Exhibit 3.182
ARTICLES OF INCORPORATION
OF
EMCARE OF INDIANA, INC.
The undersigned natural person of the age of eighteen (18) years or more, acting
as an incorporator of a corporation under the Indiana Business Corporation Law,
hereby adopts the following Articles of Incorporation for such corporation:
ARTICLE 1
NAME
The name of the corporation is EmCare of Indiana, Inc.
ARTICLE II
DURATION
The period of its duration is perpetual.
ARTICLE III
PURPOSE
The purpose or purposes for which the corporation is organized are to
transact any and all lawful business for which corporations may be incorporated
under the Indiana Business Corporation Law.
ARTICLE IV
SHARES
The aggregate number of shares which the corporation has authority to issue
is One Thousand (1,000) shares of One Cent ($0.01) par value per share. Such
shares are designated as common stock and shall have identical rights and
privileges in every respect.
ARTICLE V
DENIAL OF PREEMPTIVE RIGHTS
No share shall bear any preemptive right of its shareholder to acquire
additional shares.
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ARTICLE VI
NONCUMULATIVE VOTING
The holders of shares of each and every class and series in the corporation
shall not be entitled to cumulative voting rights in the election of directors
of the corporation, in any and all circumstances.
ARTICLE VII
MANDATORY REDEMPTION OF SHARES OF DECEASED
In the event that a shareholder of the corporation dies or becomes no
longer qualified to own shares in the corporation, the corporation shall redeem
all of the shares of common stock owned by said shareholder for a purchase price
of $1.00 per share.
ARTICLE VIII
POWER TO AMEND BYLAWS
Without limiting the power of the shareholders of the corporation to amend
or repeal the corporation's bylaws or to adopt new bylaws, the Board of
Directors shall have the power to amend or repeal the corporation's bylaws and
to adopt new bylaws.
ARTICLE IX
REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
320 N. Meridian Street, Indianapolis, IN 46204 and the name of its initial
registered agent at such address is National Registered Agents, Inc.
ARTICLE X
INITIAL DIRECTORS
The number of directors constituting the initial Board of Directors is two
(2) and the names and addresses of the persons who are to serve as directors
until the first annual meeting of the shareholders, or until their successor or
successors are elected and qualified are:
Leonard M. Riggs, Jr., M.D.
1717 Main Street, 52nd Floor
Dallas, TX 75201
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William F. Miller, III
1717 Main Street, 52nd Floor
Dallas, TX 75201
The number of directors may hereafter be increased or decreased as provided
in the bylaws of the corporation.
ARTICLE XI
LIABILITY OF DIRECTORS
No director of the corporation shall be liable to the corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this article does not eliminate or limit the
liability of a director to the extent the director is found liable for: (1) a
breach of the director's duty of loyalty to the corporation or its shareholders:
(2) an act or omission not in good faith that constitutes a breach of duty of
the director to the corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law; (3) a transaction from which the
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; or (4) an act or
omission for which the liability of a director is expressly provided for by an
applicable statute.
ARTICLE XII
ACTIONS BY SHAREHOLDERS WITHOUT A MEETING
Any action required by the Indiana Business Corporation Law to be taken at
any annual or special meeting of shareholders, or any action which may be taken
at any annual or special meeting of shareholders, may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holder or
holders of shares having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted.
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator is:
Scott W. Roloff
1717 Main Street, 52nd Floor
Dallas, TX 75201
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IN WITNESS WHEREOF, I have hereunto set my hand this the 30th day of July,
1998.
/s/ Scott W. Roloff
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Scott W. Roloff
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CONSENT TO USE OF NAME
EmCare of Indiana, P.C., an Indiana professional corporation, does hereby
consent to the use of name and incorporation of EmCare of Indiana, Inc.
EmCare of Indiana, P.C.
By: /s/ William F. Miller, III
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Name: William F. Miller, III
Title: Secretary
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