Exhibit 3.137
BY-LAWS OF
Incorporated under the Laws of the State of Georgia
Registered agent:
Registered office address:
Annual meeting time: Month ____________ Day ________ Hour ________
Fiscal year begins: Month ____________ Day ________
ARTICLE I - REGISTERED AGENT AND REGISTERED OFFICE
The name and address of the registered agent, which is the same address as
the registered office, is stated at the beginning of these by-laws. The
corporation may have other offices or branches as determined by the board of
directors.
ARTICLE II - FISCAL YEAR
The date on which the fiscal year of the corporation begins each year is
stated at the beginning of these by-laws.
ARTICLE III - MEETINGS OF SHAREHOLDERS
1. PLACE
Shareholders' meetings shall be held at the registered office of the
corporation or at another location determined by the board of directors and
stated in the notice of the meeting.
2. TIME
The time of the annual meeting of shareholders is stated at the beginning
of these by-laws. If this date falls on a legal holiday then the annual meeting
shall be held on the next business day.
3. PURPOSE
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The purpose of the annual meeting shall be to elect a board of directors
and transact other business as may come before the meeting. Matters required by
statute to be stated in the notice of the meeting which are not so stated, may
not be transacted.
4. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the president, two
directors or by the holders of at least 25% of the shares entitled to vote at a
meeting. A special meeting may be called anytime for any business purpose,
unless otherwise prohibited by statute. They shall be held at the registered
office of the corporation.
5. NOTICE
Written notice stating the place, day and time of the meeting and, in case
of a special meeting, the purpose or purposes for which the meeting is called
shall be delivered not less than 10 nor more than 50 days before the date of the
meeting. If mailed, such notice shall be considered to be delivered when
deposited in the United States Postal Service, addressed to the shareholder at
his/her address as it appears on the stock transfer books of the corporation,
with the correct amount of first class postage on it.
6. FIXING RECORD DATE
For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or for the purpose of any other action, the
board of directors shall fix in advance a date as a record date. The date shall
not be more than 50 nor less than 10 days before the meeting, nor more than 50
days prior to any other action
7. QUORUM
At any meeting of shareholders a majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum. The shareholders present in person or by proxy at such
meeting may continue to do business until adjournment even if this means the
withdrawal of enough shareholders to leave less than a quorum. If a quorum is
not present the shareholders present in person or by proxy may adjourn to a date
they agree upon.
8. PROXIES
At all meetings of shareholders, a shareholder may vote by proxy executed
in writing by the shareholder or his/her duly authorized attorney in fact. A
proxy is not valid after the expiration, of 11, months from its date unless
otherwise provided in the proxy. A proxy is not invalidated by the death or
incompetency of the shareholder, unless, before the authority is exercised,
written notice of such an adjudication is received by the corporate office
responsible for maintaining the list of shareholders.
9. VOTING
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Each outstanding share is entitled to 1 vote on each matter submitted to a
vote. A vote may be cast either orally or in writing in person or by proxy. All
elections for directors shall be decided by plurality vote; all other matters
shall be decided by majority vote.
10. WAIVER OF NOTICE
Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by the shareholder.
11. WRITTEN CONSENT OF SHAREHOLDERS
Any action may be taken without a meeting, without prior notice and without
a vote if a consent in writing, setting forth the action taken, is signed by the
holders of all the outstanding shares entitled to vote on the matter.
12. PARTICIPATION BY TELECOMMUNICATIONS
Participation in a shareholders' meeting may be by means of conference
telephone, or similar communications equipment. All persons participating in the
meeting must be able to hear each other, be advised of the use of such
equipment, and be provided with the names of individuals using such equipment.
13. ORDER OF BUSINESS.
The order of business at all meetings of the shareholders, shall be as
follows:
a. Roll call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of the preceding meeting.
d. Reports of officers.
e. Reports of committees.
f. Election of directors.
g. Unfinished business.
h. New business.
ARTICLE IV - DIRECTORS
1. GENERAL POWERS
The corporation shall be managed by the board of directors.
2. NUMBER AND TENURE OF DIRECTORS
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The number of directors of the corporation shall be at least 1. Each
director shall hold office until the next annual meeting of shareholders and
until his/her successor shall have been elected and qualified.
3. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
A vacancy occurring on the board of directors may be filled by the
affirmative vote of a majority of the board of directors even if there is less,
than a quorum of the board of directors. The board of directors so chosen shall
hold office until the next annual election of the board of directors by the
shareholders.
4. REGULAR AND SPECIAL MEETINGS
a. Regular meetings may be held without notice as determined by the board
of directors and must be held at least annually.
b. Special meetings may be called by the president or at least 2 directors
on 2 day's notice by mail or 24 hours notice by a telecommunications device. A
brief indication of the nature of the business to be transacted shall be made
part of the notice. If mailed, the notice shall be considered delivered when
deposited in the United States mail. The notice must be properly addressed and
have the correct amount of postage on it. If the notice is by telecommunications
device, it shall be considered delivered when delivered to the
telecommunications company.
c. Participation in a regular or special meeting may be by means of
conference telephone, or similar telecommunications equipment. All persons
participating in the meeting must be able to hear each other, be advised of the
use of such equipment, and be provided with the names of individuals using the
equipment.
5. QUORUM
A quorum shall consist of a majority of the board of directors.
6. ACTION BY BOARD WITHOUT A MEETING
Any action required or permitted to be taken pursuant to authorization
voted at a meeting of the board of directors or a committee of the board, may be
taken without a meeting if before or after the action all members of the board
of directors or committee consent to it in writing. The written consents shall
be filed with the minutes, of the proceedings of the board of directors or
committee.
7. WAIVER OF NOTICE
Attendance of a director at a meeting constitutes a waiver of notice of the
meeting except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.
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8. REMOVAL
Any director may be removed with or without cause by a majority vote of the
shareholders.
9. EXECUTIVE AND OTHER COMMITTEES
The board of directors, by resolution, may designate from among its
members, to the extent allowable by statute, an executive committee and other
committees, each consisting of one or more directors. Each committee shall serve
at the pleasure of the of board of directors.
ARTICLE V - OFFICERS
1. NUMBER
The officers of the corporation shall be a president, a vice president, a
secretary and a treasurer and other officers as shall from time to time be
elected or appointed by the board of directors.
2. SALARIES
The salaries of the officers shall be established by the board of
directors.
3. REMOVAL
a. Any officer or agent elected or appointed by the board of directors may
be removed by the board whenever in its judgment the best interests of the
corporation will be served.
b. An officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
board to remove such officer or agent, but the authority of such officer or
agent to act for the corporation may he suspended by the board for cause.
4. PRESIDENT
The president shall be the chief executive officer of the corporation and
subject to the control of the board of directors, supervise and control all of,
the business of the corporation. The president shall when present, preside at
all meetings of the shareholders and of the board of directors. The president
shall have authority to institute or defend legal proceedings when the directors
are deadlocked.
5. VICE-PRESIDENT
In the absence of the president or in the event of the president's death,
inability, or refusal to act, the vice-president shall have all the powers and
functions of the president and shall
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perform such other duties as the board of directors shall determine. If there is
more than one vice-president, then the executive vice-president in the event of
the above listed disabilities shall have all the powers and functions of the
president and shall perform such other duties as the board of directors shall
determine.
6. SECRETARY
The secretary shall:
a. Attend all meetings of the board of directors and of the shareholders.
b. Record all votes and minutes of all proceedings in a book to be kept for
that purpose.
c. Give notice of all meetings of shareholders and of special meetings of
the board of directors.
d. Keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board of directors.
e. When required, prepare and make available at each meeting of
shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote, indicating the number of shares of each
respective class held by each.
f. Keep all the documents and records of the corporation as required by law
or otherwise in a proper and safe manner.
g. Perform such other duties as may be assigned by the board.
7. TREASURER
The treasurer shall:
a. Have the custody of the corporate funds and securities.
b. Keep full and accurate accounts of receipts and disbursements in the
corporate books.
c. Deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.
d. Disburse the funds of the corporation as may be ordered or authorized by
the board of directors and keep vouchers for such disbursements.
e. Give to the president and board of directors at the regular meetings of
the board of directors, or whenever they require it, an account of all
his/her transactions as treasurer and of the financial condition of the
corporation.
f. Give a full financial report at the annual meeting of the shareholders,
if so requested.
g. Perform other duties assigned by the board or president.
h. If required by the board of directors, give a bond for the faithful
discharge of his/her duties in an amount and with such surety or surities
as the board of directors shall determine.
ARTICLE VI - CERTIFICATES OF SHARES
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1. CERTIFICATES FOR SHARES
Certificates representing shares of the corporation shall be in the form
determined by the board of directors. Such certificates shall be signed by the
president and by the secretary or by such other officers authorized by law and
by the board of directors. All certificate for shares and date of issue, shall
he entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares is surrendered and canceled, except that in the case of a lost, destroyed
or mutilated certificate a new one may be issued upon such terms and indemnity
to the corporation as the board of may determine.
2. TRANSFER OF SHARES
a. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled to it,
and cancel the old certificate; every transfer shall be entered on the transfer
books of the corporation which shall be kept at its principal office.
b. The corporation shall be entitled to treat the holder of record of any
share as the holder in fact of it, shall not be bound to recognize any equitable
or other claim to or interest in such share on the part of any other person
whether or not it shall have express or other notice thereof, except as
expressly provided by law.
ARTICLE VII - INDEMNIFICATION
The corporation shall indemnify to the extent allowed by the corporation
statutes of this state any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation or served any other enterprise at the request of the corporation.
The person to be indemnified must have acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful.
ARTICLE VIII - DIVIDENDS
The board of directors may declare and pay dividends or make other
distributions in cash, its bonds or its property, including the shares or bonds
of other corporations, on its outstanding shares.
ARTICLE IX - AMENDMENTS
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These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the shareholders representing a majority of all the shares
issued and outstanding at any annual shareholders' meeting or at any special
shareholders' meeting when the proposed amendment has been stated in the notice
of such meeting.
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PREFACE
This complete set of Minutes and By-laws has been drafted pursuant to the
corporation laws of the State of Georgia. You will find them to be
comprehensive, yet easy to use, and we suggest that they be used as a check list
for things to be done to get your client's corporation "off the ground".
Use the WORKSHEET below. A properly completed worksheet will enable your
typist to complete the Minutes and By-Laws without further question.
WORKSHEET
Instructions: Review these minutes and by-laws page by page. As you reach
the blanks fill in the matching blank on the worksheet. If you wish to include a
Medical/Dental Reimbursement Plan or qualify the corporation pursuant to IRC
Subchapter S. review the tax supplement included with these minutes and by-laws.
If you wish to add resolutions not found in these minutes consult the yellow
page appendix for appropriate forms, check the box for additional materials
following "Note" in the margin of the worksheet and dictate the resolutions to
your secretary. Give the complete worksheet to your typist together with the
minutes and by-laws.
MINUTES
Consent to action taken to organize the corporation by the directors
GA-1 1. Name of corporation Puckett Ambulance Service, Inc.
2. Set forth the value of the consideration received for the shares
issued and complete Schedule A, appended, itemizing consideration
other than money received for shares issued:
shareholder number of shares consideration ($)
- ----------- ---------------- -----------------
Steve Puckett 500 $500.00
GA-2 3. Officers appointed: president Steve Puckett
vice-president --
secretary Rene Buchanan
treasurer Steve Puckett
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4. Impress corporate seal in margin.
GA-3 5. Resolution allocating consideration for par value shares ________
delete include and insert allocation to stated capital for $________
per share.
GA-3 6. Resolution authorizing "purchase" or "lease" of business premises
delete _____________ Include and complete by inserting either
"purchase" or "lease": insert address Lease - 3845 Powder Springs
Rd., Ste 206 Powder Springs, GA 30073
If a purchase money mortgage is given insert a resolution
authorizing the execution of the mortgage or use the form of
resolution supplied by the lending institution.
7. Resolution adopting a written proposal to acquire assets of an
existing business entity delete include and annex a written proposal
to the minutes a complete: proposal from _______________ dated
________________ 19__, number of shares
GA-4 8. Insert name of bank ________________________________________________
located at _________________________________________________________
Note. 9. Delete inappropriate resolutions listed below by crossing them out.
Note 10. Additional resolutions may be added on a separate sheet typed and
paged GA-4a.
11. Dated: __________________ 19__ Obtain proper signatures
12. Add to list of appended items
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BY-LAWS
GA-A 1. Registered agent Steve Puckett
2. Registered office address 3845 Powder Springs Rd., Ste 102
Powder Springs, Ga 30073
3. Annual meeting time: month ___________ day ________ hour _________
4. Fiscal year begins: month ___________ day ________
As Called.
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