Exhibit 3.126
CERTIFICATE OF INCORPORATION
of
AMERICAN/MMAS ACQUISITION, INC.
1. The name of this corporation is American/MMAS Acquisition, 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 say 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: Keith F. Higgins,
One International Place, Boston, MA 02110.
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 parson 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 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 expanses), 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 28th day of October, 1992.
/s/ Keith F. Higgins
----------------------------------
Keith F. Higgins, Incorporator
2
CERTIFICATE OF MERGER
OF
MOBILE MEDIC AMBULANCE SERVICE, INC.
INTO
AMERICAN/MMAS ACQUISITION, INC.
The undersigned corporations do hereby certify:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger are as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Mobile Medic Ambulance Service, Inc. Mississippi
American/MMAS Acquisition, Inc. Delaware
SECOND: That an Agreement and Plan of Reorganization between the parties to
the merger has bean approved, adopted, certified, executed and acknowledged by
each of the constituent corporations in accordance with the requirements of
Section 252 of the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is
AMERICAN/MMAS ACQUISITION, INC., which shall herewith be changed to MOBILE MEDIC
AMBULANCE SERVICE, INC., a Delaware corporation.
FOURTH: The Certificate of Incorporation of AMERICAN/MMAS ACQUISITION,
INC., a Delaware Corporation, shall be the Certificate of Incorporation of the
surviving corporation except that ARTICLE FIRST shall be amended to read as
follows:
FIRST: The name of this corporation shall be:
MOBILE MEDIC AMBULANCE SERVICE, INC.
FIFTH: That the executed Agreement and Plan of Reorganization is on file at
the principal place of business of the surviving corporation, the address of
which is 67 Batterymarch Street, Suite 300, Boston, Massachusetts 02110.
SIXTH: That a copy of the Agreement and Plan of Reorganization will be
famished on request and without cost, to any stockholder of either constituent
corporation.
SEVENTH: That the authorized capital stock of the foreign corporation which
is a party to the merger is as follows:
Par Value
Corporation Class Shares Per Share
- ----------- ----- ------ ---------
Mobile Medic Ambulance Service, Inc. Common 5,000 $1.00
Dated: November 3, 1992.
MOBILE MEDIC AMBULANCE SERVICE, INC. AMERICAN/MMAS ACQUISITION, INC.
By: /s/ John K. Rester By: /s/ Dominic J. Puopolo
-------------------------------- --------------------------------
John K. Rester, President Title: President
ATTEST: ATTEST:
By: /s/ X By: /s/ X
-------------------------------- --------------------------------
Title: Assistant Secretary Title: Secretary
2
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
Mobile Medic. Ambulance Service, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle
The Board of Directors of Mobile Medic Ambulance Service, Inc. adopted the
following resolution on the 1st day of September, 1996.
Resolved, that the registered office of Mobile Medic Ambulance Service,
Inc.
in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.
IN WITNESS WHEREOF, Mobile Medic Ambulance Service, Inc. has caused this
statement to be signed by William George, its Vice President*, this 1st day of
September, 1996.
/s/ William George
-----------------------------------
William George, Vice President
(Title)
* Any authorized officer or the chairman or Vice-Chairman of the Board of
Directors may execute this certificate.