Exhibit 3.142
CERTIFICATE OF INCORPORATION
OF
SEMINOLE COUNTY AMBULANCE ACQUISITION, INC.
ARTICLE I
NAME OF CORPORATION
The name of this corporation is
Seminole County Ambulance Acquisition, Inc.
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the corporation in the state of
Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of
Kent, and the name of its registered agent at that address is The Prentice-Hall
Corporation System, Inc.
ARTICLE III
PURPOSE
The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
The corporation shall be authorized to issue one class of stock to be
designated Common Stock; the total number of shares which the corporation shall
have authority to issue is one thousand (1,000), and each such share shall have
a par value of one cent ($.01).
ARTICLE V
INCORPORATOR
The name and mailing address of the incorporator of the corporation is:
Gerard A. Thompson
620 Newport Central Drive, Suite 1450
Newport Beach, California 92660
ARTICLE VI
BOARD POWER REGARDING BYLAWS
In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized to make, repeal, alter, amend and
rescind the bylaws of the corporation.
ARTICLE VII
ELECTION OF DIRECTORS
Elections of directors need not be by written ballot unless the bylaws of
the corporation shall so provide.
ARTICLE VIII
LIMITATION OF DIRECTOR LIABILITY
To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or may hereafter be amended, a director of the corporation shall
not be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. If the Delaware General Corporation Law
is amended after the date of the filing of this Certificate of Incorporation to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended from time to time. No repeal or
modification of this Article VIII by the stockholders shall adversely affect any
right or protection of a director of the corporation existing by virtue of this
Article VIII at the time of such repeal or modification.
ARTICLE IX
CORPORATE POWER
The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.
ARTICLE X
CREDITOR COMPROMISE OR ARRANGEMENT
Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application
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of any receiver or receivers appointed for this corporation under the provisions
of section 291 of Title 8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed for this corporation
under the provisions of Section 279 of Title 8 of the Delaware Code order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation to do business both within and without the State of
Delaware, and in pursuance of the Delaware General Corporation Law, does hereby
make and file this Certificate.
Date: March 25, 1992
/s/ Gerard A. Thompson
--------------------------------
Gerard A. Thompson
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SEMINOLE COUNTY AMBULANCE ACQUISITION, INC.
Seminole County Ambulance Acquisition, Inc., a corporation organized under
the General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies as follows:
1. Article I of the Certificate of Incorporation of the Corporation is
hereby amended to read in its entirety as follows:
"ARTICLE I
The name of the Corporation is Seminole County Ambulance, Inc."
2. The amendment set forth has been duly approved by the directors of the
Corporation and by the stockholders entitled to vote thereon.
3. The amendment set forth was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, I, the undersigned, being the president of the
Corporation, for the purpose of amending the Certificate of Incorporation of the
Corporation pursuant to Section 242 of the General Corporation Law of the State
of Delaware, do make and file this certificate, hereby declaring and certifying
that the facts herein stated are true, and accordingly have hereunto set my
hand, this 21 day of August, 1992.
/s/ George B. DeHuff III
--------------------------------
George B. DeHuff III
Attest:
/s/ Gerard A. Thompson
- -----------------------------
Gerard A. Thompson
Assistant Secretary
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
Seminole County Ambulance, 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
The Prentice-Hall Corporation System, Inc. and the present registered
office of the corporation is in the county of New Castle.
The Board of Directors of Seminole County Ambulance, Inc. adopted the
following resolution on the 22 day of November, 1995.
Resolved, that the registered office of Seminole County Ambulance, 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, Seminole County Ambulance, Inc. has caused this
statement to be signed by Robert H. Byrne, its Secretary*, this 22 day of
November, 1995.
/s/ X
- ------------------------------------
Secretary
(Title)
*Any authorized officer or the chairman or Vice-Chairman of the Board of
Directors may execute this certificate.
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