Exhibit 3.116
ARTICLES OF INCORPORATION
OF
THE GOULD GROUP, INC.
I, the undersigned natural person of the age of eighteen (18) years or more, who
is a citizen of the State of Texas, acting as the incorporator of a corporation
under the Texas Business Corporation Act, do hereby adopt the following Articles
of Incorporation for such corporation.
ARTICLE I.
The name of the corporation is THE GOULD GROUP, INC.
ARTICLE II.
The period of its duration is perpetual.
ARTICLE III.
The purpose for which the corporation is organized is:
(1) To transact any business and to do and perform any and all acts and things
authorized by Article 2.01 of the Texas Business Corporation Act, as amended, or
which may be authorized in the future by amendment thereto.
(2) To purchase, manufacture, market, assemble, fabricate, produce, import,
receive, lease as lessee or otherwise acquire, own, hold, store, use, repair,
service, maintain, mortgage, pledge or otherwise encumber, sell, assign, lease
as lessor, distribute, export or otherwise dispose of and generally deal with
and in as principal, agent or otherwise, goods, wares, merchandise and personal
property of all kinds and descriptions.
(3) To establish, maintain and conduct any sales, service or merchandise
business in all its aspects for the purpose of selling, purchasing, licensing,
renting, leasing, operating, franchising, and otherwise dealing with personal
services, instruments, machines, appliances, inventions, trademarks, trade
names, patents, privileges, processes, improvements, copyright and personal
property of all kinds and descriptions.
(4) To serve as manager, consultant, representative, agent or advisor for other
persons, associations, corporations, partnerships and firms.
(5) To purchase, take, receive, lease or otherwise acquire, own, hold, use,
improve and otherwise deal in and with, sell, convey, mortgage, pledge, lease,
exchange, transfer and otherwise dispose of liens on real estate, real property,
chattels real and estates, interests, and rights and equities of all kinds in
lands; and to engage in the business of managing, supervising and operating real
property, buildings and structures to negotiate and consummate for itself or for
others leases with respect to such properties, to enter into contracts and
arrangements either as principal or as agent for the maintenance, repair and
improvement of any property managed, supervised, or operated by the Corporation;
to engage in and conduct any business or activity incident, necessary, advisable
or advantageous to the ownership of property, building, and structures, managed,
supervised or operated by the Corporation.
(6) To enter into or become an associate, member, shareholder, or partner in any
firm, association, partnership (whether limited, general or otherwise), company,
joint stock company, syndicate or corporation, domestic or foreign, formed or to
be formed to accomplish any lawful purpose, and to allow or cause the title to
any estate, right or interest in any property (whether real, personal or mixed),
owned, acquired, controlled, or operated by or in which the Corporation has any
interest, to remain or be vested or registered in the name of or operated by any
firm association, partnership (whether limited, general or otherwise), company,
joint stock company, syndicate, or corporation, domestic or foreign, formed to
accomplish any of the purposes enumerated herein.
(7) To acquire the goodwill, rights, assets, stock and other property, and to
undertake or assume the whole, or any part of, the obligations for liabilities
of any person, firm, association or corporation.
(8) To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes, or the attainment of any of the powers
hereinbefore set forth, either alone, or in association with other corporations,
firms, partnerships and individuals and to do every other act or acts, thing or
things incidental or pertinent to or growing out of or connected with the
aforesaid business or powers or any part or parts thereof; provided, the same be
not inconsistent with the laws under which this Corporation is organized.
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ARTICLE IV.
The aggregate number of shares which the corporation shall have authority to
issue is 1,000,000 shares of Common Stock, having a par value of $.10 cents per
share.
ARTICLE V.
The corporation will not commence business until it has received for the
issuance of its shares consideration at least equal to the aggregate value of
One-Thousand Dollars ($1,000.00), consisting of money, labor done or property
actually received.
ARTICLE VI.
The shareholders of the corporation shall have preemptive rights.
ARTICLE VII.
At each election of directors every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him with respect to each of the persons nominated for election
as a director and for whose election he has a right to vote. Each shareholder
shall also be entitled to cumulate his votes by giving one candidate a number of
votes equal to the number of directors to be elected multiplied by the number of
shares owned by such shareholder, or by distributing such votes on the same
principle among any number of such candidates.
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ARTICLE VIII.
Except to the extent such power may be modified or divested by action of
shareholders representing a majority of the issued and outstanding shares of the
capital stock of the corporation taken at any regular or special meeting of the
shareholders, the power to adopt, alter, amend or repeal the bylaws of the
corporation shall be vested in the Board of Directors.
ARTICLE IX.
The post office address of the corporation's initial registered office is 1107
Grinnell, Richardson, Texas 75081, and the name of its initial registered agent
at such address is Steven C. Reece.
ARTICLE X.
The initial Board of Directors shall consist of three (3) directors; however,
thereafter, the bylaws shall fix the number of directors constituting the Board
at not less than three (3) nor more than fifteen (15). The names and addresses
of the persons who shall serve as the directors of the corporation until the
first annual meeting of the shareholders or until their successors are elected
and qualified are:
(1) STEVEN C. REECE
1107 Grinnell
Richardson, Texas 75081
(2) KEVIN R. BOWER, M.D.
5636 South Lakeshore Dr.
#624
Shreveport, Louisiana 71119
(3) RON WEISS #5 The Beeches
Woodbury, New York 11797
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ARTICLE XI.
The name and address of the incorporator of the corporation is as follows:
NATHAN ALLEN, JR.
8828 Greenville Avenue
Dallas, Texas 75243
IN WITNESS WHEREOF, I have hereunto set my hand, this 22 day of April, 1991.
/s/ NATHAN ALLEN, JR
- -------------------------------------
NATHAN ALLEN, JR.
STATE OF TEXAS Section
Section
COUNTY OF DALLAS Section
I, a Notary Public in and for Dallas County, Texas, do hereby certify that on
this 22nd day of April, 1991, personally appeared before me NATHAN ALLEN, JR.,
being by me first duly sworn, declared that is the person who signed the
foregoing document as incorporator, and that the statements therein contained
are true.
/s/ Betty J. Gonzalez
- -------------------------------------
Notary Public in and for the
State of Texas
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ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF THE GOULD GROUP, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
the Articles of Incorporation of the corporation.
ARTICLE ONE: The name of the corporation is THE GOULD GROUP, INC.
ARTICLE TWO: The following amendments to the Articles of Incorporation were
adopted by the shareholders of the corporation on September 3rd, 1991. The
amendments alter Article I of the Articles of Incorporation of the corporation.
1. Article I of the Articles of Incorporation is hereby amended in its entirety
to be and read as follows:
"ARTICLE I
The name of the corporation is Quantum HealthCare Management Group, Inc."
ARTICLE THREE: The number of shares of the corporation outstanding at the time
of such adoption was 10,000 shares of common stock, and the number of shares
entitled to vote thereon was 10,000.
ARTICLE FOUR: The number of shares voted for such amendment was 10,000; the
number of shares voted against such amendment was -0-.
Dated: September 3rd, 1991.
THE GOULD GROUP, INC.
By: /s/ Steven C. Reece
---------------------------------
Name: Steven C. Reece
Title: Pres.
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ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF QUANTUM HEALTHCARE MANAGEMENT GROUP, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
the Articles of Incorporation of the corporation.
ARTICLE ONE: The name of the corporation is QUANTUM HEALTHCARE MANAGEMENT GROUP,
INC.
ARTICLE TWO: The following amendments to the Articles of Incorporation were
adopted by the shareholders of the corporation on September 25, 1991. The
amendments alter Article I of the Articles of Incorporation of the corporation.
1. Article I of the Articles of Incorporation is hereby amended in its entirety
to be and read as follows:
"ARTICLE I
The name of the corporation is The Gould Group, Inc."
ARTICLE THREE: The number of shares of the corporation outstanding at the time
of such adoption was 10,000 shares of common stock, and the number of shares
entitled to vote thereon was 10,000.
ARTICLE FOUR: The number of shares voted for such amendment was 10,000; the
number of shares voted against such amendment was -0-.
Dated: September 25, 1991.
QUANTUM HEALTHCARE MANAGEMENT GROUP, INC.
/s/ Steven C. Reece 9/25/91
- -------------------------------------
Steven C. Reece, President
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STATEMENT OF CHANGE OF REGISTERED OFFICE
BY A TEXAS DOMESTIC CORPORATION
1. The name of the corporation is The Gould Group, Inc.
2. The address, including street and number, of its present registered office as
shown in the records of the Secretary of State of Texas prior to filing this
statement is 1107 Grinnell, Richardson, Texas 75081.
3. The address, including street and number, to which its registered office is
to be changed is 400 Chisholm, Suite 412, Plano, Texas 75075.
4. The name of its registered agent as shown in the records of the Secretary of
State of Texas prior to filing this statement is Steven C. Reece.
5. There will be no change in the registered agent subsequent to the filing of
this statement.
6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.
7. Such change was authorized by its Board of Directors.
THE GOULD GROUP, INC.
By: /s/ Steven C. Reece
---------------------------------
Steven C. Reece, President
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STATEMENT OF CHANGE OF REGISTERED AGENT
BY THE GOULD GROUP, INC.
a Texas corporation
1. The name of the corporation is THE GOULD GROUP, INC.
The corporation's charter number is #1189997
2. The address of the CURRENT registered office as shown in the records of the
Texas Secretary of State is 400 Chisolm, #412, Plano, Texas 75075.
3. The address of the NEW registered office is 1717 Main Street, Suite 5200,
Dallas, Texas 75201.
4. The name of the CURRENT registered agent as shown in the records of the Texas
Secretary of State is Steven C. Reece.
5. The name of the NEW registered agent is Leonard M. Riggs, Jr., M.D.
6. Following the changes shown above, the address of the registered office and
the address of the office of the registered agent will continue to be identical,
as required by law.
7. The changes shown above were authorized by unanimous consent of the Board of
Directors of the corporation.
/s/ Leonard M. Riggs, Jr., M.D.,
- --------------------------------------
Leonard M. Riggs, Jr., M.D., President
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of article 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
the Articles of Incorporation:
ARTICLE ONE
The name of the Corporation is THE GOULD GROUP, INC.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by the sole
shareholder of the Corporation on July 17, 1997. The amendment alters Article X
of the Articles of Incorporation of the Corporation.
The first sentence of Article X of the Articles of Incorporation is deleted in
its entirety and replaced with the following:
"The initial Board of Directors shall consist of three (3) directors; however,
thereafter, the bylaws shall fix the number of directors constituting the Board
at not less than two (2) or more than fifteen (15)."
ARTICLE THREE
The number of shares of the corporation outstanding at the time of such adoption
was one thousand (1,000) and the number of shares entitled to vote thereon was
one thousand (1,000).
ARTICLE FOUR
The number of shares voted for such amendment was one thousand (1,000); the
number of shares voted against such amendment was zero (0).
Dated: July 17, 1997.
THE GOULD GROUP, INC.
By: /s/ William F. Miller III
---------------------------------
William F. Miller III
Vice President
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ASSUMED NAME CERTIFICATE
1. The assumed name under which the business or professional service is or is to
be conducted or rendered is EmCare of North Texas.
2. The name of the incorporated business or profession as stated in its Articles
of Incorporation or comparable document is The Gould Group, Inc.
3. The state, country, or other jurisdiction under the laws of which it was
incorporated is Texas, and the address of its registered or similar office in
that jurisdiction is 1717 Main Street, Suite 5200, Dallas, TX 75201.
4. The period, not to exceed ten years, during which the assumed name will be
used is 10 years.
5. The corporation is a business corporation.
6. The corporation is required to maintain a registered office in Texas. The
address of the registered office is 1212 Guadalupe, Austin, TX 78701 and the
name of the registered agent at such address is National Registered Agents. The
address of the principal office is 1717 Main Street, Suite 5200, Dallas, TX
75201.
7. The counties where business or professional services are being or are to be
conducted or rendered under such assumed name are all Texas counties.
THE GOULD GROUP, INC.
By: /s/ Scott W. Roloff
--------------------------------------
Name: Scott W. Roloff
Title: Senior Vice President and Secretary
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STATE OF TEXAS Section
Section
COUNTY OF DALLAS Section
Before me on this ___ day of July, 1998, personally appeared Scott W. Roloff and
acknowledged to me that he executed the foregoing certificate for the purposes
therein expressed.
/s/ Paulette G. Lockwood
- -------------------------------------
Notary Public in and for
State of Texas
My Commission Expires:
7/18/01
(Notary Seal)
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