Exhibit 3.124
CERTIFICATE OF AMENDMENT
Before Payment of Capital
OF
CERTIFICATE OF INCORPORATION
OF
MVA MANAGEMENT, INC.
Pursuant to Section 241 of Title 8 of
the Delaware Code of 1953, as Amended
I, the undersigned, being the sole incorporator of the above-named corporation,
a corporation organized under and by virtue of the General Corporation Law of
the State of Delaware, DO HEREBY CERTIFY:
FIRST, that a resolution was adopted by written consent of the sole incorporator
setting forth a proposed amendment to the Certificate of Incorporation of said
corporation.
RESOLVED: That it is advisable and in the best interest of this corporation that
Article I of the Certificate of Incorporation of this Corporation be amended to
read in its entirety as follows:
"l. The name of this corporation is Midwest Ambulance Management Company."
SECOND, that no part of the capital of said corporation having been paid, this
certificate is filed pursuant to Section 241 of Title 8 of the Delaware Code of
1953, as amended.
IN WITNESS WHEREOF, I have duly executed this Certificate of Amendment this 12th
day of September, 1994.
/s/ William George
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William George
Incorporator
CERTIFICATE OF INCORPORATION
of
MVA MANAGEMENT, INC.
1. The name of this corporation is MVA Management, Inc.
2. The registered office of this corporation in the State of Delaware is located
at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is Corporation Service 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 3,000 shares of Common Stock, $.01 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: William George, One
International Place, Boston, MA 02110-2624.
6. Except as provided to the contrary in the provisions establishing a class or
series of stock, the amount of the authorized stock of this corporation of any
class or classes may be increased or decreased by the affirmative vote of the
holders of a majority of the stock of this corporation entitled to vote.
7. The election of directors need not be by ballot unless the by-laws shall so
require.
8. In furtherance and not in limitation of the power conferred upon the board of
directors by law, the board of directors 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 board of directors.
9. A 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 repeal of this paragraph 9 shall apply
to or have any effect on the liability or alleged liability of any director of
the corporation for or with respect to any acts or omissions of such 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 shall 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 serving at the request of
this corporation as a
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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 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 directors 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 a 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 board of
directors 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 22nd day of August, 1994.
/s/ William George
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William George, Incorporator
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