Exhibit 3.139
BY-LAWS
of
DADE MIAMI EASTERN AMBULANCE SERVICE, INC.
Article 1
Stockholders' Meetings
All meetings of Stockholders shall be held at the principal office of the
Corporation or at such other place or places in Dade County, Florida, as the
notice thereof may specify.
Article 2
Annual Meetings
The annual meeting of the Stockholders of the Corporation shall be held at
4:30 o'clock P.M. on the last Friday in June in each year, if not a legal
holiday, and if a legal holiday, then at the same time on the first succeeding
Monday thereafter. In the event that such annual meeting is omitted by oversight
or otherwise, then the Directors shall cause a meeting in lieu thereof to be
held as soon thereafter as conveniently may be, and any business transacted or
elections held at such meeting shall be as valid as if transacted or held at the
annual meeting. Such subsequent meeting shall be called in the same manner as
provided for the annual Stockholders' meeting.
Article 3
Special Meetings
Escept as otherwise provided by law, special meetings of the Stockholders
of the Corporation may be held whenever called by the President or by the
Secretary or by the Treasurer or by a majority of the Board of Directors or
whenever one or more Stockholders who are entitled to vote and who hold at least
25% of the Capital Stock issued and outstanding shall make written application
therefor to the Secretary stating the time, place and purpose of the meeting
called for.
Article 4
Notice of Stockholders' Meetings
Notice of all Stockholders' meetings stating the time and the place and the
object for which such meetings are called shall be given by the President or by
the Treasurer or by the Secretary or by any one or more Stockholders entitled to
call special meeting by mail not less than ten or more than forty days prior to
the date of the meeting, to each Stockholder of record at his address as it
appears on the stock books of the corporation, unless he shall have filed with
the
Secretary of the Corporation a written request that notice intended for him be
mailed to some other address, in which case it shall be mailed to the address
designated in such request. The person giving such notice shall make an
affidavit in relation thereto.
Any meeting of which a majority in interest of the Stockholders entitled to
vote shall at any time waive or have waived notice in writing shall be a legal
meeting for the transaction of business notwithstanding that notice has not been
given as hereinbefore provided.
Article 5
Waiver of Notice
Whenever any notice whatever is required to be given by these By-Laws or by
the Articles of Incorporation of this Corporation or by any of the corporation
laws of the State of Florida, a waiver thereof, in writing, signed by the person
or persons entitled to such notices, whether at, before or after the time stated
therein, shall be deemed equivalent thereto.
Article 6
Quorum of Stockholders
Except as hereinafter provided and except as otherwise provided by law, at
any meeting of the Stockholders, a majority in interest of the Stockholders
entitled to vote represented by Stockholders of record in person or by proxy
shall constitute a quorum; but a less interest may adjourn any meeting and the
meeting may be held adjourned without further notice.
Article 7
Proxy and Voting
Stockholders of record entitled to vote may vote at any meeting either in
person or by proxy in writing which shall be filed with the Secretary of the
meeting before being voted. Such proxy shall entitle the holders thereof to vote
at any adjournment of such meeting but shall not, be valid after the final
adjournment thereof. No proxy shall be valid after the expiration of eleven
months from the date of its execution unless the stockholder executing it shall
have specified therein the length of time it is to continue in force, which
shall be for some limited period. Each Stockholder entitled to vote shall be
entitled to one vote for each share of stock held by him. At all elections of
Directors, each Stockholder shall be entitled to as many votes as shall equal
the number of his shares of stock multiplied by the number of Directors to be
elected and he may cast all of such votes for a single Director or he may
distribute them among the number to be voted for or any two or more of them as
he may see fit.
Article 8
Board of Directors
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A Board of Directors shall be chosen by ballot at the annual meeting of the
Stockholders or at any meeting held in place thereof as provided by law. The
number of Directors of this Corporation shall be not less than three and no more
than seven. Each Director shall serve until the next annual meeting of the
Stockholders and until his successor is duly elected and qualified. Directors
need not be Stockholders in the Corporation.
Article 9
Powers of Directors
The Board of Directors shall have the entire management of the business of
the Corporation. In the management and control of the property, business and
affairs of the Corporation the Board of Directors is hereby vested with all the
powers possessed by the Corporation itself, so far as this delegation of
authority is not inconsistent with the laws of the State of Florida, with the
Certificate of Incorporation, or with these By-Laws.
Article 10
Meetings of the Board of Directors
Regular meetings of the Board of Directors shall be held at such places in
Dade County, Florida, and at such times as the Board by vote may determine and
if so determined no notice thereof need be given. Special meetings of the Board
of Directors may be held at any time or place in Dade County, Florida, whenever
called by the President, the Secretary, or the Treasurer, or by any two
Directors, notice thereof being given to each Director by the Secretary at any
time, provided all the Directors are present or those not present shall have
waived notice thereof. Notice of special meetings, stating the time and place
thereof, shall be given by mailing the same to each Director at his residence or
business address at least two days before the meeting or by delivering the same
to him personally, or by telegraphing the same to him at his residence or
business address not later than the day before the date on which the meeting is
to be held.
Article 11
Election of Officers
The Officers of the Corporation shall be elected by the Board of Directors
after the Board has been elected by the Stockholders and a meeting may be held
without notice for this purpose immediately after the annual meeting of the
Stockholders and at the same place.
Article 12
Quorum of Directors
A majority of the members of the Board of Directors as constituted for the
time being shall constitute a quorum for the transaction of business, but a
lesser number (not less than two) may adjourn any meeting and the meeting may be
held as adjourned without further notice.
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When a quorum is present at any meeting, a majority of the members present
thereat shall decide any question brought before such meeting, except as
otherwise provided by law or by these By-Laws.
Article 13
Officers
The Officers of this Corporation shall be a President, a Vice-President and
a Secretary-Treasurer; and such additional officers as the Board of Directors
may in its discretion deem advisable. The Board of Directors ray elect a
chairman of the Board of Directors who, when present, shall preside at all
meetings of the Board of Directors and who shall have such other powers as the
Board shall prescribe.
Article 14
Eligibility of Officers
The President and the Chairman of the Board of Directors need not be
Stockholders but must be Directors of the Corporation. Any person may hold more
than one office provided the duties thereof can be consistently performed by the
same person and provided further that no one person shall at the same time hold
three offices of President, Secretary and Treasurer.
Article 15
Additional Officers and Agents
The Board of Directors, at its discretion, may appoint a general manager,
one or more assistant treasurers, and one or more assistant secretaries, and
such other officers or agents as it may deem advisable, and prescribe the duties
thereof.
Article 16
President
The President shall be the chief executive officer of the Corporation, and
when present, shall preside at all meetings of the Stockholders and, unless a
chairman of the Board of Directors has been elected and is present, shall
preside at meetings of the Board of Directors. The President or a
Vice-President, unless some other person is specifically authorized by vote of
the Board of Directors, shall sign all certificates of stock, bonds, deeds,
mortgages, extension agreements, modification of mortgage agreements, leases,
and contracts of the corporation. He shall perform all the duties commonly
incident to his office and shall perform such other duties as the Board of
Directors shall designate.
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Article 17
Vice-President
Except as especially limited by vote of the Board of Directors, any
Vice-President shall perform the duties and have the powers of the President
during the absence or disability of the President and shall have the power to
sign all certificates of stock, bonds, deeds, and contracts of the Corporation.
He shall perform such other duties and have such other powers as the Board of
Directors shall designate.
Article 18
Secretary
The Secretary shall keep accurate minutes of all meetings of the
Stockholders and the Board of Directors, and shall perform all the duties
commonly incident to his office, and shall perform such other duties and have
such other powers as the Board of Directors shall designate. The Secretary shall
have power, together with the President or a Vice-President, to sign
certificates of stock of the Corporation. In his absence at any meeting an
assistant Secretary or a secretary pro tempore shall perform his duties thereat.
The Secretary, any assistant secretary, and any secretary pro tempore shall be
sworn to the faithful discharge of their duties.
Article 19
Treasurer
The Treasurer, subject to the order of the Board of Directors, shall have
the care and custody of the money, funds, valuable papers, and documents of the
Corporation (other than his own bond, if any, which shall be in the custody of
the President), and shall have and exercise, under the supervision of the Board
of Directors, all the powers and duties commonly incident to his office, and
shall give bond in such form and with such sureties as shall be required by the
Board of Directors. He shall deposit all funds of the Corporation in such bank
or banks, trust company or trust companies, or with such firm or firms, doing a
banking business, as the Directors shall designate. He may endorse for deposit
or collection all checks and notes payable to the Corporation or to its order,
may accept drafts on behalf of the Corporation, and together with the President
or a vice-president may sign certificates of stock. He shall keep accurate books
of account of the Corporation's transactions which shall be the property of the
Corporation, and, together with all its property in his possession, shall be
subject at all times to the inspection and control of the Board of Directors.
All checks, drafts, notes, or other obligations for the payment of money
shall be signed by such Officer or Officers or agent or agents as the Board of
Directors shall be general or special resolution direct. The Board of Directors
may also in its discretion, require, by general or special resolutions, that
checks, drafts, notes, and other obligations for the payment of money shall be
countersigned or registered as a condition to their validity by such officer or
officers or agent or agents as shall be directed in such resolution.
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Article 20
Resignations and Removals
Any Director or Officer of the Corporation may resign at any time by giving
written notice to the Corporation, to the Board of Directors, or to the Chairman
of the Board, or to the President, or to the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein, or, if the
time be not specified therein, upon its acceptance by the Board of Directors.
The Stockholders entitled to vote, at any meeting called for the purpose,
by vote of a majority of the stock issued and outstanding, may remove from
office any Director or other Officer elected or appointed by the Stockholders
entitled to vote or Board of Directors and elect or appoint his successor. The
Board of Directors, by vote of not less than a majority of the entire Board, may
remove from office any Officer or agent elected or appointed by it.
Article 21
Vacancies
If the office of any Director or Officer or agent be comes vacant by reason
of death, resignation, removal, disqualification, or otherwise, the Directors
may by vote of a majority of a quorum choose a successor or successors who shall
hold office for the unexpired term. If there be less than a quorum of the
Directors but at least two Directors at the time is office, the Directors may,
by a majority vote, choose a successor or successors who shall hold office for
the unexpired term. Vacancies in the Board of Directors may be filled for the
unexpired term by the Stockholders entitled to vote at a meeting called for that
purpose, unless such vacancy shall nave been filled by the Directors. Vacancies
resulting from an increase in the number of Directors may be filled in the same
manner.
Article 22
Certificates of Stock
Every Stockholder shall be entitled to a certificate or certificates of the
Capital Stock of the Corporation in such form as may be prescribed by the Board
of Directors, duly numbered and sealed with the Corporate Seal of the
Corporation and setting forth the number and kind of shares. Such certificates
shall be signed by the President or a Vice-President and by the Treasurer or an
assistant treasurer or the Secretary or an assistant secretary.
Article 23
Transfer of Stock
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Shares of stock may be transferred by delivery of the certificate
accompanied either by an assignment in writing on the back of the certificate or
by a written power of attorney to seal, assign, and transfer the same on the
books of the Corporation, signed by the person appearing by the certificate to
be the owner of the shares represented thereby, together, with all necessary
federal and state transfer stamps affixed, and shall be transferable on the
books of the Corporation upon surrender thereof so assigned or endorsed. The
person registered on the books of the Corporation as the owner of any shares of
stock shall be entitled to all the rights of ownership with respect to such
shares. It shall be the duty of every stockholder to notify the Corporation of
his post office address.
Article 24
Transfer Books
The transfer books of the stock of the Corporation may be closed for such
period, not exceeding forty days, in anticipation of Stockholders' meetings as
the Board of Directors may determine. In lieu of closing the transfer books, the
Board of Directors may fix a day not more than forty days prior to the day of
holding any meeting of Stockholders as the day as of which Stockholders entitled
to notice of and to vote at such meeting shall be determined; and only
Stockholders of record on such day shall be entitled to notice of or to vote at
such meeting.
Article 25
Loss of Certificates
In case of the loss, mutilation, or destruction of a certificate of stock,
a duplicate certificate may be issued upon such terms as the Board of Directors
shall prescribe.
Article 26
Seal
The Seal of this Corporation shall consist of a flat faced circular die
with the following words and figures cut or engraved thereon:
DADE MIAMI EASTERN AMBULANCE SERVICE, INC.
Article 27
Amendments
The By-Laws of the Corporation regardless of whether made by the
Stockholders entitled to vote or by the Board of Directors, may be amended,
added to, or repealed by vote of the holders of not less than 75% of the issued
and outstanding Capital Stock of this Corporation, at
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any meeting of the Stockholders entitled to vote, provided notice of the
proposed change is given in the notice of meeting, or notice thereof is waived
in writing.
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