Exhibit 3.242
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that
1. The name of the corporation (hereinafter called the "corporation") is
EMCARE PHYSICIAN SERVICES, INC.
2. The registered office of the corporation within the State of Delaware
is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808,
County of New Castle.
3. The registered agent of the corporation within the State of Delaware is
hereby changed to Corporation Service Company, the business office of which is
identical with the registered office of the corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on August 8, 2002
/s/ Robyn Bakalar
-------------------------------------
ROBYN E. BAKALAR, ASSISTANT SECRETARY
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
SPECTRUM PHYSICIAN AND ALLIED HEALTH SERVICES, INC.
Spectrum Physician and Allied Health Services, Inc. (the "corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify:
1. The name of the corporation is Spectrum Physician and Allied Health
Services, Inc.
2. The certificate of incorporation of the corporation is hereby amended
by striking out Article I thereof and by substituting in lieu of said Article
the following new Article.
Article I: The name of the Corporation is EmCare Physician Services, Inc.
3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
Executed on this 9 day of October, 1998.
/s/ Scott W. Roloff
- ----------------------------------
Scott W. Roloff/Authorized Officer
2
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation
SPECTRUM PHYSICIAN AND ALLIED HEALTH SERVICES, INC.
2. The registered office of the Corporation within the State of Delaware
is hereby changed to 9 East Loockerman Street, City of Dover l 9901, County of
Kent.
3. The registered agent of the Corporation within the State of Delaware is
hereby changed to National Registered Agents, Inc., the business office of which
is identical with the registered office of the corporation as hereby changed.
4. The Corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on 3/6, 1998.
SPECTRUM PHYSICIAN AND ALLIED
HEALTH SERVICES, INC.
By: /s/ S. Kent Fannon
-------------------------
Name: S. Kent Fannon
Title: Senior Vice President
3
CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON
FEBRUARY 27, 1997
Spectrum Physican and Allied Health Services, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is Spectrum Physican and Allied Health
Services, Inc.
2. That a Certificate of Amendment to the Certificate of Incorporation was
filed by the Secretary of State of Delaware on February 27, 1997 and that said
Certificate requires correction as permitted by Section 103 of the General
Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate to be corrected is as
follows: The word "Physican" the company name was misspelled.
4. Article First of the Certificate is corrected to read as follows: The
name of the corporation is: Spectrum Physician and Allied Health Services, Inc.
IN WITNESS WHEREOF, said Spectrum Physican and Allied Health Services,
Inc. has caused this Certificate to be signed by Ruth E. Kim, its Assistant
Secretary, this 12 day of May, 1997.
Spectrum Physican and Allied Health Services, Inc.
By: /s/ Ruth E. Kim
-------------------
Assistant Secretary
4
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
*******
Professional Anesthesia Services, Inc., a corporation organized and existing
under and by virtue of the General Competition Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution premising and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Professional Anesthesia
Services, Inc. be amended by changing the First Article thereof so that,
as amended, said Article shall be and read as follows:
1. The name of the corporation is: Spectrum Physician and Allied Health
Services, Inc.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said Professional Anesthesia Services, Inc. has caused
this certificate to be signed by Sally A. Powers, its Vice President and
attested by Ruth E. Kim, its Assistant Secretary, this 27th day of February,
1997.
PROFESSIONAL ANESTHESIA SERVICES,
INC.
By /s/ Sally A. Powers
-------------------------------
Sally A. Powers, Vice President
ATTEST:
By /s/ Ruth E. Kim
--------------------------------
Ruth E. Kim, Assistant Secretary
5
CERTIFICATE OF INCORPORATION
OF
PROFESSIONAL ANESTHESIA SERVICES, INC.
FIRST: The name of the corporation is Professional Anesthesia Services,
Inc.
SECOND: The registered office of the corporation is to be located at 1209
Orange Street, in the City of Wilmington, in the County of New Castle, in the
State of Delaware. The name of its registered agent at that address is The
Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.
FOURTH: The corporation shall be authorized to issue 1,000 shares all of
which are to be of one class and with a par value of $1.00 par share.
FIFTH: The name and mailing address of the incorporator is as follows:
Name Address
Lilly Dorsa 1101 Market Street
Philadelphia, Pennsylvania 19107
SIXTH: Elections of directors need not be by written ballot.
SEVENTH: The original by-laws of the corporation shall be adopted by the
initial incorporator named herein. Thereafter the Board of Directors shall have
the power, in addition to the stockholders, to make, alter, or repeal the
by-laws of the corporation.
EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title S of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title S of the
Delaware Code order a meeting of creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which
6
the said application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.
NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders are granted subject to this reservation.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and that the facts herein stated are true, and
accordingly have hereunto set my hand this fifteenth day of January, 1993.
/s/ Lilly Dorsa
------------------
Lilly Dorsa
Incorporator
7