Exhibit 3.18
ARTICLES OF INCORPORATION
OF
PMI ACQUISITION CORP.
I
The name of this corporation is: PMI Acquisition Corp.
II
The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The name and address in the State of California of this corporation's
initial agent for service of process is:
Corporation Service Company Which Will Do Business In
California as CSC-Lawyers Incorporating Service
IV
This corporation is authorized to issue only one class of stock; and the
total number of shares which this corporation is authorized to issue is:
10,000 shares of Common Stock, $.01 par value
V
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law. Any
repeal or modification of this Article shall only be prospective and shall not
affect the rights under this Article in effect at the time of the alleged
occurrence of any action or omission to act giving rise to liability.
VI
The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to the corporation and its shareholders through Bylaw provisions, or through
agreements with the agents or through shareholder resolutions, or otherwise, in
excess of the indemnification otherwise permitted by Section 317 of the
California Corporations Code, subject to the limits on such excess
indemnification set forth in Section 204 of the California Corporations Code.
Any repeal or modification of this Article shall only be prospective and shall
not affect the rights under this Article in effect at the time of the alleged
occurrence of any action or omission to act giving rise to indemnification.
/s/ Dominic J. Puopolo
----------------------------------------
Dominic J. Puopolo
Dated: May 22, 1992
2
AGREEMENT OF MERGER
BETWEEN
VANGUARD AMBULANCE SERVICES
AND
PMI ACQUISITION CORP.
This Agreement of Merger is entered into between PMI Acquisition Corp., a
California corporation (the "Surviving Corporation") and Vanguard Ambulance
Services, a California corporation (the "Merging Corporation").
1. Merging Corporation shall be merged into Surviving Corporation.
2. Article I of the Articles of Incorporation of the Surviving Corporation
is amended to read as follows:
The name of this corporation is: Vanguard Ambulance Services.
3. Each outstanding share of Common Stock of Merging Corporation shall be
converted to cash of $3.80 per share and 1.30316 shares of Common Stock of
American Medical Response, Inc., a Delaware corporation and parent of the
Surviving Corporation.
4. The outstanding shares of Surviving Corporation shall remain outstanding
and are not affected by the merger.
5. Merging Corporation shall from time to time, as and when requested by
Surviving Corporation, execute and deliver all such documents and instruments
and take all such action necessary or desirable to evidence or carry out this
merger.
6. The effect of this merger and the effective date of the merger are as
prescribed by law.
IN WITNESS WHEREOF the parties have executed this Agreement on August 7,
1992.
VANGUARD AMBULANCE SERVICES, PMI ACQUISITION CORP.,
a California corporation a California corporation
By: /s/ Paul T. Shirley By: /s/ Dominic J. Puopolo
--------------------------------- ------------------------------------
Paul T. Shirley Dominic J. Puopolo
President President
By: /s/ Robert J. Allen By: /s/ Paul M. Verrochi
--------------------------------- ------------------------------------
Robert Allen Paul M. Verrochi
Secretary Secretary
AMERICAN MEDICAL RESPONSE, INC.,
a Delaware corporation
By: /s/ Paul M. Verrochi
---------------------------------
Paul M. Verrochi
President
By: /s/ Dominic J. Puopolo
---------------------------------
Dominic J. Puopolo
Treasurer
2
VANGUARD AMBULANCE SERVICES
CERTIFICATE OF APPROVAL
OF AGREEMENT OF MERGER
Paul T. Shirley and Robert Allen certify that:
1. They are the President and Secretary, respectively, of Vanguard
Ambulance Services, a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and the directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is 1,000,000.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 7, 1992
/s/ Paul T. Shirley
----------------------------------------
Paul T. Shirley, President
/s/ Robert Allen
----------------------------------------
Robert Allen, Secretary
PMI ACQUISITION CORP.
CERTIFICATE OF APPROVAL
OF AGREEMENT OF MERGER
Dominic J. Puopolo and Paul M. Verrochi certify that:
1. They are the President and Secretary, respectively, of PMI Acquisition
Corp., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the sole shareholder and the sole director of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is 10,000.
5. Equity securities of the corporation's parent corporation, American
Medical Response, Inc., a Delaware corporation, are to be issued in the merger
described in the Agreement of Merger. The required vote of the shareholders of
the parent corporation was obtained.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 7, 1992
/s/ Dominic J. Puopolo
----------------------------------------
Dominic J. Puopolo, President
/s/ Paul M. Verrochi
----------------------------------------
Paul M. Verrochi, Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
VANGUARD AMBULANCE SERVICES
PAUL T. SHIRLEY and ROB ALLEN, certify that:
1. They are the President and Secretary, respectively, of Vanguard
Ambulance Services, a California corporation.
2. Article I. of the Articles of Incorporation of this corporation is
amended to read as follows:
"The name of this corporation is American Medical Response West."
3. The foregoing Amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing Amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The Corporation has only one class of shares and the
number of outstanding shares of the corporation is 10,000. The number of shares
voting in favor of the amendment equaled or exceeded the vote required. The
percentage vote required was more than fifty percent (50%).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated: 10/22, 1992
/s/ Paul T. Shirley
----------------------------------------
PAUL T. SHIRLEY, President
/s/ Robert Allen
----------------------------------------
ROB ALLEN, Secretary
AGREEMENT OF MERGER
OF
LIFE MEDICAL INDUSTRIES, INC.
AMR WEST BLS
SHIRLEY ENTERPRISES, INC.
DOCTORS AMBULANCE OF MODESTO, INC.
INTENSIVE CARE AMBULANCE, INC.
AND
AMERICAN MEDICAL RESPONSE WEST
AGREEMENT OF MERGER entered into on December 22, 1995 by Life Medical
Industries, Inc., AMR West BLS, Shirley Enterprises, Inc., Doctors Ambulance of
Modesto, Inc., Intensive Care Ambulance, Inc. and American Medical Response West
as approved by the Board of Directors of each of said corporations:
1. AMR West BLS, Shirley Enterprises, Inc., Doctors Ambulance of Modesto,
Inc. and Intensive Care Ambulance, Inc. which are corporations incorporated in
the State of California, and Life Medical Industries, Inc., a Delaware
corporation, all of which are sometimes hereinafter referred to as the
"disappearing corporations," shall be merged with and into American Medical
Response West, which is a corporation incorporated in the State of California,
and which is sometimes hereinafter referred to as the "surviving corporation".
2. The separate existence of the disappearing corporations shall cease upon
the effective date of the merger which shall be December 31, 1995 at 11:59 p.m.
in accordance with the provisions of the General Corporation Law of the State of
California.
3. The surviving corporation shall continue its existence under American
Medical Response West pursuant to the provisions of the General Corporation Law
of the State of California.
4. The Articles of Incorporation of the surviving corporation upon the
effective date of the merger shall be the Articles of Incorporation of said
surviving corporation and shall continue in full force and effect until amended
and changed in the manner prescribed by the provisions of the General
Corporation Law of the State of California.
5. The bylaws of the surviving corporation upon the effective date of the
merger shall be the bylaws of said surviving corporation and shall continue in
full force and effect until changed, altered or amended as therein provided and
in the manner prescribed by the provisions of the General Corporation Law of the
State of California.
6. The directors and officers in office of the surviving corporation upon
the effective date of the merger shall continue to be the lumbers of the Board
of Directors and the officers of the surviving corporation, all of whom shall
hold their directorships and offices until the election, choice, and
qualification of their respective successors or until their tenure is otherwise
terminated in accordance with the bylaws of the surviving corporation.
7. All of the issued and outstanding shares of each disappearing
corporation shall, upon the effective date of the merger, be converted into an
equivalent number of shares of the surviving corporation as follows: (a) 100
issued and outstanding shares of Life Medical Industries, Inc. shall, upon the
effective date of the merger, be converted into 100 shares of the surviving
corporation; (b) 5,000 issued and outstanding shares of AMR West BLS shall, upon
the effective date of the merger, be converted into 5,000 shares of the
surviving corporation; (c) 10,000 issued and outstanding shares of Shirley
Enterprises, Inc. shall, upon the effective date of the merger, be converted
into 10,000 shares of the surviving corporation; (d) 500 issued and outstanding
shares of Doctors Ambulance of Modesto, Inc. shall, upon the effective date of
the merger, be converted into 500 shares of the surviving corporation; and (e)
571.1724936521072 issued and outstanding shares of Intensive Care Ambulance,
Inc. shall, upon the effective date of the merger, be converted into
571.1724936521072 shares of the surviving corporation. The issued shares of the
surviving corporation shall not be converted or exchanged in any manner or any
consideration be paid therefor, but each said share which is issued as of the
effective date of the merger shall continue to represent one issued share of the
surviving corporation.
8. The Agreement of Merger herein entered into and approved shall be
submitted to the shareholders entitled to vote thereon of the disappearing
corporations and of the surviving corporation for their approval or rejection in
the manner prescribed by the provisions of the General Corporation Law of the
State of California.
9. In the event that this Agreement of Merger shall have been approved by
the shareholders entitled to vote of the disappearing corporations and of the
surviving corporation in the manner prescribed by the provisions of the General
Corporation Law of the State of California, the disappearing corporations and
the surviving corporation hereby agree that they will cause to be executed and
filed and/or recorded any document or documents prescribed by the laws of the
State of California, and that they will course to be performed all necessary
acts therein and elsewhere to effectuate the merger.
10. The Board of Directors and the proper officers of the disappearing
corporations and of the surviving corporation, respectively, are hereby
authorized, empowered and directed to do any and all acts and things, and to
make, execute, deliver, file and/or record any and all instruments, papers and
documents which shall be or become necessary, proper or convenient to carry out
or put into effect any of the provisions of this Agreement of Merger or of the
merger herein provided for.
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
LIFE MEDICAL INDUSTRIES, INC.
By: /s/ William George
------------------------------------
Name: William George
Title: Vice President
By: /s/ William George
------------------------------------
Name: William George
Title: Assistant Secretary
AMR WEST BLS
By: /s/ William George
------------------------------------
Name: William George
Title: Vice President
By: /s/ William George
------------------------------------
Name: William George
Title: Assistant Secretary
SHIRLEY ENTERPRISES, INC.
By: /s/ William George
------------------------------------
Name: William George
Title: Vice President
By: /s/ William George
------------------------------------
Name: William George
Title: Assistant Secretary
3
DOCTORS AMBULANCE OF MODESTO, INC.
By: /s/ William George
------------------------------------
Name: William George
Title: Vice President
By: /s/ William George
------------------------------------
Name: William George
Title: Assistant Secretary
INTENSIVE CARE AMBULANCE, INC.
By: /s/ William George
------------------------------------
Name: William George
Title: Vice President
By: /s/ William George
------------------------------------
Name: William George
Title: Assistant Secretary
AMERICAN MEDICAL RESPONSE WEST
By: /s/ William George
------------------------------------
Name: William George
Title: Vice President
By: /s/ William George
------------------------------------
Name: William George
Title: Assistant Secretary
4
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
OF
AMERICAN MEDICAL RESPONSE WEST
William George states and certifies that:
1. He is the Vice President and Assistant Secretary of American Medical
Response West, a California corporation.
2. The agreement of merger in the form attached was duly approved by the
Board of Directors and shareholders of the corporation.
3. There is only one class of shares and the total number of outstanding
shares is 10,000.
4. The shareholder percentage vote required for the aforesaid approval was
100 percent.
5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equaled or
exceeded the vote required.
On the date set forth below, in the City/Town of Aurora in the State of
Colorado, the undersigned does hereby declare under the penalty of perjury under
the laws of the State of California that he signed the foregoing certificate in
the official capacity set forth beneath his signature, and that the statements
set forth in said certificate are true of his own knowledge.
Signed on December 27, 1995.
By: /s/ William George
------------------------------------
William George
Title: Vice President and Assistant
Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
OF
LIFE MEDICAL INDUSTRIES, INC.
INTO
AMERICAN MEDICAL RESPONSE WEST
William George states and certifies that:
1. He is the Vice President and Assistant Secretary of Life Medical
Industries, Inc., a Delaware corporation.
2. The agreement of merger in the form attached was duly approved by the
Board of Directors and shareholders of the corporation.
3. There is only one class of shares and the total number of outstanding
shares is 100.
4. The shareholder percentage vote required for the aforesaid approval was
100 percent.
5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equaled or
exceeded the vote required.
On the date set forth below, in the City/Town of Aurora in the State of
Colorado, the undersigned does hereby declare under the penalty of perjury under
the laws of the State of California that he signed the foregoing certificate in
the official capacity set forth beneath his signature, and that the statements
set forth in said certificate are true of his own knowledge.
Signed on December 27, 1995.
By: /s/ William George
------------------------------------
William George
Title: Vice President and Assistant
Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
OF
AMR WEST BLS
INTO
AMERICAN MEDICAL RESPONSE WEST
William George states and certifies that:
1. He is the Vice President and Assistant Secretary of AMR West BLS, a
California corporation.
2. The agreement of merger in the form attached was duly approved by the
Board of Directors and shareholders of the corporation.
3. There is only one class of shares and the total number of outstanding
shares is 5,000.
4. The shareholder percentage vote required for the aforesaid approval was
100 percent.
5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equaled or
exceeded the vote required.
On the date set forth below, in the City/Town of Aurora in the State of
Colorado, the undersigned does hereby declare under the penalty of perjury under
the laws of the State of California that he signed the foregoing certificate in
the official capacity set forth beneath his signature, and that the statements
set forth in said certificate are true of his own knowledge.
Signed on December 27, 1995.
By: /s/ William George
------------------------------------
William George
Title: Vice President and Assistant
Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
OF
SHIRLEY ENTERPRISES, INC.
INTO
AMERICAN MEDICAL RESPONSE WEST
William George states and certifies that:
1. He is the Vice President and Assistant Secretary of Shirley Enterprises,
Inc., a California corporation.
2. The agreement of merger in the form attached was duly approved by the
Board of Directors and shareholders of the corporation.
3. There is only one class of shares and the total number of outstanding
shares is 10,000.
4. The shareholder percentage vote required for the aforesaid approval was
100 percent.
5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equated or
exceeded the vote required.
On the date set forth below, in the City/Town of Aurora in the State of
Colorado, the undersigned does hereby declare under the penalty of perjury under
the laws of the State of California that he signed the foregoing certificate in
the official capacity set forth beneath his signature, and that the statements
set forth in said certificate are true of his own knowledge.
Signed on December 27, 1995.
By: /s/ William George
------------------------------------
William George
Title: Vice President and Assistant
Secretary
2
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
OF
DOCTORS AMBULANCE OF MODESTO, INC.
INTO
AMERICAN MEDICAL RESPONSE WEST
William George states and certifies that:
1. He is the Vice President and Assistant Secretary of Doctors Ambulance of
Modesto, Inc., a California corporation.
2. The agreement of merger in the form attached was duly approved by the
Board of Directors and shareholders of the corporation.
3. There is only one class of shares and the total number of outstanding
shares is 500.
4. The shareholder percentage vote required for the aforesaid approval was
100 percent.
5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equaled or
exceeded the vote required.
On the date set forth below, in the City/Town of Aurora in the State of
Colorado, the undersigned does hereby declare under the penalty of perjury under
the laws of the State of California that he signed the foregoing certificate in
the official capacity set forth beneath his signature, and that the statements
set forth in said certificate are true of his own knowledge.
Signed on December 27, 1995.
By: /s/ William George
------------------------------------
William George
Title: Vice President and Assistant
Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
OF
INTENSIVE CARE AMBULANCE, INC.
INTO
AMERICAN MEDICAL RESPONSE WEST
William George states and certifies that:
1. He is the Vice President and Assistant Secretary of Intensive Care
Ambulance, Inc., a California corporation.
2. The agreement of merger in the form attached was duly approved by the
Board of Directors and shareholders of the corporation.
3. There is only one class of shares and the total number of outstanding
shares is 571.1724936521072.
4. The shareholder percentage vote required for the aforesaid approval was
100 percent.
5. The principal terms of the merger agreement in the form attached were
approved by the corporation by a vote of the number of shares which equaled or
exceeded the vote required.
On the date set forth below, in the City/Town of Aurora in the State of
Colorado, the undersigned does hereby declare under the penalty of perjury under
the laws of the State of California that he signed the foregoing certificate in
the official capacity set forth beneath his signature, and that the statements
set forth in said certificate are true of his own knowledge.
Signed on December 27, 1995.
By: /s/ William George
------------------------------------
William George
Title: Vice President and Assistant
Secretary
CERTIFICATE OF OWNERSHIP
Gregory Guckes and Dennis R. Bolt certify that:
1. They are the President and Secretary, respectively, of American Medical
Response West, a California corporation ("AMR West").
2. AMR West owns all the outstanding shares of Pajaro Valley Ambulance
Service, Inc., a California corporation.
3. The Board of Directors of AMR West duly adopted the following
resolutions by unanimous written consent on September 28, 1995:
RESOLVED: That it is in the best interests of this Corporation to merge
Pajaro Valley Ambulance Service, Inc., a California corporation
("Pajaro") and a wholly-owned subsidiary of this Corporation,
with and into this Corporation and assume all of the obligations
of Pajaro pursuant to Section 1110 of the California Corporations
Code.
RESOLVED: That the form and terms of the Certificate of Ownership to be
dated as of September 28, 1995, pursuant to which Pajaro is to be
merged with and into this Corporation, furnished to the directors
of this Corporation, are approved; and that each of the
President, any Vice President and the Treasurer of this
Corporation at the time in office acting singly is authorized, in
the name and on behalf of this Corporation, to execute and file
with the California Secretary of State a certificate of ownership
in substantially the form furnished to the directors of this
Corporation, with such changes as the officer so acting may by
his execution approve (said certificate of ownership, as so
executed and delivered, being referred to in these resolutions as
the "Certificate of Ownership"), the execution and delivery of
the Certificate of Ownership to be conclusive evidence that the
same has been authorized and approved by the Board of Directors
of this Corporation.
RESOLVED: That the officers of this Corporation at the time in office are
authorized from time to time, in the name and on behalf of this
Corporation, under the corporate seal of this Corporation, if
desired, to execute, acknowledge and deliver any and all such
certificates, documents, instruments and papers, and to take such
other action, as may be shown by his or their execution and
performance thereof to be in his or their judgment necessary or
desirable in connection with the consummation of the transactions
contemplated by the Certificate of Ownership executed and
delivered in accordance with the foregoing resolutions or by the
transactions otherwise authorized by these resolutions, the
taking of any such action to be conclusive evidence that the same
has been authorized and approved by the Board of Directors of
this Corporation.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: September 28, 1995
/s/ Gregory Guckes
----------------------------------------
Gregory Guckes
/s/ Dennis R. Bolt
----------------------------------------
Dennis R. Bolt
2
CERTIFICATE OF CORRECTION
of
AGREEMENT OF MERGER
of
AMERICAN MEDICAL RESPONSE WEST
The undersigned certifies that:
1. He is the Vice President and Assistant Secretary of American Medical
Response West, a California corporation (the "Surviving Corporation").
2. The document to be corrected is the Agreement of Merger whereby Life
Medical Industries, Inc., AMR West BLS, Shirley Enterprises, Inc., Doctors
Ambulance of Modesto, Inc. and Intensive Care Ambulance, Inc. (collectively, the
"Disappearing Corporations") merged with and into the Surviving Corporation.
Said document was filed with the Office of the Secretary of State of California
on December 31, 1995.
3. Paragraph 7 of the Agreement of Merger, as corrected, shall read in its
entirety as follows:
"7. All of the issued and outstanding shares of each Disappearing
Corporation shall, upon the effective date of the merger, be canceled
without consideration. The issued shares of the Surviving Corporation
shall not be converted or exchanged in any manner or any consideration
be paid therefor, but each said share which is issued as of the
effective date of the merger shall continue to represent one issued
share of the Surviving Corporation."
4. The foregoing correction of the Agreement of Merger does not change any
resolution duly approved by the board of directors or shareholders of the
Surviving Corporation or the Disappearing Corporations.
I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
and of my own knowledge.
DATE: February 1, 1996
/s/ William George
----------------------------------------
William George
Assistant Secretary and Vice President
CERTIFICATE OF OWNERSHIP
MERGING
SANTA CRUZ AMBULANCE SERVICE INC. AND MEDEVAC, INC.
INTO
AMERICAN MEDICAL RESPONSE WEST
AMERICAN MEDICAL RESPONSE WEST, a California corporation, certifies
that:
1. It owns all the outstanding stock of SANTA CRUZ AMBULANCE SERVICE INC.,
a California corporation and MEDEVAC, INC. a California corporation.
2. The following resolutions were adopted by Unanimous Written Consent of
the Board of Directors:
WHEREAS, this corporation owns 100 percent of the outstanding stock in
SANTA CRUZ AMBULANCE SERVICE INC., a California corporation, and 100
percent of the outstanding stock in MEDEVAC, INC. a California
corporation; and
WHEREAS, this Board of Directors deems it to be in the best interests
of this corporation and its shareholder to effect a merger of said
SANTA CRUZ AMBULANCE SERVICE INC. and said MEDEVAC, INC. into this
corporation; and
NOW, THEREFORE, BE IT RESOLVED, that SANTA CRUZ AMBULANCE SERVICE INC.
and MEDEVAC, INC. both be merged into this corporation pursuant to
Section 1110 of the California Corporations Code; and
RESOLVED FURTHER, that any two officer's of this corporation are
directed to do all acts and to execute, verify, and file all documents
necessary, including a Certificate of Ownership, to effectuate the
merger into this corporation, pursuant to Section 1110 of the
California Corporations Code, of SANTA CRUZ AMBULANCE SERVICE INC. and
MEDEVAC, INC. ; and
RESOLVED FURTHER, that this corporation hereby assumes all the
liabilities of SANTA CRUZ AMBULANCE SERVICE INC. and MEDEVAC, INC.
AMERICAN MEDICAL RESPONSE WEST
By /s/ Joshua T. Grimes
-------------------------------------
Title Vice President
By /s/ Gregory K. Guckes
-------------------------------------
Title Assistant Secretary
Verification
Joshua T. Grimes and Gregory K. Guckes say:
They are the Vice President and Assistant Secretary respectively of
AMERICAN MEDICAL RESPONSE WEST, a California corporation.
They have read the foregoing Certificate of Ownership and know the contents
thereof.
The same is true of their own knowledge.
Executed on August 30, 1999.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 30, 1999
/s/ J. T. Grimes
----------------------------------------
Title Vice President
/s/ Gregory K. Guckes
----------------------------------------
Title Assistant Secretary
2
AGREEMENT OF MERGER BETWEEN
STEPHENS & POLETTI AMBULANCE, INC.,
REGIONAL AMBULANCE, INC.,
PENINSULA PARAMEDIC SERVICES, INC.
and
AMERICAN MEDICAL RESPONSE WEST
(Under Section 1101 of the General
Corporation Law of the State of California)
This Agreement of Merger is entered into between AMERICAN MEDICAL RESPONSE
WEST, a California corporation (herein "Surviving Corporation") and STEPHENS &
POLETTI AMBULANCE, INC., REGIONAL AMBULANCE, INC., and PENINSULA PARAMEDIC
SERVICES, INC., all being California corporations (herein "Merging
Corporations"), on August 28,1999. The Surviving Corporation and the Merging
Corporations agree as follows:
RECITALS
A. Merging Corporations are corporations duly organized, validly existing,
and in good standing under the laws of the State of California. STEPHENS &
POLETTI AMBULANCE, INC. and REGIONAL AMBULANCE, INC. are both wholly owned
subsidiaries of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation;
PENINSULA PARAMEDIC SERVICES, INC. is a wholly-owned subsidiary of LAIDLAW
MEDICAL TRANSPORTATION, INC., a Delaware corporation qualified to do business in
the State of California, which is a wholly owned subsidiary of AMERICAN MEDICAL
RESPONSE, INC., a Delaware corporation; and
B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Surviving
Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC, a
Delaware corporation; and
C. Surviving Corporation and Merging Corporations are brother-sister
corporations, each having the ultimate common parent of AMERICAN MEDICAL
RESPONSE, INC., a Delaware corporation; and
D. AMERICAN MEDICAL RESPONSE WEST is to be the surviving corporation, as
that term is defined in the General Corporation Law of California, to the merger
described in this agreement.
IT IS AGREED AS FOLLOWS:
1. Merger. Merging Corporation shall be merged into AMERICAN MEDICAL
RESPONSE WEST under the laws of the State of California.
2. Further Assignments or Assurances. If at any time the Surviving
Corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporations, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporations, as of the effective date of the merger,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.
3. Basis of Converting Shares.
(a) At the effective date of the merger, each share of the common
stock of the Merging Corporations (other than shares held by Merging
Corporations as treasury shares) shall be converted into one (1) fully paid and
non-assessable share of common stock of the Surviving Corporation.
2
(b) Any shares of the Merging Corporations, common or preferred, held
by the Merging Corporations in its treasury on the effective date of the merger
shall be surrendered to the Surviving Corporation for cancellation.
4. Board of Survivor. The present Board of Directors of AMERICAN MEDICAL
RESPONSE WEST shall continue to serve as the Board of Directors of the Surviving
Corporation until the next annual meeting or until such time as their successors
have been elected and qualified.
5. Articles of Survivor. The Articles of AMERICAN MEDICAL RESPONSE WEST, as
existing on the effective date of the merger, shall continue in full force as
the Articles of the Surviving Corporation until altered, amended as provided
therein, or as provided by law.
6. Bylaws of Survivor. The bylaws of AMERICAN MEDICAL RESPONSE WEST, as
existing on the effective date of the merger, shall continue in full force as
the bylaws of the Surviving Corporation until altered, amended, or repealed as
provided therein or as provided by law.
7. Miscellaneous.
(a) This agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
(b) The validity, interpretation, and performance of this agreement
shall be controlled by and construed under the laws of the State of California,
the state in which this agreement is being executed.
Executed on August 30, 1999, at Aurora, Colorado.
STEPHENS & POLETTI AMBULANCE, INC.
By /s/ J. T. Grimes
----------------------------------
Vice President
3
By /s/ Gregory K. Guckes
----------------------------------
Assistant Secretary
REGIONAL AMBULANCE, INC.
By /s/ J. T. Grimes
----------------------------------
Vice President
By /s/ Gregory K. Guckes
----------------------------------
Assistant Secretary
PENINSULA PARAMEDIC SERVICES, INC.
By /s/ J. T. Grimes
----------------------------------
Vice President
By /s/ Gregory K. Guckes
----------------------------------
Assistant Secretary
AMERICAN MEDICAL RESPONSE WEST
By /s/ J. T. Grimes
----------------------------------
Vice President
By /s/ Gregory K. Guckes
----------------------------------
Assistant Secretary
4
AMERICAN MEDICAL RESPONSE WEST
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the Vice President and Assistant Secretary respectively, of
AMERICAN MEDICAL RESPONSE WEST, a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is one (1).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 30, 1999
/s/ J. T. Grimes
----------------------------------------
Title Vice President
/s/ Gregory K. Guckes
----------------------------------------
Title Assistant Secretary
PENINSULA PARAMEDIC SERVICES, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the Vice President and Assistant Secretary, respectively, of
PENINSULA PARAMEDIC SERVICES, INC., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is ninety (90).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 30, 1999
/s/ J. T. Grimes
----------------------------------------
Title Vice President
/s/ Gregory K. Guckes
----------------------------------------
Title Assistant Secretary
REGIONAL AMBULANCE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the Vice President and Assistant Secretary, respectively, of
REGIONAL AMBULANCE, INC., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is seven thousand five hundred (7,500).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 30, 1999
/s/ J. T. Grimes
----------------------------------------
Title Vice President
/s/ Gregory K. Guckes
----------------------------------------
Title Assistant Secretary
STEPHENS & POLETTI AMBULANCE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify, that:
1. We are the Vice President, and Assistant Secretary respectively, of
STEPHENS & POLETTI AMBULANCE, INC., a California corporation,
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is twenty-eight (28).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 30, 1999
/s/ J. T. Grimes
----------------------------------------
Title Vice President
/s/ Gregory K. Guckes
----------------------------------------
Title Assistant Secretary
CERTIFICATE OF OWNERSHIP
MERGING
STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS
INTO
AMERICAN MEDICAL RESPONSE WEST
AMERICAN MEDICAL RESPONSE WEST, a California corporation, certifies
that:
1. It owns all the outstanding interest of STANISLAUS COUNTY EMERGENCY
MEDICAL COMMUNICATIONS, a California corporation.
2. The following resolutions were adopted by Unanimous Written Consent of
the Board of Directors:
WHEREAS, this corporation owns 100 percent of the outstanding interest in
STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS ; and
WHEREAS, this Board of Directors deems it to be in the best interests of
this corporation and its shareholder to effect a merger of said STANISLAUS
COUNTY EMERGENCY MEDICAL COMMUNICATIONS into this corporation; and
NOW, THEREFORE, BE IT RESOLVED, that STANISLAUS COUNTY EMERGENCY MEDICAL
COMMUNICATIONS be merged into this corporation pursuant to Section 1110 of
the California Corporations Code; and
RESOLVED FURTHER, that any two officer's of this corporation are directed
to do all acts and to execute, verify, and file all documents necessary,
including a Certificate of Ownership, to effectuate the merger into this
corporation, pursuant to Section 1110 of the California Corporations Code,
of STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS ; and
RESOLVED FURTHER, that this corporation hereby assumes all the liabilities
of STANISLAUS COUNTY EMERGENCY MEDICAL COMMUNICATIONS.
AMERICAN MEDICAL RESPONSE WEST
By /s/ J. T. Grimes
-------------------------------------
Title Vice President
By /s/ Gregory K. Guckes
-------------------------------------
Title Assistant Secretary
Verification
Joshua T. Grimes and Gregory K. Guckes say:
They are the Vice President and Assistant Secretary respectively of
AMERICAN MEDICAL RESPONSE WEST, a California corporation.
They have read the foregoing Certificate of Ownership and know the contents
thereof.
The same is true of their own knowledge.
Executed on August 30, 1999.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 30, 1999
/s/ J. T. Grimes
----------------------------------------
Title Vice President
/s/ Gregory V. Guckes
----------------------------------------
Title Assistant Secretary
2
AGREEMENT OF MERGER BETWEEN
911 EMERGENCY SERVICES, INC.
and
AMERICAN MEDICAL RESPONSE WEST
(Under Section 1101 of the General
Corporation Law of the State of California)
This Agreement of Merger is entered into between AMERICAN MEDICAL RESPONSE
WEST, a California corporation (herein "Surviving Corporation") and 911
EMERGENCY SERVICES, INC., a California corporation (herein called the "Merging
Corporation").
RECITALS
A. Merging Corporation is duly organized, validly existing, and in good
standing under the laws of California. Merging Corporation is a wholly owned
subsidiary of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and
B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of California. Surviving Corporation is a
wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC., a Delaware
corporation; and
C. Surviving Corporation and Merging Corporation are brother-sister
corporations, each having the common parent of AMERICAN MEDICAL RESPONSE, INC.,
a Delaware corporation; and
D. AMERICAN MEDICAL RESPONSE WEST is to be the surviving corporation, as
that term is defined in the General Corporation Law of California, to the merger
described in this agreement.
IT IS AGREED AS FOLLOWS:
1. Merger. Merging Corporation shall be merged into AMERICAN MEDICAL
RESPONSE WEST under the laws of the State of California and such merger shall be
effective on August 31, 2002.
2. Further Assignments or Assurances. If at any time the Surviving
corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporation, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporation, as of the effective date of the merger,
shall execute and deliver proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.
3. Basis of Converting Shares.
(a) At the effective date of the merger, each share of the common stock of
the Merging Corporation shall be cancelled and no shares of the Surviving
Corporation or any other consideration whatsoever shall be issued or granted in
exchange therefore.
(b) The outstanding shares of Surviving Corporation shall remain
outstanding and are not affected by the merger.
4. Board of Survivor. The present Board of directors of AMERICAN MEDICAL.
RESPONSE WEST shall continue to serve as the Board of directors of the Surviving
Corporation until the next annual meeting or until such time as their successors
have been elected and qualified.
5. Articles of Survivor. The Articles of AMERICAN MEDICAL RESPONSE WEST, as
existing on the effective date of the merger, shall continue in full force as
the Articles of the Surviving Corporation until altered, amended as provided
therein, or as provided by law.
6. Bylaws of Survivor. The Bylaws of AMERICAN MEDICAL RESPONSE WEST, as
existing on the effective date of the merger, shall continue in full force as
the Bylaws of the surviving Corporation until altered, amended, or repealed as
provided therein or as provided by law.
7. Miscellaneous.
(a) Merging Corporation shall from time to time, as and when requested by
Surviving Corporation, execute and deliver all such documents and instruments
and take all such action necessary or desirable to evidence or carry out this
merger.
(b) The validity, interpretation and performance of this agreement shall be
controlled by and construed under the laws of the State of California.
(c) The effect of the merger are as prescribed by law.
2
Executed on August 16, 2002, at Aurora, Colorado.
AMERICAN MEDICAL RESPONSE WEST
By /s/ X
-------------------------------------
Vice President
By /s/ Susan G. Bailey
-------------------------------------
Assistant Secretary
911 EMERGENCY SERVICES, INC.
By /s/ X
-------------------------------------
Vice President
By /s/ Susan G. Bailey
-------------------------------------
Assistant Secretary
3
AMERICAN MEDICAL RESPONSE WEST
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the Vice President and Assistant Secretary respectively, of
AMERICAN MEDICAL RESPONSE WEST, a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is ten thousand (10,000).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 16, 2002
/s/ X
----------------------------------------
Title: Vice President
/s/ Susan G. Bailey
----------------------------------------
Title: Assistant Secretary
911 AMBULANCE SERVICES, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the Vice President and Assistant Secretary respectively, of 911
EMERGENCY SERVICES, INC., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is one hundred (100).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 16, 2002
/s/ X
----------------------------------------
Title: Vice President
/s/ Susan G. Bailey
----------------------------------------
Title: Assistant Secretary
AGREEMENT OF MERGER
BETWEEN
GOLDEN GATE ASSOCIATES,
SAN FRANCISCO AMBULANCE SERVICE, INC.
and
AMERICAN MEDICAL RESPONSE WEST
(Under Section 1101 of the General Corporation
Law of the State of California)
This Agreement of Merger is entered into between AMERICAN MEDICAL RESPONSE
WEST, a California Corporation (herein "Surviving Corporation") and GOLDEN GATE
ASSOCIATES and SAN FRANCISCO AMBULANCE SERVICE, INC., each being a California
corporation (herein called the "Merging Corporations").
RECITALS
A. Merging Corporations are each duly organized, validly existing, and in good
standing under the laws of California. Merging Corporations are wholly owned
subsidiaries of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and
B. Surviving Corporation is a corporation duly organized, validly existing, and
in good standing under the laws of California. Surviving Corporation is a wholly
owned subsidiary of AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation; and
C. Surviving Corporation and Merging Corporations are brother-sister
corporations, each having the common parent of AMERICAN MEDICAL RESPONSE, INC.,
a Delaware corporation; and
D. AMERICAN MEDICAL RESPONSE WEST is to be the surviving corporation, as that
term is defined in the General Corporation Law of California, to the merger
described in this agreement.
IT IS AGREED AS FOLLOWS:
1. Merger. Merging Corporations shall be merged into AMERICAN MEDICAL RESPONSE
WEST under the laws of the State of California and such merger shall be
effective December 8, 2003.
2. Further Assignments or Assurances. If at any time the Surviving Corporation
shall consider or be advised that any further assignments or assurances in law
are necessary to vest or to perfect or to confirm of record in the Surviving
Corporation the title to any property or rights of Merging Corporations, or
otherwise carry out the provisions hereof, the proper officers and directors of
Merging Corporations, as of the effective date of the merger, shall execute and
deliver proper deeds, assignments, confirmations, and assurances in law, and do
all acts proper to vest, perfect, and confirm title to such property or rights
in the Surviving Corporation, and otherwise carry out the provisions hereof.
3. Basis of Converting Shares.
(a) At the effective date of the merger, each share of the common stock of
each of the Merging Corporations shall be cancelled and no shares of the
Surviving Corporation or any other consideration whatsoever shall be issued or
granted in exchange therefore.
(b) The outstanding shares of Surviving Corporation shall remain
outstanding and are not affected by the merger.
4. Board of Survivor. The present Board of Directors of AMERICAN MEDICAL
RESPONSE WEST, shall continue to serve as the Board of Directors of the
Surviving Corporation until the next annual meeting or until such time as their
successors have been elected and qualified.
5. Articles of Survivor. The Articles of Incorporation of AMERICAN MEDICAL
RESPONSE WEST, as existing on the effective date of the merger, shall continue
in full force as the Articles of Incorporation of the Surviving Corporation
until altered, amended as provided therein, or as provided by law.
6. Bylaws of Survivor. The Bylaws of AMERICAN MEDICAL RESPONSE WEST, existing on
the effective date of the merger, shall continue in full force as the Bylaws of
the Surviving Corporation until altered, amended, or repealed as provided
therein or as provided by law.
7. Miscellaneous.
(a) Merging Corporations shall from time to time, as and when requested by
Surviving Corporation, execute and deliver all such documents and instruments
and take all such action necessary or desirable to evidence or carry out this
merger.
(b) The validity, interpretation and performance of this Agreement shall be
controlled by and construed under the laws of the State of California.
(c) The effect of the merger is as prescribed by law.
Executed on December 4, 2003, in Greenwood Village, Colorado.
AMERICAN MEDICAL RESPONSE WEST
By /s/ Randel Owen
-------------------------------------
Vice President
By /s/ X
-------------------------------------
Secretary
2
GOLDEN GATE ASSOCIATES
By /s/ Randel Owen
-------------------------------------
Vice President
By /s/ X
-------------------------------------
Secretary
SAN FRANCISCO AMBULANCE SERVICE, INC.
By /s/ Randel Owen
-------------------------------------
Vice President
By /s/ X
-------------------------------------
Secretary
3
AMERICAN MEDICAL RESPONSE WEST
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the Vice President and Secretary respectively, of AMERICAN
MEDICAL RESPONSE WEST, a California Corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is ten thousand (10,000).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: December 4, 2003
/s/ Randel Owen
----------------------------------------
Title: Vice President
/s/ X
----------------------------------------
Title: Secretary
GOLDEN GATE ASSOCIATES
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the Vice President and Secretary respectively, of GOLDEN GATE
ASSOCIATES, a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is one hundred (100).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: December 4, 2003
/s/ Randel Owen
----------------------------------------
Title: Vice President
/s/ X
----------------------------------------
Title: Secretary
SAN FRANCISCO AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the Vice President and Secretary of SAN FRANCISCO AMBULANCE
SERVICE, INC., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is one hundred (100).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: December 4, 2003
/s/ Randel Owen
----------------------------------------
Title: Vice President
/s/ X
----------------------------------------
Title: Secretary