Exhibit 3.164
CERTIFICATE OF INCORPORATION
OF
ADAM TRANSPORTATION SERVICE, INC.
The undersigned, a natural person of the age of eighteen years or over,
desiring to form a corporation pursuant to the provisions of the Business
Corporation Law of the State of New York, hereby certifies as follows:
FIRST: The name of the corporation is
ADAM TRANSPORTATION SERVICE, INC.
hereinafter sometimes called "the corporation."
SECOND: The purpose for which it is formed is as follows:
The purpose for which this corporation is organized is to engage in any
lawful act or activity for which corporations may be formed under the Business
Corporation Law provided that the corporation is not formed to engage in any act
or activity which requires the consent or approval of any state official,
department, board, agency or other body, without such consent or approval first
being obtained.
For the accomplishment of the aforesaid purposes, and in furtherance
thereof, the corporation shall have and may exercise all of the powers,
conferred by the Business Corporation Law upon corporations formed thereunder,
subject to any limitations contained in Article 2 of said law or in accordance
with the provisions of any other statute of the State of New York.
THIRD: The-office of the corporation in the State of New York is to be
located in the County of Westchester.
FOURTH: The aggregate number of shares which the corporation shall
have the authority to issue is 200, no par value.
FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served, and the
address to which the Secretary of State shall mail a copy of any process against
the corporation served upon him is c/o The Corporation, 722 Nepperhan Avenue,
Yonkers, New York 10703.
IN WITNESS WHEREOF I hereunto sign my name and affirm that statements
made herein are true under the penalties of perjury this 12th day of December,
1988.
Incorporator: /s/ Linda Pellitier
----------------------------------------
Linda Pellitier
Address: 283 Washington Avenue Albany,
New York 12206
283 Washington Avenue Albany,
New York 12206
2
CERTIFICATE OF INCORPORATION
OF
ADAM TRANSPORTAT1ON SERVICE, INC.
Under Section 402 of the Business Corporation Law
Filer:
Roberts & Roberts
One Old Country Road, Suite 350
Carle Place, New York 11514
3
CERTIFICATE OF CHANGE
OF
ADAM TRANSPORTATION SERVICE, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, Robert E. Jarrett and Robert H. Byrne, being
respectively the Vice-President, Financial Operations and Secretary of Adam
Transportation Service, Inc. hereby certify:
1. The name of the corporation is Adam Transportation Service, Inc.
2. The Certificate of Incorporation of said corporation was filed by the
Department of State on December 23, 1988.
3. The following was authorized by the Board of Directors:
A. To change the location of the corporation's office in New York
from the County of Westchester to the County of New York.
B. 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, 722 Nepperhan Avenue, Yonkers, New York 10703 to c/o
CT Corporation, 1633 Broadway, New York, New York 10019.
C. To designate the registered agent in New York upon whom all
process against the corporation may be served on as CT
Corporation System, 1633 Broadway, New York 10019.
IN WITNESS WHEREOF, we have signed this Certificate on the 18 of April,
1995 and we affirm the statements contained therein as true under penalties of
perjury.
/s/ Robert E. Jarrett
----------------------------------------
Robert E. Jarrett - Vice President,
Financial Operations
/s/ Robert H. Byrne
----------------------------------------
Robert H. Byrne - Secretary
4
CERTIFICATE OF CHANGE
OF
ADAM TRANSPORTATION SERVICE, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
LAIDLAW TRANSIT INC.
3221 N. SERVICE ROAD
BURLINGTON ONTARIO CANADA L7R 3Y8
5
CERTIFICATE OF MERGER
OF
ASSOCIATED AMBULANCE & HEALTH SERVICES, INC.
INTO
ADAM TRANSPORTATION SERVICE, INC.
UNDER SECTION 904 of the
BUSINESS CORPORATION LAW
We, the undersigned, Robert E. Jarrett and Robert H. Byrne, being
respectively the Vice-President and the Secretary of Associated Ambulance &
Health Services, Inc., and Robert E. Jarrett and Robert H. Byrne, being
respectively the Vice-President and Secretary of Adam Transportation Service,
Inc. hereby certify:
1. (a) The name of each constituent is as follows:
Associated Ambulance & Health Services, Inc.
Adam Transportation Service, Inc.
(b) The name of the surviving corporation is Adam Transportation
Service, Inc. and following the merger its name shall be Adam
Transportation Service, 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 number Class or Series Shares entitled
Name of of shares in each class of Shares entitled to vote as a
Corporation or series outstanding to Vote class or series
- ----------- ----------------------- ------------------ ---------------
Associated Transportation 24 Common Common 1
& Health Services, Inc
Adam Transportation 100 Common Common 1
Services, Inc.
3. There will be no amendments or changes made to the Certificate of
Incorporation of the surviving corporation once the merger hits taken place.
4. The date when the Certificate of Incorporation of each constituent
corporation was filed by the Department of State is as follows:
6
Name of Corporation Date of Incorporation
- ------------------- ---------------------
Associated Ambulance & Health Services, Inc. March 9, 1981
Adam Transportation Service, Inc. December 23, 1988
5. The merger was adopted by each constituent corporation in the following
manner:
(a) As to Associated Ambulance & Health Services, Inc., by the unanimous
written consent of the shareholders.
(b) As to Adam Transportation Service, Inc., by the unanimous written
consent of the shareholders.
6. The merger shall be effected on the 31st day of August, 1995.
IN WITNESS WHEREOF, we have signed this certificate on the 23 day of
August, 1995, and we affirm the statements therein as true under penalties or
perjury.
Associated Ambulance & Health
Services, Inc.
By: /s/ Robert E. Jarrett
------------------------------------
Robert E. Jarrett - Vice President
By: /s/ Robert E. Jarrett
------------------------------------
Robert E. Jarrett - Secretary
Adam Transportation Service, Inc.
By: /s/ Robert E. Jarrett
------------------------------------
Robert E. Jarrett - Vice President
By: /s/ Robert E. Jarrett
------------------------------------
Robert H. Byrne - Secretary
7
CERTIFICATE OF MERGER
OF
ASSOCIATED AMBULANCE & HEALTH SERVICES, INC.
INTO
ADAM TRANSPORTATION SERVICE, INC.
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
LAIDLAW TRANSPORTATION LIMITED
3221 N. SERVICE ROAD
BURLINGTON, ONTARIO CANADA L7N 3G2
8
CERTIFICATE OF MERGER
OF
Associated Ambulance Service, Inc.,
Adam Transportation Service, Inc.,
Park Ambulance Service, Inc.,
Five Counties Ambulance Service, Inc.,
Sunrise Handicap Transport Corp.
INTO
MEDTRANS OF NEW YORK, INC.
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
Service, 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 Ambulant Service, Inc.,
Adam Transportation Service, 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 number Class or Series Shares entitled
Name of of shares in each class of Shares entitled to vote as a
Corporation or series outstanding to Vote class or series
- ----------- ----------------------- ------------------ ----------------
MedTrans of
New York, Inc. 100 Common Common 1
Associated Ambulance 1,000 Common Common 1
Services, Inc
Adam Transportation Services, 100 Common Common 1
Inc.
9
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 amendment 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 Services, 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, 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.
(e) As to Five Counties Ambulance Service, Inc., by the unanimous written
10
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 Service, Inc.
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
11
SIGNATURES CONTINUED...
Park Ambulance Service, Inc.
By: /s/ Michael Forsayeth
------------------------------------
Michael Forsayeth - Vice President
By: /s/ Robert H. Byrne
------------------------------------
Robert H. Byrne - Secretary
Five Counties Ambulance Service, Inc.
By: /s/ Michael Forsayeth
------------------------------------
Michael Forsayeth - Vice President
By: /s/ Robert H. Byrne
------------------------------------
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
12
CERTIFICATE OF MERGER
OF
ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, 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
13
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:
HON. ________________, 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 - ORDER
SECRETARY OF STATE OF THE STATE OF NEW YORK,
Defendant.
Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM
TRANSPORTATION SERVICE, INC., PARR AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney,
Lawrence 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
14
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
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.
15
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 Order with the original thereof filed m 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
- -------------------------------------
16
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
17
CERTIFICATE OF CHANGE
OF
ADAM TRANSPORTATION SERVICE, INC.
Under Section 805-A of the Business Corporation Law
1. The name of the corporation is
ADAM TRANSPORTATION SERVICE, INC.
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 12/23/88.
3. The address of CT 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, 1633 BROADWAY, NEW YORK, NY
10019 to CT Corporation System, 111 Eighth Avenue, New York, New York
10011.
5. Notice of the above changes was mailed to the corporation by CT 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. CT 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
NY Domestic Corporation - agent process address
18
CERTIFICATE OF CHANGE
OF
ADAM TRANSPORTATION SERVICE, INC.
Under Section 805-A of the Business Corporation Law
Filed by: CT CORPORATION SYSTEM
111 Eighth Avenue
New York, New York 10011
NY Domestic Corporation - agent process address
19