Exhibit 3.152
ARTICLES OF AMENDMENT
OF
TIDEWATER AMBULANCE SERVICE, INC.
The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article l
1 of the Code of Virginia, hereby executes the following articles of amendment
and sets forth:
FIRST: The name of the corporation (the "Corporation") is Tidewater
Ambulance Service, Inc.
SECOND: The Corporation's Articles of Incorporation are hereby amended to
change the purpose of the Corporation, and from and after the date of acceptance
of these Articles of Amendment by the Commonwealth of Virginia State Corporation
Commission, paragraph 2 of the Articles of Incorporation is hereby deleted in
its entirety and in lieu thereof the following is substituted:
"2. The purpose for which this corporation is organized is to carry
on any and all business activities permitted by law."
THIRD: The foregoing amendment was adopted on May 28 2003.
FOURTH: The foregoing amendment was adopted by the unanimous consent of
the shareholders of the Corporation.
The undersigned Vice President of the Corporation, who is authorized to
act for and on behalf of the Corporation, declares that the facts herein stated
are true as of May 28 2003.
TIDEWATER AMBULANCE SERVICE, INC.
By: /s/ Lori Evans
--------------------------
Lori Evans, Vice President
ARTICLES OF MERGER
MERGING
MERCY AMBULANCE OF RICHMOND, INC.
(A VIRGINIA CORPORATION)
INTO
TIDEWATER AMBULANCE SERVICE, INC,
(A VIRGINIA CORPORATION)
Pursuant to the provisions of Section 13.1-720 of the Virginia Stock
Corporation Act, Tidewater Ambulance Service, Inc. ("Tidewater Ambulance"), as
the surviving corporation, hereby adopts the following Articles of Merger:
I.
The Plan of Merger (the "Plan") pursuant to which Mercy Ambulance of
Richmond, Inc. ("Mercy Ambulance"), a Virginia corporation, will merge into
Tidewater Ambulance (the "Merger"), is attached hereto as Exhibit A.
II.
The Plan was duly approved and adopted as of December 18, 1997, by the sole
shareholder of Mercy Ambulance by written consent and as of December 18, 1997,
by the sole shareholder of Tidewater Ambulance by written consent.
III
The Certificate of Merger issued by the State Corporation Commission of
Virginia in connection with the Merger shall become effective as of 12:01 A.M.
on January 1, 1998.
The undersigned declares that the facts herein stated are true as of
December 18, 1997.
MERCY AMBULANCE OF RICHMOND, INC.
By: /s/ Thomas C. Nelson
-----------------------------
Name: Thomas C. Nelson
Title: President
TIDEWATER AMBULANCE SERVICE, INC.
By: /s/ Thomas C. Nelson
-----------------------------
Name: Thomas C. Nelson
Title: President
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PLAN OF MERGER
THIS PLAN OF MERGER is made and entered into as of this 18 day of December
1997, by and between Mercy Ambulance of Richmond, Inc., a Virginia corporation
("Mercy Ambulance") and Tidewater Ambulance Service, Inc., a Virginia
corporation ("Tidewater Ambulance").
The sole shareholder of each of Mercy Ambulance and Tidewater Ambulance
adopted by written consent the merger of Mercy Ambulance with and into Tidewater
Ambulance by a statutory merger upon the terms and conditions set forth herein
(the "Merger").
NOW THEREFORE, Mercy Ambulance and Tidewater Ambulance agree as follows:
1. Merger. The Merger (as defined above) shall take effect in
accordance with Chapter 12 of the Virginia Stock Corporation Act (the
"VSCA") as of the date specified in the Certificate of Merger issued by
the Virginia State Corporation Commission unless a later date is specified
in the Articles of Merger filed pursuant to the VSCA (the "Effective
Date"): Tidewater Ambulance shall be and shall continue in existence as
the surviving corporation (the "Surviving Corporation") and the separate
corporate existence of Mercy Ambulance shall cease.
2. Effect of Merger on Outstanding Shares.
(a) On the Effective Date, each issued and outstanding share
of Mercy Ambulance common stock, no par value, and each right to
acquire any such share shall be canceled and retired without payment
of any consideration therefor and shall cease to exist.
(b) The issued and outstanding shares of common stock, $1.00
par value, of the Surviving Corporation shall remain outstanding
after the Merger and shall not be affected in any way by the Merger.
3. Articles of Incorporation and Bylaws. The Articles of
Incorporation and Bylaws of Tidewater Ambulance in effect on the Effective
Date shall continue to be (until amended or repealed as provided for by
applicable law) the Articles of Incorporation and Bylaws of the Surviving
Corporation at and after the Effective Date.
4. Termination or Abandonment. This Plan of Merger may be terminated
and the Merger abandoned at any time prior to the Effective Date by either
Mercy Ambulance or Tidewater Ambulance by action of its Board of
Directors.
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5. Miscellaneous Provisions.
(a) This Plan of Merger shall be governed by the laws of the
Commonwealth of Virginia.
(b) This Plan of Merger may be executed in any number of
counterparts and each counterpart shall be deemed to be an original,
but all of such counterparts together shall constitute one and the
same plan.
IN WITNESS WHEREOF, Mercy Ambulance and Tidewater Ambulance have caused
this Plan of Merger to be duly executed as of the day and year first written
above.
MERCY AMBULANCE OF RICHMOND, INC.
By: /s/ Thomas C. Nelson
---------------------------
Name: Thomas C. Nelson
Title: President
TIDEWATER AMBULANCE SERVICE, INC.
By: /s/ Thomas C. Nelson
-----------------------------
Name: Thomas C. Nelson
Title: President
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ARTICLES OF AMENDMENT FOR
TIDEWATER AMBULANCE SERVICE, INC.
A. The name of the corporation is Tidewater Ambulance Service, Inc.
B. The authority of the corporation to issue stock shall be changed from
50,000 shares of common stock with a par value of $1.00 per share to 5,000
shares of common stock with a par value of $1.00 per share.
C. The Board of Directors met on November 1, 1985 and found that the
amendment was in the best interest of the corporation, and directed that a
question be submitted to a vote of a meeting of the stockholders. Notice was
given to all stockholders on November 1, 1985, and all stockholders waived
notice of said meeting. November 1, 1985 was the date of the stockholders'
meeting. A copy of the proposed amendment was given to all stockholders. All
stockholders waived notice of the meeting and the amendment was adopted on
November 1, 1985.
D. The number of shares outstanding at the date of the meeting was 100.
The number of shares entitled to vote was 100.
E. The number of shares voting in favor was 100. The number of shares
voting in opposition were none.
F. The amendment does change the amount of stated capital, in that it
reduces it from 50,000 shares of common stock with a par value of $1.00 to 5,000
shares of common stock with a par value of $1.00.
G. The amendment does not affect a restatement of the Articles of
Incorporation.
TIDEWATER AMBULANCE SERVICE, INC.
By: /s/ John V. Crombie
----------------------------
, President
/s/ Mary Alice Carter
----------------------------
, Secretary
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ARTICLES OF INCORPORATION
OF
TIDEWATER AMBULANCE SERVICE, INC.
WE, the undersigned, hereby associate to form a stock corporation under
the provisions of Chapter I, Title 13.1 of the Code of Virginia, and to that end
have set forth the following:
1. The name of the corporation shall be Tidewater Ambulance Service, Inc.
2. The purpose for which this corporation is organized is to operate an
ambulance service.
3. The corporation shall have the authority to issue 50,000 shares of
common stock with a par value of $1.00 per share.
4. The post office address of the initial registered office 705 One Main
Plaza East, Norfolk, Virginia 23510.
5. The name of the city in which the initial registered office is located
is Norfolk, Virginia.
6. The name of the initial registered agent is Albert Teich, Jr., who is a
resident of Virginia and a member of the Virginia State Bar, and whose business
office is the same as the registered office of the corporation.
7. The Directors constituting the initial Board of Directors shall be:
John V. Crombie Patricia A. Crombie
815 Pecan Point Road 815 Pecan Point Road
Apartment 22 Apartment 22
Norfolk, Virginia 23502 Norfolk, Virginia 23502
Mary Alice Carter
601 Timothy Avenue
Norfolk, Virginia 23505
WITNESS the following signature and seal this 29 day of August, 1983
/s/ Albert Teich, Jr. (SEAL)
- ---------------------
Albert Teich, Jr.
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