Exhibit 3.186
ARTICLES OF INCORPORATION
OF
EMCARE OF KENTUCKY, INC.
The undersigned, a natural person of the age of eighteen years or more,
acting as incorporator of a corporation under the Kentucky Business Corporation
Act, hereby adopts the following Articles of Incorporation for EMCARE OF
KENTUCKY, INC. (the "Corporation").
ARTICLE ONE
NAME
The name of this Corporation is "EMCARE OF KENTUCKY, 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
Kentucky 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 400 West
Market Street, Suite 1800, Louisville, Kentucky 40202, and the name of its
registered agent as such address is National Registered Agents, Inc.
ARTICLE NINE
PRINCIPAL OFFICE
The mailing address of the Corporation's principal office is 1717 Main
Street, Suite 5200, Dallas, Texas 75201.
ARTICLE TEN
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 ELEVEN
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 completed 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 of
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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 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 TWELVE
IMITATION 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 for 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 TWELVE shall adversely affect any right or protection of a director of
the Corporation existing by virtue of this ARTICLE TWELVE at the time of such
repeal or modification.
IN WITNESS WHEREOF, I have hereunto set my hand, the ___ day of
____________________, 1998.
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William F. Miller, III, Incorporator
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