Exhibit 3.184
ARTICLES OF INCORPORATION
OF
EMCARE OF IOWA, INC.
The undersigned, a natural person of the age of eighteen years or more,
acting as incorporator of a corporation under the Iowa Business Corporation Act,
hereby adopts the following Articles of Incorporation for EMCARE OF IOWA, INC.
(the "Corporation"):
ARTICLE ONE
NAME
The name of this Corporation is "EMCARE OF IOWA, INC."
ARTICLE TWO
DURATION
The period of the Corporation's duration is perpetual.
ARTICLE THREE
PURPOSE
The purpose for which the Corporation is organized is the transaction of
any and all lawful business for which corporations may be incorporated under the
Iowa Business Corporation Act.
ARTICLE FOUR
ISSUANCE OF SHARES
The aggregate number of shares which the Corporation shall have authority
to issue is One Thousand (1,000) shares of Common Stock of the par value of
$0.01 per share.
ARTICLE FIVE
INCORPORATOR
The name and address of the incorporator of the Corporation is:
Name Address
---- -------
William F. Miller, III 1717 Main Street, Suite 5200
Dallas, Texas 75201
ARTICLE SIX
DENIAL OF PREEMPTIVE RIGHTS
No shareholder of the corporation shall, by reason of such shareholder
holding shares of any class, have any preemptive or preferential right to
purchase or subscribe for any shares of any class of the Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of any
class, now or hereafter to be authorized, whether or not the issuance or sale of
any such shares, or such notes, debentures, bonds, or other securities, would
adversely affect the dividend or voting rights of such shareholder of the
Corporation, other than such rights, if any, as the board of directors, in its
discretion, may grant to the shareholders to purchase such additional, unissued,
or treasury securities; and the Corporation may issue or sell additional
unissued or treasury shares of any class of the Corporation, or any notes,
debentures, bonds, or other securities convertible into or carrying options or
warrants to purchase shares of any class, without offering the same in whole or
in part to the existing shareholders of any class.
ARTICLE SEVEN
DENIAL OF CUMULATIVE VOTING
When electing directors of the Corporation, a shareholder of the
Corporation shall not be permitted to cumulate such shareholder's votes.
ARTICLE EIGHT
REGISTERED OFFICE
The street address of the registered office of the Corporation is 1500 Hub
Tower, 699 Walnut, Des Moines, Iowa 50309, and the name of its registered agent
at such address is National Registered Agents, Inc.
ARTICLE NINE
REQUIRED SHAREHOLDER VOTE AND CONSENT
Except as otherwise required by law, the affirmative vote of the holders
of a majority of the issued and outstanding shares of the Corporation shall
decide any matter submitted to a vote of the shareholders of the Corporation.
The holders of a majority of the issued and outstanding shares of the
Corporation may take any action that the shareholders of the Corporation are
permitted or required to take at a meeting pursuant to a consent setting forth
the action taken that such holders sign.
ARTICLE TEN
INDEMNIFICATION
The Corporation shall, to the full extent permitted by law, (i) indemnify
any person who was, is or is threatened to be made a named defendant or
respondent to any threatened, pending, or competed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, any appeal in such
action, suit or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding, because such person is or was a director or
officer of the Corporation, or, while a director or officer of the Corporation,
is or was serving at the request or the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another Corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including the excise and similar taxes), fines,
settlements, and reasonable expenses (including attorneys fees) actually
incurred by such person in connection with such action, suit, or proceeding and
(ii) advance reasonable expenses to such person in connection with such action,
suit or proceeding. The rights provided in this Article shall not be deemed
exclusive of any other rights permitted by law, to which such person may be
entitled under any provision of the bylaws of the Corporation, a resolution of
shareholders or directors of the Corporation, an agreement, or otherwise.
ARTICLE ELEVEN
LIMITATION OF DIRECTOR LIABILITY
No director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for any act or omission in such director's
capacity as director, except to the extent such director is found liable for (i)
a breach of such director's duty of loyalty to the Corporation or its
shareholders; (ii) an act or omission not in good faith that constitutes a
breach of duty of such director to the Corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law; (iii) a
transaction from which such director received an improper benefit, whether or
not the benefit resulted from an action taken within the scope of such
director's office; or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute. No repeal or
modification of this ARTICLE ELEVEN shall adversely affect any right or
protection of a director of the Corporation existing by virtue of this ARTICLE
ELEVEN at the time of such repeal or modification.
IN WITNESS WHEREOF, I have hereunto set my hand, this 9th day of April,
1998.
/s/ William F. Miller, III
--------------------------
William F. Miller, III, Incorporator
CHESTER J. CULVER
SECRETARY OF STATE
STATE OF IOWA
STATEMENT OF CHANGE
OF REGISTERED OFFICE
AND/OR REGISTERED AGENT
Pursuant to Iowa law, the undersigned submits this Statement to change the
business entity's registered office and/or registered agent in Iowa. Read the
INSTRUCTIONS on the back of this form before completing the information and
signing below.
1. The NAME of the business entity is: See Attached List of Companies
2. The street address of the CURRENT registered OFFICE as indicated on the
Secretary of State's records is:
1500 Hub Tower, 699 Walnut, Des Moines, IA 50309
- --------------- ----------- ----------- ---------
street city state zip
3. The street address of the NEW registered OFFICE is:
604 Locust Street, Suite 222, Des Moines, IA 50309
- ------------------ ---------- ----------- --------
street city state zip
4. The name of the CURRENT registered AGENT as indicate don the Secretary of
State's records is: National Registered Agents, Inc.
(If more than one AGENT is registered, indicate which one is being
replaced.)
5. The name of the NEW registered AGENT is: National Registered Agents, Inc.
6. If the REGISTERED AGENT has changed, the NEW Registered Agent must sign here,
consenting to their appointment, or attach their written consent to this form.
Signature of NEW Registered Agent
Complete ONLY if the Registered Agent changes.
7. If the REGISTERED AGENT changes the street address of their business office
on this form, the Registered Agent must sign here indicating that NOTICE of the
change has been given to the business entity.
National Registered Agents, Inc.
By: /s/ Dennis E. Howarth
---------------------------
Signature of Registered Agent
Dennis E. Howarth, President
Complete ONLY if the Registered Agent changes the street address of their
business office.
8. After any/all change(s) are made, the street address of the registered office
and the street address of the business office of the registered agent will be
identical.
9. Signature by authorized* representative /s/ Dennis E. Howarth Date: April 25,
2002 ---------------------
Print Name and Title: Dennis E. Howarth President
Name Title
CHESTER J. CULVER
SECRETARY OF STATE
STATE OF IOWA
STATE OF CHANGE
OF REGISTERED OFFICE
AND/OR REGISTERED AGENT
Pursuant to Iowa law, the undersigned submits this Statement to change the
business entity's registered office and/or registered agent in Iowa. Read the
INSTRUCTIONS on the back of this form before completing the information and
signing below.
1. The NAME of the business entity is: EMCARE OF IOWA, INC.
2. The street address of the CURRENT registered OFFICE as indicated on the
Secretary of State's records is:
1500 Hub Tower, 699 Walnut, Des Moines, IA 50309
- --------------------------- ----------- ------ -----
street city state zip
3. The street address of the NEW registered OFFICE is:
729 Insurance Exchange Building, Des Moines, IA 50309
- -------------------------------- ----------- ----- -----
street city state zip
4. The name of the CURRENT registered AGENT as indicated on the Secretary of
State's records is: National Registered Agents, Inc.
(If more than one AGENT is registered, indicate which one is being replaced.)
5. The name of the NEW registered AGENT is: Corporation Service Company
6. If the REGISTERED AGENT has changed, the NEW Registered Agent must sign here,
consenting to their appointment, or attach their written consent to this form.
Corporation Service Company
By: /s/ Deborah D. Skipper
---------------------------------
Signature of NEW Registered Agent
Deborah D. Skipper, Asst. V. Pres.
Complete ONLY if the Registered Agent changes.
7. If the REGISTERED AGENT changes the street address of their business office
on this form, the Registered Agent must sign here indicating that NOTICE of the
change has been given to the business entity.
Signature of Registered Agent
Complete ONLY if the Registered Agent changes the street address of their
business office.
8. After any/all change(s) are made, the street address of the registered office
and the street address of the business office of the registered agent will be
identical.
9. Signature by authorized representative: /s/ Laura R. Dunlap Date: 8/14/02
-------------------
Print Name and Title: Laura R. Dunlap Attorney in Fact
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Name Title