Exhibit 3.26
CERTIFICATE OF INCORPORATION
of
AMERICAN MEDICAL RESPONSE, INC.
ARTICLE I
The name of this corporation is American Medical Response, Inc.
ARTICLE II
The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.
ARTICLE III
The purpose of this corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.
ARTICLE IV
The total number of shares that the corporation shall have authority to
issue is 25,000,000 shares of Common Stock, $.01 par value per share, and
500,000 shares of Preferred Stock, $.01 par value per share. Subject to the
limitations prescribed by law and the provisions of this certificate of
incorporation, the board of directors of the corporation is authorized to issue
the Preferred Stock from time to time in one or more series, each of such series
to have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other special
rights, and such qualifications, limitations or restrictions thereof, as shall
be determined by the board of directors in a resolution or resolutions providing
for the issue of such Preferred Stock. Subject to the powers, preferences and
rights of any Preferred Stock, including any aeries thereof, having any
preference or priority over, or rights superior to, the Common Stock and except
as otherwise provided by law, the holders of the Common Stock shall have and
possess all powers and voting and other rights pertaining to the stock of this
corporation and each share of Common Stack shall be entitled to one vote.
ARTICLE V
The name and mailing address of the incorporator is: Dominic J. Puopolo, 67
Batterymarch Street, Boston, MA 02110.
ARTICLE VI
Except as provided to the contrary in the provisions establishing a class
or series of stock, the amount of the authorized stock of this corporation of
any class or classes may be increased or decreased by the affirmative vote of
the holders of a majority of the stock of this corporation entitled to vote.
ARTICLE VII
The election of directors need not be by ballot unless the by-laws shall so
require.
ARTICLE VIII
In furtherance and not in limitation of the power conferred upon the board
of directors by law, the board of directors shall have power to make, adopt,
alter, amend and repeal from time to time by-laws of this corporation, subject
to the right of the stockholders entitled to vote with respect thereto to alter
and repeal by-laws made by the board of directors.
ARTICLE IX
A director of this corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this Article IX
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.
ARTICLE X
This corporation shall, to the maximum extent permitted from time to time
under the law of the State of Delaware, indemnify and upon request shall advance
expenses to any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit, proceeding or claim,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was or has agreed to be a director or officer of this
corporation or while a director or officer is or was serving at the request of
this corporation as a director, officer, partner, trustee, employee or agent of
any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorney's fees and expenses), judgments, fines, penalties and
amounts paid in settlement incurred in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require this corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights arising
under any by-law, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such
person. Any person seeking indemnification under this paragraph 10 shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established. Any repeal or modification of the
foregoing provisions of this paragraph 10 shall not adversely affect any right
or protection of a director or officer of this corporation with respect to any
acts or omissions of such director or officer occurring prior to such repeal or
modification.
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ARTICLE XI
The books of this corporation may (subject to any statutory requirements)
be kept outside the State of Delaware as may be designated by the board of
directors or in the by-laws of this corporation.
ARTICLE XII
If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.
ARTICLE XIII
The Board of Directors of the Corporation, when evaluating any offer of
another party (a) to make a tender or exchange offer for any equity security of
the Corporation or (b) to effect a Business Combination, as defined in Section
203 of The Delaware General Corporation Law, shall, in connection with the
exercise of its judgment in determining what is in the best interests of the
Corporation as a whole, be authorized to give due consideration to any such
factors as the Board of Directors determines to be relevant, including, without
limitation:
(i) the interests of the Corporation's stockholders;
(ii) whether the proposed transaction might violate federal or state
laws;
(iii) not only the consideration being offered in the proposed
transaction, in relation to the then current market price for the
outstanding capital stock of the Corporation, but also to the market price
for the capital stock of the Corporation over a period of years, the
estimated price that might be achieved in a negotiated sale of the
Corporation as a whole or in part or through orderly liquidation, the
premiums over market price for the securities of other corporations in
similar transactions, current political, economic and other factors bearing
on securities prices and the Corporation's financial condition and future
prospects; and
(iv) the social, legal and economic effects upon employees, suppliers,
customers and others having similar relationships with the Corporation, and
the communities in which the Corporation conducts its business.
In connection with any such evaluation, the Board of Directors is authorized to
conduct such investigations and to engage in such legal proceedings as the Board
of Directors may determine.
ARTICLE XIV
Notwithstanding any other provisions of this Certificate of Incorporation
or the By-laws (and notwithstanding the fact that a lesser percentage may be
specified by law, this Certificate of Incorporation or the By-laws of the
Corporation), at any time a shareholder vote is required under Subchapters IX or
X of The Delaware General Corporation Law, such vote shall be by the
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affirmative vote of two-thirds of the total number of votes of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors.
ARTICLE XV
Notwithstanding any other provisions of this certificate of Incorporation
or the By-laws (and notwithstanding the fact that a lesser percentage may be
specified by law, this Certificate of Incorporation or the By-Laws of the
Corporation), the affirmative vote of two-thirds of the total number of votes of
the then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors shall be required to amend or repeal, or
to adopt any provision inconsistent with the purpose or intent of, Article XIV
or this Article XV of this Certificate of Incorporation.
THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 2nd day of June, 1992.
/s/ Dominic J. Puopolo
----------------------------------------
Dominic J. Puopolo
Sole Incorporator
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
AMERICAN MEDICAL RESPONSE, INC.
(a Massachusetts corporation)
INTO
AMERICAN MEDICAL RESPONSE, INC.
(a Delaware corporation)
(Under Section 253 of the General Corporation Law of the State of Delaware)
American Medical Response, Inc. a Massachusetts corporation ("Parent")
hereby certifies that:
1. American Medical Response, Inc., a Delaware corporation ("Subsidiary")
was organized pursuant to the provisions of the General Corporation
Law of the State of Delaware, on the 2nd of June, 1992.
2. 100% of the outstanding shares of capital stock of subsidiary is owned
by Parent.
3. The Agreement and Plan of Merger, dated as of June 5, 1992, between
Parent and Subsidiary (the "Merger Agreement") has been approved,
adopted, certified, executed and acknowledged by the stockholders of
Parent in accordance with the requirements of emotions 78 and 79 of
the Business Corporation Law of the Commonwealth of Massachusetts.
4. The Board of Directors of Parent, by written consent dated on the 5th
day of June, 1992, determined to merge the corporation into
Subsidiary, and did adopt the following resolution:
RESOLVED That, subject to shareholder approval, the Agreement and
Plan of Merger (the "Merger Agreements") between the Company
and American Medical Response, Inc., a Delaware corporation
("American Medical Response (Delaware)"), pursuant to which
the Company is to be merged into American Medical Response
(Delaware) be, and it hereby is, authorized, approved and
adopted, in substantially the form presented to the
directors and that, pursuant to said Merger Agreement, the
Company shall merge with and into American Medical Response
(Delaware) and that upon the merger of the Company with and
into American Medical Response (Delaware), shares of common
stock or the Company shall be converted into shares of
common stock of American Medical Response (Delaware) in the
ratio of 2928.71:1 and the holders or such shares shall have
no further claims of any kind or nature, and American
Medical
Response (Delaware) shall issue said shares on a pro rata
basis.
5. The surviving corporation shall be Subsidiary and shall retain the
name American Medical Response, Inc.
6. The Certificate of Incorporation of Subsidiary shall be the
Certificate of Incorporation of the surviving corporation.
7. The executed Merger Agreement is on file at the principal place of
business of Subsidiary, the surviving corporation, at 67 Batterymarch
Street, Boston, MA 02110.
8. A copy of the Merger Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of Parent
or Subsidiary.
IN WITNESS WHEREOF, American Medical Response, Inc., a Massachusetts
corporation, has caused this certificate to be signed by Paul M. Verrochi, its
President, and attested by Keith F. Higgins, its Assistant Clerk, on the 5th day
of June, 1992.
AMERICAN MEDICAL RESPONSE, INC.
By: /s/ Paul M. Verrochi
------------------------------------
Paul M. Verrochi
President
ATTEST:
By: /s/ Keith F. Higgins
---------------------------------
Keith F. Higgins
Assistant Clerk
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMERICAN MEDICAL RESPONSE, INC.
American Medical Response, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That the Board of Directors of this Corporation has adopted the
following resolutions by unanimous written consent:
RESOLVED: That the Certificate of Incorporation of the Company be amended to
increase the number of authorized shares of Common Stock, $.01 par
value, from 25 million to 75 million, that such amendment is hereby
declared advisable and that a special meeting of stockholders be held
on March 26, 1996 for the consideration of such amendment by the
stockholders of the Company entitled to vote thereon and that the
Record Date for such meeting be set for February 12, 1996.
RESOLVED: That following stockholder approval of the foregoing amendment the
Certificate of Incorporation of this Company be amended by changing
the Article thereof number "Article IV" so that, as amended, the first
sentence of said Article shall be and read as follows:
"The total number of shares that the corporation shall have authority
to issue is 75,000,000 shares of Common Stock, $.01 par value per
share, and 500,000 shares of Preferred Stock, $.01 par value per
share";
and that each of the President, any Vice President, the Treasurer and
Secretary of the Company at the time in office be, and they are, and
each of them acting singly is, authorized, in the name and on behalf
of the Company, to take all necessary actions in executing and filing
such amendment with the Delaware Secretary of State, the filing of
such amendment to be conclusive evidence that the same has been
authorized and approved by the Board of Directors of this Company.
SECOND: That said amendment has been consented to and authorized and
adopted by the holders of a majority of the issued and outstanding stock of this
Corporation entitled to vote in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this Corporation has caused this Certificate to be
signed by a duly authorized officer this 30 day of March, 1996.
AMERICAN MEDICAL RESPONSE, INC.
By /s/ William George
-------------------------------------
William George
Vice President and General Counsel
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
American Medical Response, Inc. _____________, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.
The Board of Directors of American Medical Response, Inc. adopted the
following resolution on the 1st day of September, 1996.
Resolved, that the registered office of 1013 Centre Rd., Wilmington, DE
19805, in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.
IN WITNESS WHEREOF, American Medical Response, Inc. has caused this
statement to be signed by William George, its Vice President,* this 1st day of
September, 1996.
/s/ William George
----------------------------------------
William George, Vice President
(Title)
* Any authorized officer or the chairman or Vice-Chairman of the Board of
Directors may execute this certificate.
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING MEDTRANS ACQUISITION CO.
INTO AMERICAN MEDICAL RESPONSE, INC.
MedTrans Acquisition Co., a corporation organized and existing under the
laws of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this Corporation was incorporated on the 6th day of January,
1997, pursuant to the General Corporation Law of the State of Delaware, the
provisions of which permit the merger of a parent corporation organized and
existing under the laws of said State into a subsidiary corporation organized
and existing under the laws of said State.
SECOND: That this Corporation owns at least ninety percent (90%) of the
outstanding shares of the common stock, $ .01 par value per share, of American
Medical Response, Inc., a corporation incorporated on the 6th day of June, 1992,
pursuant to the General Corporation Law of the State of Delaware, and having no
class of stock outstanding other than said common stock.
THIRD: That this Corporation, by the following resolutions of its Board of
Directors, duly adopted by the unanimous written consent of the members thereof,
filed with the minutes of the Board, pursuant to Section 141(f) of the Delaware
General Corporation Law on February 25, 1997, determined to, and effective upon
the filing of this Certificate of Ownership and Merger with the Secretary of
State of the State of Delaware does, merge into said American Medical Response,
Inc.:
WHEREAS, this Corporation is the legal and beneficial owner of at least
ninety percent (90 %) of the outstanding shares of common stock, $.01 par value
per share ("Common Stock"), of American Medical Response, Inc., a Delaware
corporation; and
WHEREAS, said Common Stock is the only issued and outstanding class of
stock of American Medical Response, Inc.; and
WHEREAS, this Corporation desires to merge itself into American Medical
Response, Inc. pursuant to the provisions of Section 253 of the Delaware General
Corporation Law;
NOW, THEREFORE, BE IT RESOLVED, that effective upon the filing of an
appropriate Certificate of Ownership and Merger embodying these resolutions with
the Secretary of State of Delaware (but subject to the approval of the sole
stockholder of this Corporation) this Corporation merge and it hereby does merge
itself into American Medical Response, Inc., which will assume all of the
obligations of this Corporation; and
RESOLVED, that the terms and conditions of the merger are as follows: Upon
the proposed merger becoming effective, each outstanding share of Common Stock
held of record by stockholders other than this Corporation shall cease to be
outstanding, and such stockholders of record shall be entitled to receive from
American Medical Response, Inc., as the surviving corporation in the merger, the
sum of $40.00, in cash for each such share upon surrender to The
First National Bank of Boston, which is hereby appointed paying agent for such
purpose, of their certificates formerly representing ownership of Common Stock;
each outstanding share of Common Stock owned of record by the Corporation
(including for this purpose any shares owned by the sole stockholder of this
Corporation) shall cease to be outstanding, without any payment being made in
respect thereof; and each share of Common Stock of this Corporation shall be
converted into 1 share of Common Stock, $.01 par value per share, of American
Medical Response, Inc., certificates for which shall be issued to the sole
stockholder of this Corporation upon surrender to American Medical Response,
Inc. of such stockholder's certificates formerly representing such shares of
Common Stock of this Corporation; and
RESOLVED, that immediately following the merger, the first sentence of
Article IV of the Certificate of Incorporation of American Medical Response,
Inc. be amended to read as follows:
"The total number of shares of stock which the corporation shall have
the authority to issue is Three Thousand (3,000) shares of Common
Stock, $.01 par value."
RESOLVED, that the proposed merger be submitted to the sole stockholder of
this Corporation and that upon receiving the unanimous written consent of such
stockholder the proposed merger shall be approved; and
RESOLVED, that American Medical Response, Inc., as the surviving
corporation in the merger, shall notify each stockholder of record of said
American Medical Response, Inc. within ten days after the effective date of the
merger that the merger has become effective; and
RESOLVED, that the President or any Vice President of this Corporation be
and each hereby is authorized to make and execute, and the Secretary or any
Assistant Secretary be and each hereby is authorized to attest, a Certificate of
Ownership and Merger setting forth a copy of these resolutions providing for the
merger of this Corporation into American Medical Response, Inc., and the date of
adoption hereof, and to cause the same to be filed with the Secretary of State
and a certified copy recorded in the office of the Recorder of Deeds of each
county in which it is required to be filed and to do all acts and things,
whatsoever, whether within or without the State of Delaware, which may be in any
way necessary or appropriate to effect such merger.
FOURTH: That the merger has been approved by the holder of all of the
outstanding stock of this Corporation entitled to vote thereof by unanimous
written consent without a meeting in accordance with Section 228 of the Delaware
General Corporation law.
IN WITNESS WHEREOF, said MedTrans Acquisition Co. has caused this
Certificate to be signed by Ivan R. Cairns, its authorized officer, this 25th
day of February, 1997.
MEDTRANS ACQUISITION CO.
By: /s/ Ivan R. Cairns
------------------------------------
Name: Ivan R. Cairns
Title: Senior Vice President
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CARELINE, INC.
INTO
AMERICAN MEDICAL RESPONSE, INC.
Careline, Inc., a corporation organized and existing under the laws of the
state of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this Corporation was incorporated on the 17th day of July,
1995, pursuant to the General Corporation Law of the State of Delaware, the
provisions of which permit the merger of a parent corporation organized and
existing under the laws of said State into a subsidiary corporation organized
and existing under the laws of said state.
SECOND: That this Corporation owns at least ninety percent (90%) of the
outstanding shares of the common stock, $.01 par value per share, of American
Medical Response, Inc., a corporation incorporated on the 2nd day of June, 1992,
pursuant to the General Corporation Law of the State of Delaware, and having no
class outstanding other than said common stock.
THIRD: That this Corporation, by the following resolutions of its sole
director, duly adopted by written consent thereof, filed with the minutes of the
meetings, pursuant to Section 141(f) of the Delaware General Corporation Law on
August 25, 1999, determined to, and effective upon the filing of this
Certificate of Ownership and Merger with the Secretary of State of the State of
Delaware does, merge into said American Medical Response, Inc.:
WHEREAS, that this Corporation is the legal and beneficial owner of at
least ninety percent (90%) of the outstanding shares of common stock, $.01 par
value per share ("Common Stock"), of American Medical Response, Inc., a Delaware
corporation; and
WHEREAS, said Common Stock is the only issued and outstanding class of
stock of American Medical Response, Inc.; and
WHEREAS, this Corporation desires to merge itself into American Medical
Response, Inc. pursuant to the provisions of Section 253 of the Delaware General
Corporation Law;
NOW, THEREFORE, BE IT RESOLVED: that effective upon the filing of an
appropriate Certificate of Ownership and Merger embodying these resolutions with
the Secretary of State of Delaware (but subject to the approval of the sole
stockholder of this Corporation) this Corporation merge and it hereby does merge
itself into American Medical Response, Inc. which will assume all of the
obligations of this Corporation; and
RESOLVED, that the terms and conditions of the merger are as follows:
a. Caroline, Inc., which is a business corporation of the State of
Delaware and is the parent corporation and the owner of all of the
outstanding shares of American Medical Response, Inc., which is a
business corporation of the State of Delaware and the subsidiary
corporation, hereby merges itself into American Medical Response, Inc.
pursuant to the provisions of the laws of the State of Delaware.
b. The separate existence of this Corporation shall cease at the
effective time and date of the merger and American Medical Response,
Inc. shall continue its existence as the surviving corporation
pursuant to the provisions of the laws of the State of Delaware.
c. The issued shares of this Corporation immediately prior to the
effective time and date of the merger shall not be converted in any
manner, but each said share which is issued at the effective time and
date of the merger shall be surrendered and extinguished.
d. The sole director and the proper officers of American Medical
Response, Inc. are hereby authorized, empowered, and directed to do
any and all acts and things, and to make, execute, deliver, file,
and/or record any and all instruments, papers, and documents which
shall be or become necessary, proper or convenient to carry out or put
into effect any of the provisions of this Certificate of Ownership and
Merger.
RESOLVED, that the proposed merger be submitted to the sole stockholder of
this Corporation and that upon receiving the unanimous written consent of such
stockholder the proposed merger shall be approved; and
RESOLVED, that American Medical Response, Inc. as the surviving corporation
in the merger, shall notify the stockholder of record of said American Medical
Response, Inc. within ten days after the effective date of the merger that the
merger has become effective; and
RESOLVED, that the President or any Vice President of this Corporation, be
and each hereby is authorized to make and execute, and the Secretary or any
Assistant Secretary be and each hereby is authorized to attest, a Certificate of
Ownership and Merger setting forth a copy of these resolutions providing for the
merger of this Corporation into American Medical Response, Inc. and the date of
adoption hereof, and to cause the same to be filed with the Secretary of State
and to do all acts and things, whatsoever, whether within or without the State
of Delaware, which may be in any way necessary or appropriate to effect such
merger.
FOURTH: That the merger has been approved by the holders of all of the
outstanding stock of this Corporation entitled to vote thereof by unanimous
written consent without a meeting in accordance with Section 228 of the Delaware
General Corporation law.
FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the Board of Directors of
this Corporation at any time prior to the time that this merger filed with the
Secretary of State becomes effective.
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IN WITNESS WHEREOF, the undersigned, being the Vice President of Careline,
Inc., has executed this Certificate and hereby affirms under the penalties of
perjury that its contents are true as of this 25 day of August, 1999.
By /s/ Joshua T. Gaines
-------------------------------------
Vice President
(Title)
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