vote of the Board of Directors at a meeting held on __________________,
19 ____, at which a quorum of such Board was present.
(b) Written consent executed on November 10, 1993, and signed by all
members of the Board of Directors.
SECTION 2 Action by Shareholders:
The Shareholders of the Corporation entitled to vote in respect of the
Articles of Amendment adopted the proposed amendment. The amendment was adopted
by: (Select appropriate paragraph)
(a) Vote of such Shareholders during the meeting called by the Board of
Directors. The result of such vote is as follows:
TOTAL
SHAREHOLDERS ENTITLED TO VOTE:
SHAREHOLDERS VOTED IN FAVOR:
SHAREHOLDERS VOTED AGAINST:
(b) Written consent executed on November 10, 1993, and signed by all such
Shareholders.
SECTION 3 Compliance with Legal Requirements.
The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the provisions of
the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
I hereby verify subject to penalties of perjury that the statements
contained are true this 10th day of November, 1993.
Current Officer's Signature Officer's Name Printed
SCOTT BRADY
/s/ Scott Brady
- ---------------------------
Officer's Title
PRESIDENT
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ARTICLE II Manner of Adoption and Vote
SECTION 1 Action by Directors:
The Board of Directors of the Corporation duly adopted a resolution
proposing to amend the terms and provisions of
Article(s) I of the Articles of Incorporation and directing a meeting of the
Shareholders, to be held on September 20, 1994, allowing such Shareholders to
vote on the proposed amendment.
The resolution was adopted by: (Select appropriate paragraph)
(a) Vote of the Board of Directors at a meeting held on September 20, 1994
at which a quorum of such Board was present.
(b) Written consent executed on September 20, 1994, and signed by all
members of the Board of Directors.
SECTION 2 Action by Shareholders:
The Shareholders of the Corporation entitled to vote in respect of the
Articles of Amendment adopted the proposed amendment. The amendment was adopted
by: (Select appropriate paragraph)
(a) Vote of such Shareholders during the meeting called by the Board of
Directors. The result of such vote is as follows:
TOTAL
SHAREHOLDERS ENTITLED TO VOTE:
SHAREHOLDERS VOTED IN FAVOR:
SHAREHOLDERS VOTED AGAINST:
(b) Written consent executed on _____________________, 19 ____, and signed
by all such Shareholders.
SECTION 3 Compliance with Legal Requirements.
The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the provisions of
the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
I hereby verify subject to the penalties of perjury that the statements
contained are true this 20th day of September, 1994.
Current Officer's Signature Officer's Name Printed
Robert H. Byrne
/s/ Robert H. Byrne
- --------------------------------
Officer's Title
Secretary
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APPLICATION FOR REINSTATEMENT
State Form 4160 (R8 / 3-97) / 111
Approved by the State Board of Accounts 1995
Application must include:
1. Certificate of Clearance Issued by the Indiana Department of Revenue
2. Corporate Reports and Fees: please call our Information line to learn what
reports are delinquent (317) 232-6576
a. Up to and including 1995, Annual Reports filed every year.
Annual Report fee $15.00
b. Beginning with 1996, Biennial Reports filed every two years.
Biennial Report fee $30.00
Corporations incorporated in an even year, file every even year.
Corporations incorporated in an odd year, file every odd year.
c.Nonprofit corporations file Annual Reports every year.
Nonprofit Corporate Report fee $10.00
3. Restatement filing fee: $30.00
THIS APPLICATION CANNOT BE ACCEPTED WITHOUT A NOTICE OF CLEARANCE FOR
REINSTATEMENT FROM THE INDIANA DEPARTMENT OF REVENUE.
SECTION I - CORPORATE INFORMATION
Name of corporation Date of Incorporation (mo., day, yr.)
Mercy Ambulance of Evansville, Inc. September 29, 1980
Effective date of administrative dissolution August 21, 2000
SECTION II - AFFIDAVIT OF CORPORATE OFFICER OF DIRECTOR
The undersigned, being at least one of the principal officers or a director
of the above-named corporation deposes and says:
A. that the grounds for dissolution did not exist or have been
eliminated, and;
B. that the Corporation's name satisfies the requirements of Indiana
Code 23-1-23-1, or Indiana Code 23-17-5-1.
IN WITNESS WHEREOF, the undersigned being the Vice President of said corporation
executes this application and verifies, subject to penalties of perjury, that
the statements contrained herein are true, this 26th day of July, 19 2001.
Signature /s/ Gino Porazzo Printed name
----------------- Gino Porazzo
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