Exhibit 3.148
A-234-Certificateof Incorporation
Certificate of Incorporation of
SUNRISE HANDICAP TRANSPORT CORP.
under Section 402 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the proposed corporation is SUNRISE HANDICAP TRANSPORT CORP.
(2) The purpose or purposes for which this corporation is formed, are as
follows, to wit:
To conduct, engage in and carry on the general business of transportation by
air, by land and by water.
The corporation, in furtherance of its corporate purposes above set forth, shall
have all of the powers enumerated in Section 202 of the Business Corporation
Law, subject to any limitations provided in the Business Corporation Law or any
other statute of the State of New York.
(3) The office of the corporation is to be located in the Town (city) (town)
(incorporated village) of Babylon, County of Suffolk, State of New York.
(4) The aggregate number of shares which the corporation shall have the
authority to issue is
TWO-HUNDRED (200) SHARES, without par value, but with right reserved to
shareholders to fix consideration for issuance of said shares.
(5) The Secretary of State is designated as agent of the corporation upon whom
process against it may be served. The post office address to which the Secretary
of State shall mail a copy of any process against the corporation served upon
him is
345 36th Street, Lindenhurst, N.Y. 11757
(6) The accounting period which the corporation intends to establish for its
first franchise tax report is the fiscal-year ending April 30, 1981.
The undersigned incorporator, or each of them if there are more than one, is of
the age of eighteen years or over.
IN WITNESS WHEREOF, this certificate has been subscribed this 4th day of May,
1981 by the undersigned who affirm(s) that the statements made herein are true
under the penalties of perjury.
/s/ Joseph Randazzo
- -------------------------------------
Type name of incorporator
Joseph Randazzo
Signature
345 36th Street, Lindenhurst,
N.Y. 11757
Address
/s/ Gary Koziarz
- -------------------------------------
Type name of incorporator
GARY KOZIARZ
Signature
240 Cabota Avenue, Copiague,
N.Y. 11726
Address
- -------------------------------------
Type name of incorporator
Signature
- -------------------------------------
Address
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Certificate of Incorporation
of
SUNRISE HANDICAP TRANSPORT CORP.
under Section 402 of the Business Corporation Law
Filed By.
ARTHUR J. GIORGINI
Office and Post Office Address
326 So. Wellwood Avenue
Box 501
Lindenhurst, N.Y. 11757
(516) 884-3600
FILE S1-3204____
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CERTIFICATE OF CHANGE
OF
SUNRISE HANDICAP TRANSPORT CORP.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, Robert F. Jarrett, the Vice-President and Robert H. Byrne,
the Secretary of Sunrise Handicap Transport Corp. hereby certify:
1. The name of the corporation is Sunrise Handicap Transport Corp.
2. The Certificate of Incorporation of said corporation was filed by the
Department of State on May 11, 1981.
The following was authorized by the Board of Directors:
3. To change the post office address to which the Secretary of State shall mail
a copy of process in any action or proceeding against the corporation which may
be served on him from c/o The Corporation 11 Drew Court, Ronkonkoma, New York
11779 to c/o C T Corporation System, 1633 Broadway, New York, New York 10019.
To appoint the registered agent in New York upon when all process against
the corporation may be served to be C T Corporation System at 1633 Broadway, New
York, New York 10019
IN WITNESS WHEREOF, we have signed this certificate on the ___ day of November
1995 and we affirm the statements contained thereon as true under penalties of
perjury.
/s/ Robert E. Jarrett
- -------------------------------------
Robert E. Jarrett - Vice President
/s/ Robert H. Byrne
- -------------------------------------
Robert H. Byrne, Secretary
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CERTIFICATE OF CHANGE
OF
SUNRISE HANDICAP TRANSPORT CORP.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
LAIDLAW TRANSIT INC.
3221 NORTH SERVICE ROAD
BURLINGTON, ONT CANADA L7R 3Y8
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CERTIFICATE OF MERGER
OF
Associated Ambulance Service, Inc.
Adam Transportation, Inc.,
Park Ambulance Service, Inc.,
Five Counties Ambulance Service, Inc.
Sunrise Handicap Transport Corp.
INTO
MEDTRANS OF NEW YORK, INC.
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
We, the undersigned, Michael Forsayeth and Robert H. Byrne, being respectively
the Vice-President and the Secretary of MedTrans of New York, Inc., and Michael
Forsayeth and Robert H. Byrne, being respectively the Vice-President and
Secretary of Associated Ambulance Service, Inc., Adam Transportation, Inc., Park
Ambulance Service, Five Counties Ambulance Service, Inc., and Sunrise Handicap
Transport Corp. hereby certify:
1. (a) The name of each constituent is as follows:
MedTrans of New York, Inc.
Associated Ambulance Service, Inc.
Adam Transportation, Inc.
Park Ambulance Service, Inc.
Five Counties Ambulance Service, Inc.
Sunrise Handicap Transport Corp.
(b) The name of the surviving corporation is MedTrans of New York, Inc. and
following the merger its name shall be MedTrans of New York, Inc.
2. As to each constituent corporation, the designation and number of outstanding
shares of each class and series and the voting rights thereof are as follows:
Designation and of Class or Series Shares entitled
shares in each class of Shares entitled to vote as a
Name of Corporation or series outstanding to Vote class or series
- ------------------- --------------------- ------------------ ---------------
MedTrans of 100 Common Common 1
New York, Inc.
Associated Ambulance 1,000 Common Common 1
Service, Inc.
Adam Transportation, 100 Common Common 1
Inc.
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Park Ambulance 50 Common Common 1
Service, Inc.
Five Counties Ambulance 100 Common Common 1
Service, Inc.
Sunrise Handicap 100 Common Common 1
Transport Corp.
3. There will be no amendments or changes made to the Certificate of
Incorporation of the surviving corporation once the merger has taken place.
4. The date when the Certificate of Incorporation of each constituent
corporation was filed by the Department of State is as follows:
Name of Corporation Date of Incorporation
- ------------------- ---------------------
MedTrans of New York, Inc. December 27, 1994
Associated Ambulance Service, Inc. April 8, 1988 (under the name of
AMB-U-Chair Coaches Inc.)
Adam Transportation Services, Inc December 23, 1988
Park Ambulance Service, Inc. August 3, 1964 (under the name of Park
Ambulance & Oxygen Service, inc.)
Five Counties Ambulance Service, Inc. November 23, 1964
Sunrise Handicap Transport Corp. May 11, 1981
5. The merger was adopted by each constituent corporation in the following
manner.
(a) As to MedTrans of New York, Inc., by the unanimous written consent of the
shareholders.
(b) As to Associated Ambulance Service, Inc., by the unanimous written consent
of the shareholders.
(c) As to Adam Transportation Service, Inc., by the unanimous written consent of
the shareholders.
(d) As to Park Ambulance Service, Inc., by the unanimous written consent of the
shareholders.
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(e) As to Five Counties Ambulance Service, Inc., by the unanimous written
consent of the shareholders.
(f) As to Sunrise Handicap Transport Corp., by the unanimous written consent of
the shareholders.
6. The merger shall be effected on the 31st day of August, 1996.
IN WITNESS WHEREOF, we have signed this certificate on the 27 day of August,
1996, and we affirm the statements therein as true under penalties or perjury.
MedTrans of New York, Inc.
By: /s/ Michael Forsayeth
----------------------------------
Michael Forsayeth - Vice President
By: /s/ Robert H. Byrne
----------------------------------
Robert H. Byrne - Secretary
Associated Ambulance
By: /s/ Michael Forsayeth
----------------------------------
Michael Forsayeth - Vice President
By: /s/ Robert H. Byrne
----------------------------------
Robert H. Byrne - Secretary
Adam Transportation, Inc.
By: /s/ Michael Forsayeth
----------------------------------
Michael Forsayeth - Vice President
By: /s/ Robert H. Byrne
----------------------------------
Robert H. Byrne - Secretary
SIGNATURES CONTINUED...
Park Ambulance Service, Inc.
By: /s/ Michael Forsayeth
----------------------------------
Michael Forsayeth - Vice President
By: /s/ Robert H. Byrne
----------------------------------
Robert H. Byrne - Secretary
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Five Counties Ambulance Service, Inc.
By: /s/ Michael Forsayeth
----------------------------------
Michael Forsayeth - Vice President
By: /s/ Robert H. Byrne
----------------------------------
Secretary
Sunrise Handicap Transport Corp.
By: /s/ Michael Forsayeth
----------------------------------
Michael Forsayeth - Vice President
By: /s/ Robert H. Byrne
----------------------------------
Robert H. Byrne - Secretary
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CERTIFICATE OF MERGER
OF
ASSOCIATED AMBULANCE SERVICE, INC.
ADAM TRANSPORTATION, INC.
PARK AMBULANCE SERVICE, INC.
FIVE COUNTIES AMBULANCE SERVICE, INC.
SUNRISE HANDICAP TRANSPORT CORP.
INTO
MEDTRANS OF NEW YORK, INC.
UNDER SECTION 904 OF THE BUSINESS CORPORATION-LAW
LAIDLAW INC.
3221 N. SERVICE ROAD
BURLINGTON ONTARIO CANADA L7R 3Y8
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At a Special Term of the Supreme Court of the State of New York, County of
Albany, held at the Court House in Albany, New York, on the 18 day of March,
1997
PRESENT :
JUSTICE
SUPREME COURT
COUNTY OF ALBANY
STATE OF NEW YORK
MEDTRANS OF NEW YORK, INC.,
ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC.,
PARK AMBULANCE SERVICE, INC.,
FIVE COUNTIES AMBULANCE SERVICE, INC. AND
SUNRISE HANDICAP TRANSPORT CORP.
Plaintiffs,
- - AGAINST -
SECRETARY OF STATE OF THE STATE OF NEW YORK,
Defendant.
ORDER
Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM
TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney,
Laurence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in
this Court annulling the filing of the Certificate of Merger of the above named
corporations into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August,
1996, with the Division of Corporations of the New York State Secretary of
State's Office, and upon reading and filing the affidavit of Lawrence A. Kirsch,
Esq., sworn to the 28th day of February, 1997, and the Defendant having no
objection to such order, it is hereby
ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF
NEW YORK, INC. filed in the Offices of the Division of Corporations of the New
York Secretary of State's Office on August 30, 1996, to be effective August 31,
1996 be annulled, and it is further
ORDERED, that the constituent corporations to the above merger be restored to
the index of existing corporations of the Department of State, Division of
Corporations, and it is further
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ORDERED, that Plaintiffs file a copy of this Order with the Department of State,
Division of Corporations with respect to each of the above named entities and
pay the appropriate statutory filing fees for same.
Signed this 18 day of March, 1997, at Albany, New York.
/s/ X
- -------------------------------------
Hon.
Justice of the Supreme Court
STATE OF NEW YORK
COUNTY OF ALBANY CLERK'S OFFICE
ss.:
I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the Supreme
and County Courts, being Courts of Record held therein, DO HEREBY CERTIFY that I
have compared the annexed copy with the original thereof filed in this office on
the 18 day of March 1997 and that the same is a correct transcript therefrom,
and of the whole of said original.
IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official seal,
this 18 day of March 1997.
/s/ THOMAS G. CLINGAN
- -------------------------------------
Clerk
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COURT ORDER NULLIFYING
CERTIFICATE OF MERGER
OF
MEDTRANS OF NEW YORK, INC.
ASSOCIATED AMBULANCE SERVICE, INC.
ADAM TRANSPORTATION SERVICE INC.
PARK AMBULANCE SERVICE, INC.
FIVE COUNTIES AMBULANCE SERVICE, INC.
SUNRISE HANDICAP TRANSPORT CORP.
Filed by:
HARTER, SECREST & EMERY
700 MIDTOWN TOWER
ROCHESTER, NY 14604-2070
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CERTIFICATE OF CHANGE
OF
SUNRISE HANDICAP TRANSPORT CORP.
Under Section 805-A of the Business Corporation Law
1. The name of the corporation is SUNRISE HANDICAP TRANSPORT CORP.
If applicable, the original name under which it was formed is
2. The Certificate of Incorporation of said corporation was filed by the
Department of State on 5-11-81.
3. The address of C T Corporation System as the registered agent of said
corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY, NEW
YORK. NY 10019 to 111 Eighth Avenue, New York, New York 10011.
4. The address to which the Secretary of State shall mail a copy of process in
any action or proceeding, against the corporation which may be served on him is
hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019
to c/o C T Corporation System, 111 Eighth Avenue, New York, New York 10011.
5. Notice of the above changes was mailed to the corporation by C T Corporation
System not less than 30 days prior to the date of delivery to the Department of
State and such corporation has not objected thereto.
6. C T Corporation System is both the agent of such corporation to whose address
the Secretary of State is required to mail copies of process and the registered
agent of such corporation.
IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and
affirm the statements contained herein as true under penalties of perjury.
CT CORPORATION SYSTEM
By: /s/ Kenneth J. Uva
---------------------------------
Kenneth J. Uva - Vice President
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E9 - DRAWDOWN
CERTIFICATE OF CHANGE
OF
SUNRISE HANDICAP TRANSPORT CORP.
Under Section 805-A of the Business Corporation Law
Filed by:
C T CORPORATION SYSTEM
111 Eighth Avenue
New York, NY 10011
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