Exhibit 3.188
ARTICLES OF INCORPORATION
(R.S. 12:24)
Domestic Business Corporation Return to: Corporations Division
Enclose $60.00 filing fee P.O. Box 94125
Make remittance payable to Baton Rouge, LA 70804-9125
Secretary of State Phone (504) 925-4704
Do not send cash
STATE OF LOUISIANA
PARISH OF ___________________________
1. The name of this corporation is: EmCare of Louisiana, Inc.
2. This corporation is formed for the purpose of: (check one)
[x] Engaging in any lawful activity for which corporations may be
formed.
[ ] ____________________________________________________________________
(use for limiting corporate activity)
3. The duration of this corporation is: (may be perpetual) perpetual
4. The aggregate number of shares which the corporation shall have authority
to issue is:
1,000
5. The shares shall consist of one class only and the par value of each share
is $0.01 (shares may be without par value) per share.
6. The full name and post office address of each incorporator is:
William F. Miller, III
1717 Main Street, Suite 5200
Dallas, TX 75201
7. Other provisions: _______________________________________________________
see attached rider
8. The corporation's federal tax identification number is: Applied For
THUS DONE AND PASSED in my office in Dallas, Texas on this the 26th day of March
, 19 98 , in my presence and in the presence of the undersigned witnesses who
sign their names with me, Notary, after due reading of the whole.
Incorporator's Signature:
/s/ William F. Miller, III
_____________________________ ------------------------------------------
Witness William F. Miller, III
______________________________ __________________________________________
Witness
/s/ Anne B. Turner
---------------------------------
Notary
EXHIBIT A
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.
Preemptive Rights. No share shall bear any preemptive right of its shareholder
to acquire additional shares.
No Cumulative Voting Rights. 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.
CONSENT TO USE OF NAME
EmCare, Inc., a corporation duly organized and existing under the laws of
the State of Delaware and qualified in the State of Louisiana, does hereby
consent to the use of name and incorporation of EmCare of Louisiana, Inc. in the
state of Louisiana.
EMCARE, INC.
By: /s/ William F. Miller, III
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William F. Miller, III, President
\
DISCLOSURE OF OWNERSHIP
(R.S. 12:23 E, 12.205 E and 12:304 A (II))
STATE OF TEXAS COUNTY OF DALLAS
BEFORE ME, the undersigned Notary in and for the parish herein above
shown, personally came and appeared the undersigned who, after being duly sworn,
did depose and say that:
EmCare of Louisiana, Inc.
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Corporation Name
is contracting with the state and listed below are the names and addresses of
all persons or corporate entities who hold ownership interest of five percent or
more in the corporation or who hold by proxy the voting power of five percent or
more in the corporation and, if anyone is holding stock in his own name that
actually belongs to another, the name of the person for whom held, including
stock held pursuant to a counterletter.
1. Persons or corporate entities owning 5% or more:
EmCare, Inc., 1717 Main Street, Suite 5200, Dallas, Texas 75201
- --------------------------------------------------------------------------------
Name Address
________________________________________________________________________________
Name Address
________________________________________________________________________________
Name Address
2. Persons or corporate entities who hold by proxy the voting power of
5% or more:
________________________________________________________________________________
Name Address
________________________________________________________________________________
Name Address
________________________________________________________________________________
Name Address
3. Stock held for others and for whom held:
________________________________________________________________________________
Name Address
________________________________________________________________________________
For Whom Held Address
________________________________________________________________________________
Name Address
________________________________________________________________________________
For Whom Held Address
________________________________________________________________________________
Name Address
________________________________________________________________________________
For Whom Held Address
Sworn to and subscribed before me at Dallas, Texas this 27th day of April , 19
98 . EmCare of Louisiana, Inc.
By: /s/ William F. Miller, III /s/ Anne B. Turner
--------------------------------------- ------------------------
Corporation Representative Notary
William F. Miller, III, President
NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS
To: The Secretary of State for the State of Louisiana
Notice is hereby given pursuant to LA. R.S. Title 12:104; 308; 236; 1308;
1350 and 3424 of the new address of National Registered Agents, Inc. in the
State of Louisiana where process may be served for profit and non-profit
corporations, limited liability companies and limited partnerships represented
by National Registered Agents, Inc. as shown on the records of the Secretary of
State.
The agent for service of process, National Registered Agents, Inc., was
formerly located at 3500 Highway 190, Mandeville, LA 70471-3124. The new address
for the said agent for service of process, National Registered Agents, Inc., is
225 St. Ann Drive, Mandeville, LA 70471-3219.
Notice is also given pursuant to LA. R.S. Title 12:104; 308; 236; 1308;
1350 and 3424 that the registered office of each profit and non-profit
corporation, limited liability company and limited partnership shown on the
records of the Secretary of State to be represented by National Registered
Agents, Inc. and designating 3500 Highway 190, Mandeville, LA 70471-3124, is
changed to 225 St. Ann Drive, Mandeville, LA 70471-3219.
All such entities may now be served at the new address of the agent for
service of process as set forth, as of August 6, 1999.
I, Dennis E. Howarth, President of the said agent, hereby declare the
contents of this Notice true to the best of my knowledge and belief, as of this
2nd day of August, 1999.
National Registered Agents, Inc.
/s/ Dennis E. Howarth
---------------------------------------
Dennis E. Howarth, President
NOTICE OF CHANGE OF REGISTERED OFFICE
AND/OR CHANGE OF REGISTERED AGENT
(R.S. 12:104 & 12:236)
Domestic Business Corporation Return to: Corporations Division
(Business or Non-Profit) P.O. Box 94125
Enclose $20.00 filing fee Baton Rouge, LA 70804-9125
Make remittance payable to Phone (225) 925-4704
Secretary of State Web Site: www.sec.state.la.us
Do Not Send Cash
Corporation Name: ______________________________________________________________
EMCARE OF LOUISIANA, INC.
CHANGE OF LOCATION OF REGISTERED OFFICE
Notice is hereby given that the Board of Directors of the above named
corporation has authorized a change in the location of the corporation's
registered office. The new registered office is located at:
__________________________________________
_____________________________________________________________________
To be signed by one (1) officer or two (2) directors Date
CHANGE OF REGISTERED AGENTS
Notice is hereby given that the Board of Directors of the above named
corporation has authorized the change of the corporation's registered agent(s).
The name(s) and address(es) of the new registered agent(s) is/are as follows:
Corporation Service Company
320 Somerulos Street
Baton Rouge, LA 70802-6129
/s/ Laura R. Dunlap 08/14/02
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President, Vice President or Secretary Date
LAURA R. DUNLAP, Vice President
AGENT'S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE
I hereby acknowledge and accept the appointment of registered agent(s) for and
on behalf of the above named corporation.
Corporation Service Company
/s/ Deborah D. Skipper
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Sworn to and subscribed before me, the undersigned Notary Public, on this date:
Aug. 20, 2002
/s/ Ta-Tanisha G. Adams
-----------------------
Notary
TA-TANISHA G. ADAMS