Exhibit 3.144
ARTICLES OF INCORPORATION
OF
SPRINGS AMBULANCE SERVICE, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a corporation under the laws of
the State of California, and we do certify:
FIRST: That the name of the corporation shall be:
SPRING AMBULANCE SERVICE, INC.
SECOND: That the purposes for which this corporation is formed are:
(a) The principal business of the corporation is the operation of an
ambulance service;
(b) To buy, lease, acquire, own, hold, sell, let and otherwise dispose
of property of all kinds, both real and personal, that may be necessary,
incident or convenient for the carrying on of said business;
(c) To enter into, make, perform and carry out contracts of every kind
for any lawful purpose, without limit as to the amount, with any person, firm,
association or corporation, municipality, county, parish, state, territory,
government or other municipal or governmental subdivision;
(d) To become a partner (either general or limited or both) and to
enter into agreements or partnership with one or more other persons or
corporations for the purpose of carrying on any business whatsoever which this
corporation may deem proper or convenient in connection with any of the purposes
herein set forth or otherwise, or which may be calculated,
directly or indirectly, to promote the interests of this corporation or to
enhance the value of its property or business;
(e) To borrow and lend money, but nothing herein contained shall be
construed as authorizing the business of banking, or as including the business
purposes of a commercial bank, savings bank or trust company;
(f) To issue bonds, notes, debentures or other obligations of the
corporation from time to time for any of the objects or purposes of this
corporation, and to secure the same by mortgage, deed of trust, pledge or
otherwise, or to issue the same unsecured; to purchase or otherwise acquire its
own bonds, debentures or other evidences of its indebtedness or obligations; to
purchase, hold, sell and transfer the shares of its own capital stock to the
extent and in the manner provided by the laws of the State of California, as the
same are now in force or may be hereafter amended;
(g) To carry on any business whatsoever, either as principal or as
agent, or both, or as a partnership, which this corporation may deem proper or
convenient in connection with any of the foregoing purposes or otherwise, or
which may be calculated directly or indirectly to promote the interests of this
corporation, or to enhance the value of its property or business; to conduct its
business in this state or in other states; in the District of Columbia; in the
territories and colonies of the United States, and in foreign countries.
The foregoing statement of purposes shall be construed as a statement
of both purposes and powers, and the purposes and powers stated in each clause
shall, except where otherwise expressed, be in nowise limited or restricted by
reference to or inference from the terms or provisions of any other clause, but
shall be regarded as independent purposes and powers.
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THIRD: That the principal office for the transaction of business of
the corporation is to be located at 889 Calle Tomas, in the City of Palm
Springs, County of Riverside, State of California.
FOURTH: That this corporation is authorized to issue only one class or
kind of shares of stock, the total number of which is seven hundred fifty shares
(750), of the aggregate par value of Seventy Five Thousand Dollars ($75,000.00),
and with a par value of One Hundred Dollars ($100.00) per share.
FIFTH: Each shareholder shall be entitled to full pre-emptive or
preferential rights to purchase, or to subscribe for his proportionate part of
any and all issues of shares or other securities which may at any time be issued
by this corporation.
SIXTH: That the number of directors of said corporation shall be three
(3), who need not be shareholders, and the names and addresses of the persons
who are appointed until the first annual meeting of shareholders, or until the
selection and qualification of their successors, are:
FRANK MULLER 805 N. Indian Avenue
Palm Springs,
California
CHARLES F. MULLER 889 Calle Tomas
Palm Springs,
California
ALLAN S. REICHLE 805 Calle Tomas
Palm Springs,
California
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In Witness Whereof, we have hereunto affixed our signatures this 29th
day of April, 1966.
/s/ Frank Muller
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FRANK MULLER
/s/ Charles F. Muller
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CHARLES F. MULLER
/s/ Allan S. Reichle
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ALLAN S. REICHLE
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STATE OF CALIFORNIA )
) ss
COUNTY OF RIVERSIDE )
On the 29th day of April, 1966, before me James Hollowell, a Notary
Public in and for said County and State, residing therein, duly commissioned and
sworn, personally appeared FRANK MULLER, CHARLES F. MULLER and ALLAN S. REICHLE,
known to me to be the persons whose names are subscribed to the foregoing
instrument, and acknowledged to me that they executed the same.
In Witness Whereof, I have hereunto set my hand and affixed my
official seal in the City of Palm Springs, County of Riverside, State of
California, the day and year first above written.
/s/ James Hollowell
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Notary Public in and for
Said County and State
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
CHARLES F. MULLER and ALLAN S. REICHLE certify:
1. We are the president and secretary, respectively, of SPRINGS AMBULANCE
SERVICE, INC., a California corporation.
2. That at a meeting of the Board of Directors of said corporation, duly held at
Palm Springs, California, on June 10, 1970, the following resolution was
adopted:
"RESOLVED, that so much of Article SIXTH of the Articles of
Incorporation of this corporation as reads, 'That the number of
directors of said corporation shall be three (3)' is amended to read,
'That the number of directors of said corporation shall be four (4).'"
3. That the shareholders adopted said amendment by resolution. That the wording
of the amended article is set forth in the shareholders' resolution is the same
as that set forth in the directors' resolution in paragraph 2 of this
Certificate.
4. That the number of shares which so voted for the adoption of said amendment
is 110, and that the total number of shares entitled to vote on or consent to
said amendment is 110.
We declare under penalty of perjury that the matters herein set forth are true
of our own knowledge. Executed at Palm Springs, California, on October 16, 1970.
/s/ Charles F. Muller
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CHARLES F. MULLER, President
/s/ Allan S. Reichle
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ALLAN S. REICHLE, Secretary
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SPRINGS AMBULANCE SERVICE, INC.
Allan S. Reichle and Diane Reichle hereby certify that:
1. They are the President and Secretary, respectively, of SPRINGS AMBULANCE
SERVICE, INC. a California corporation.
2. ARTICLE SEVENTH is hereby added to the Articles of Incorporation of this
Corporation as follows:
"The liability of the Directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law."
3. ARTICLE EIGHTH is hereby added to the Articles of Incorporation of this
Corporation as follows:
"The Corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the Corporations Code) for breach of
duty to the Corporation and its shareholders through bylaw provisions
or through agreements with the agents, or both, in excess of the
indemnification otherwise permitted by Section 317 of the Corporations
Code, subject to the limits of such excess indemnification set forth
in Section 204 of the Corporations Code."
4. The foregoing amendments of Articles of Incorporation have been duly
approved by the Board of Directors.
5. The foregoing amendments of Articles of Incorporation have been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of this
Corporation is 110. The number of shares voting in favor of the Amendment was
100%.
/s/ Allan S. Reichle
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Allan S. Reichle, President
Signature continued next page . . .
/s/ Dianne Reichle
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Dianne Reichle, Secretary
The undersigned declare under penalty of perjury that the matters set forth
in the foregoing Certificate are true of their own knowledge.
Executed at Palm Springs, California, on this 10 day of August, 1988.
/s/ Allan S. Reichle
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Allan S. Reichle
/s/ Dianne Reichle
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Dianne Reichle
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AGREEMENT OF MERGER BETWEEN
SPRINGS ACQUISITION, INC.
and
SPRINGS AMBULANCE SERVICE, INC.
(under Section 1101 of the General Corporation Law of the State of California)
This Agreement of Merger is entered into between Springs Ambulance Service,
Inc., a California corporation (herein "Surviving Corporation"), and Springs
Acquisition, Inc., a California corporation (herein "Merging Corporation") and a
wholly owned subsidiary of American Medical Response, Inc., a Delaware
corporation, on November 7, 1996. The Surviving Corporation and the Merging
Corporation agree as follows:
1. Merging Corporation shall be merged into Surviving Corporation (the
"Merger").
2. Each share of common stock of Merging Corporation outstanding
immediately prior to the Merger shall be converted into one fully paid and
non-assessable share of common stock of the Surviving Corporation, and each
share of common stock of Surviving Corporation outstanding immediately prior to
the Merger shall be converted into a right to receive its pro rata share of
$4,100,000, of which amount $2,100,000 shall be paid in cash, and the remaining
$2,000,000 to be paid in the form of a subordinated promissory note.
3. 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 desireable to evidence or carry out this
Merger.
4. The effect of the Merger and the effective date of the Merger are as
prescribed by law.
IN WITNESS WHEREOF the parties have executed this Agreement on the date
first above written.
SPRINGS ACQUISITION, INC SPRINGS AMBULANCE SERVICE, INC.
/s/ Greg Guckes /s/ Allan S. Reichle
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GREG GUCKES, President ALLAN S. REICHLE, President
/s/ William Seymour /s/ Dianne J. Reichle
- ------------------------------------- ----------------------------------------
WILLIAM SEYMOUR, Secretary DIANNE J. REICHLE, Secretary
SPRINGS AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the President and Secretary, respectively, of Springs Ambulance
Service, Inc., 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 110.
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: 11-6, 1996.
/s/ Allan S. Reichle
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ALLAN S. REICHLE, President
/s/ Dianne J. Reichle
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DIANNE J. REICHLE, Secretary
SPRINGS ACQUISITION, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the President and Secretary, respectively, of Springs
Acquisition, Inc., 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 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: November 5, 1996.
/s/ Gregory K. Guckes
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GREGORY B. GUCKES, President
/s/ William A. Seymour
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WILLIAM A. SEYMOUR, Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
The undersigned certify that:
1. They are the Vice President and Assistant Secretary of the corporation.
2. The name of the corporation is Springs Ambulance Service, Inc.
3. Article VI of the Articles of Incorporation of this corporation is amended to
read as follows:
"That the number of directors of said corporation shall be one (1)."
4. The foregoing amendment has been duly approved by the Board of Directors.
5. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of this
Corporation is 110. The number of shares voting in favor of the Amendment was
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.
Date: 11/1/00
/s/ Gino Porazzo
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Gino Porazzo, Asst. Secretary
/s/ Lori Evans
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Lori A. E. Evans, Vice President