Exhibit 3.244
ARTICLES OF AMENDMENT
SUBMIT IN DUPLICATE
1. CORPORATE NAME: Medical Emergency Service Associates (MESA), Inc.
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on April 30, 1996 in the manner indicated below. ("X" one box only)
[ ] By a majority of the incorporators, provided no directors were named in the
articles of incorporation and no directors have been elected;
[ ] By a majority of the board of directors, in accordance with Section 10.10,
the corporation having issued no shares as of the time of adoption of this
amendment;
[ ] By a majority of the board of directors, in accordance with Section 10.15,
shares having been issued but shareholder action not being required for the
adoption of the amendment;
[ ] By the shareholders, in accordance with Section 10.20, a resolution of the
board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of incorporation
were voted in favor of the amendment;
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and submitted
to the shareholders. A consent in writing has been signed by shareholders
having not less than the minimum number of votes required by statute and by
the articles of incorporation. Shareholders who have not consented in
writing have been given notice in accordance with Section 7.10;
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and submitted
to the shareholders. A consent in writing has been signed by all the
shareholders entitled to vote on this amendment.
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name below.
Use Page 2 for all other amendments.
Article I: The name of the corporation is:
(Text of Amendment
b. (If amendment affects the corporate purpose, the amended purpose is required
to be set forth in its entirety. If there is not sufficient space to do so, add
one or more sheets of this size.)
See Attachment
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of issued shares
of that class, provided for or effected by this amendment, is as follows:
(If not applicable, insert "No change") No change
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces
the terms Stated Capital and Paid-in Surplus and is equal to the total of
these accounts) is as follows: (If not applicable, insert "No change")
No Change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated
Capital and Paid-in Surplus and is equal to the total of these accounts) as
changed by this amendment is as follows: (If not applicable, insert "No change")
No Change
Before Amendment After Amendment
---------------- ---------------
Paid-in Capital $_______________ $______________
(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated May 13, 1996 Medical Emergency Service Associates
(Exact Name of Corporation at date of execution)
attested by See Attachment by (MESA), Inc.
- ------------------------------------- ----------------------------------------
(Signature of Secretary or (Signature of President or
Assistant Secretary) Vice President)
- ------------------------------------- ----------------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.
The undersigned affirms, under the penalties of perjury, that the facts stated
herein are true. Dated ______________, 19__
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MEDICAL EMERGENCY SERVICE ASSOCIATES (MESA), INC.
Pursuant to the provisions of Section 10.30
of the Illinois Business Corporation Act
We, the undersigned, for the purpose of amending and restating the Articles of
Incorporation of Medical Emergency Service Associates (MESA), Inc. in their
entirety under the provisions of and subject to the requirements of the Business
Corporation Act of the State of Illinois, do HEREBY CERTIFY as follows:
RESTATED FIRST: The name of the corporation (the "Corporation") is: MEDICAL
EMERGENCY SERVICE ASSOCIATES (MESA), INC.
RESTATED SECOND: The date of incorporation of the Corporation was January 20,
1969, the name of the Corporation at the time of the incorporation was MEDICAL
EMERGENCY SERVICE ASSOCIATES (MESA), S.C. Effective April 30, 1996, the
Corporation amended its name to MEDICAL EMERGENCY SERVICE ASSOCIATES (MESA),
INC. and amended its purpose to become an Illinois business corporation.
RESTATED THIRD: The address of the registered office of the Corporation in the
State of Illinois is 4915 Kirchoff Rd., Rolling Meadows, IL 60098 (Cook). The
name of the Corporation's registered agent at such address is Candy Mikulecky.
RESTATED FOURTH The purposes for which the Corporation is formed are to engage
in any lawful act or activity for which corporations may be organized under the
Illinois Business Corporation Act.
RESTATED FIFTH: The aggregate number of shares of stock which the Corporation
shall have authority to issue is One Hundred and Five Thousand (105,000) shares
consisting of.
Type of Shares Number of Shares Par Value of Shares
- -------------- ---------------- -------------------
Common Stock 100,000 $10.00 per share
Preferred A Stock 5,000 No par value
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RESTATED SIXTH: The amount of paid in capital as of the date of filing these
Amended and Restated Articles of Incorporation is $1,445,564.
AMENDED SEVENTH: The preferences, qualifications, limitations, restrictions and
the special or relative rights in respect of the shares of each class are:
All shareholders shall at all times be physicians duly licensed to practice
under the Medical Practice Act of Illinois.
Common Stock
1. Dividends. Holders of shares of Common Stock are entitled to receive such
dividends, if any, as may be declared by the Board of Directors, in its
discretion, out of funds legally available therefor.
2. Liquidation, Dissolution or Winding Up. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
or in the event of any other distribution of assets of the Corporation among its
shareholders for the purpose of winding up its affairs, after there shall have
been paid to or set apart for the holders of the shares of Preferred A Stock the
full preferential amounts to which they are entitled to receive pro-rata all of
the remaining assets of the Corporation available for distribution to its
shareholders.
Preferred A Stock
1. Dividends. Holders of shares of Preferred A Stock are entitled to receive
such dividends, if any, as may be declared by the Board of Directors, in its
discretion, out of funds legally available therefor.
2. Voluntary Redemption. The Corporation may redeem at any time or from time to
time all or part of the then outstanding shares of Preferred A Stock, on payment
for each share to be redeemed of $333.33 together with all declared (up to but
excluding the date of such payment) and unpaid dividends thereon, without
interest, such amount constituting and being hereinafter referred to as the
"Redemption Price."
In case a part only of the shares of Preferred A Stock is at any time to be
redeemed, the shares so to be redeemed shall be selected on a pro-rata basis,
disregarding fractions, according to the number of shares of Preferred A Stock
held by each of the registered holders thereof, or on any other basis approved
by an instrument in writing executed by the holders of all of the shares of
Preferred A Stock outstanding at the time of such approval. If a part only of
the shares of Preferred A Stock represented by any certificate shall be redeemed
or, in accordance with the provisions hereinafter set out, purchased by the
Corporation for cancellation, a new certificate representing the balance of such
shares shall be issued to the holder thereof at the expense of the Corporation
upon presentation and surrender of the first mentioned certificate.
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In any voluntary redemption of shares of Preferred A Stock, except where the
Corporation is exercising an option to purchase shares of Preferred A Stock
which a holder thereof has first offered for sale to a third party, the
Corporation shall not less than five days and not more than sixty days before
the date specified for redemption send by prepaid mail or deliver to the
registered address of each person who at the date of mailing or delivery is a
registered holder of shares of Preferred A Stock to be redeemed, a notice in
writing of the intention of the Corporation to redeem such shares of Preferred A
Stock. Accidental failure or omission to give such notice to one or more holders
shall not affect the validity of such redemption, but if notice is given
forthwith to such holder or holders, it shall have the same force and effect as
if given in due time. Such notice shall set out the number of shares of
Preferred A Stock held by the person to whom it is addressed which are to be
redeemed, the Redemption Price, the date specified for redemption and the place
or places within the United States at which holders of shares of Preferred A
Stock may present and surrender such shares for redemption. On and after the
date so specified for redemption, the Corporation shall pay or cause to be paid
to or to the order of the registered holders of the shares of Preferred A Stock
to be redeemed the Redemption Price of such shares on presentation and
surrender, at the registered office of the Corporation or any other place or
places within the United States specified in such notice of redemption, of the
certificate or certificates representing the shares of Preferred A Stock called
for redemption. Payment in respect of the shares of Preferred A Stock being
redeemed shall be made by check payable to the holders thereof in lawful money
of the United States at any branch in the United States of the Corporation's
bankers. From and after the date specified for redemption in any such notice of
redemption, the shares of Preferred A Stock called for redemption shall cease to
be entitled to dividends or any other participation in the assets of the
Corporation and the holders thereof shall not be entitled to exercise any of
their other rights as shareholders in respect thereof unless payment of the
Redemption Price shall not be made upon presentation and surrender of the
certificates in accordance with the foregoing provisions, in which case the
right of the holders shall remain unaffected.
The Corporation shall have the right at any time after the mailing or delivery
of notice of its intention to redeem the shares of Preferred A Stock to deposit
the Redemption Price of the shares of Preferred A Stock so called for
redemption, or of such of the shares of Preferred A Stock which are represented
by certificates which have not at the date of such deposit been surrendered by
the holders thereof in connection with such redemption, to a special account in
any bank in the United States named in such notice or in a subsequent notice to
the holders of the shares in respect of which the deposit is made, to be paid
without interest to or to the order of the respective holders of the shares of
Preferred A Stock called for redemption upon presentation and surrender to such
bank of the certificates representing such shares. Upon such deposit being made
or upon the date specified for redemption in such notice or subsequent notice,
whichever is the later, the shares of Preferred A Stock in respect of which such
deposit shall have been made shall be deemed to be redeemed and the rights of
the holders thereof shall be limited to receiving, without interest, their
proportionate part of the amount so deposited upon presentation and surrender of
the certificate or certificates representing their shares of Preferred A
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Stock being redeemed. Any interest allowed on such deposit shall belong to the
Corporation.
All shares of Preferred A Stock redeemed by the Corporation shall be retired and
cancelled and shall be restored to the status of authorized but unissued shares
of Preferred A Stock, without designation as to series, and may thereafter be
issued.
3. Conversion or Exchange. The holders of the shares of Preferred A Stock shall
have no right to convert such shares of Preferred A Stock into or exchange such
shares of Preferred A Stock for shares of any other class or classes or any
other series of any class or classes of capital stock of the Corporation.
4. Voting Rights. Except as provided by Section 8 below, the holders of the
shares of Preferred A Stock shall not be entitled to receive notice of, to
attend or to vote at any meetings of shareholders of the Corporation except as
provided by law.
5. Liquidation, Dissolution or Winding Up. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
or in the event of other distribution of assets of the Corporation among its
shareholders for the purpose of winding up its affairs, the holders of the
shares of Preferred A Stock shall be entitled to receive in the aggregate from
the assets of the Corporation, on a pro-rata basis, a sum equal to the product
of the Redemption Price and the number of shares of Preferred A Stock
outstanding, before any amount shall be paid to, or assets of the Corporation
distributed amongst, the holders of the shares of Common Stock or any other
shares of the Corporation ranking as to capital junior to the shares of
Preferred A Stock. After payment to the holders of the shares of Preferred A
Stock of the amounts so payable to them, they shall not be entitled to share in
any further distribution of the assets of the Corporation.
If the assets of the Corporation available for distribution to the holders of
shares of Preferred A Stock shall be insufficient to permit the payment in full
of the sums payable hereunder to such. holders upon any such liquidation,
dissolution, winding up or other distribution of assets of the Corporation among
its shareholders for the purpose of winding up, all of the assets of the
Corporation available for distribution to the holders of shares of Preferred A
Stock shall be distributed ratably among the holders of the shares of Preferred
A Stock in proportion to the amounts they respectively would be entitled to
receive if such assets were sufficient to permit a payment in full of said sums.
6. Interpretation. In the event that any date on which any dividend on the
shares of Preferred A Stock is payable by the Corporation, or on or by which any
other action is required to be taken by the Corporation hereunder, is not a
Business Day, then such dividend shall be payable, or such other action shall be
required to be taken, on or by the next succeeding day that is a Business Day.
For the purpose of these share provisions:
(a) "Business Day" means a day other than a Saturday, a Sunday or any other day
that is a statutory holiday under the laws of the State of Illinois or the laws
of the United States applicable therein, and
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(b) "ranking as to capital junior" means ranking junior with respect to the
distribution of assets in the event of the liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, or in the event of any
other distribution of assets of the Corporation among its shareholders for the
purpose of winding up its affairs.
7. Amendment. The rights, privileges, restrictions and conditions attached to
the shares of Preferred A Stock may be added to, changed or removed by Articles
of Amendment but only with the prior approval of the holders of the shares of
Preferred A Stock given as hereinafter specified in addition to any other vote
or authorization required by law.
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.
RESTATED EIGHTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Illinois, the Board of Directors of the Corporation is
expressly authorized and empowered to make, alter or repeal the Bylaws of the
Corporation, subject to the power of the stockholders of the Corporation to
alter or repeal any Bylaw made by the Board of Directors.
RESTATED NINTH: The election of directors of the Corporation need not be by
written ballot unless Bylaws of the Corporation shall so provide.
RESTATED TENTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation in the manner now or hereafter prescribed by law,
and rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors, or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article.
AMENDED ELEVENTH: No person shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided, however, that the foregoing shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 5/8.75 of the Illinois Business Corporation Act of the State of
Illinois, or (iv) for any transaction. from which the director derived an
improper personal benefit. If the Business Corporation Act of the State of
Illinois is amended to authorize corporate action further eliminating or
limiting the personal liability of directors,
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then the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Business Corporation Act of the
State of Illinois, as so amended. Any repeal or modification of the provisions
of this Article by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.
[SIGNATURE ON NEXT PAGE]
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IN WITNESS WHEREOF, the undersigned individuals, being the President and
Secretary of the Corporation, pursuant to the Illinois Business Corporation Act,
do hereby declare, certify and acknowledge under penalties of perjury that the
facts herein stated are true and that this Amended and Restated Articles of
Incorporation is their act and deed, and accordingly have hereunto set their
hand, this 13 day of May, 1996.
/s/ William F. Miller
- -------------------------------------
William F. Miller, President
ATTESTED BY:
/s/ Robert F.Anderson
- -------------------------------------
Robert F. Anderson, Secretary
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ARTICLES OF AMENDMENT
SUBMIT IN DUPLICATE
1. CORPORATE NAME: Medical Emergency Service Associates (Mesa), Inc.
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of incorporation was adopted on May 1,
1998 in the manner indicated below. ("X" one box only)
[ ] By a majority of the incorporators, provided no directors were named in the
articles of incorporation and no directors have been elected;
[ ] By a majority of the board of directors, in accordance with Section 10.10,
the corporation having issued no shares as of the time of adoption of this
amendment;
[ ] By a majority of the board of directors, in accordance with Section 10.15,
shares having been issued but shareholder action not being required for the
adoption of the amendment;
[ ] By the shareholders. In accordance with Section 10.20, a resolution of the
board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of incorporation
were voted in favor of the amendment
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and submitted
to the shareholders. A consent In writing has been signed by shareholders
having not less than the minimum number of votes required by statute and by
the articles of incorporation, Shareholders who have not consented in
writing have been given notice in accordance with Section 7.10;
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and submitted
to the shareholders. A consent in writing has been signed by all the
shareholders entitled to vote on this amendment.
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name below.
Use Page 2 for all other amendments.
Article I: The name of the corporation is:
EmCare Services of Illinois, Inc.
(NEW NAME)
All changes other than name, include on page 2
(over)
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Text of Amendment
b. (If amendment affects the corporate purpose, the amended purpose is required
to be set forth in its entirety. If there is not sufficient space to do so, add
one or more sheets of this size.)
Page 2
11
4. The manner, if not set forth on Article 3b, in which any exchange,
reclassification on or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of issued shares of
that class, provided for or effected by this amendment. is as follows: (If not
applicable, insert "No change")
NO CHANGE
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces the
terms Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) is as follows: (if not applicable, insert "No change")
NO CHANGE
(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated
Capital and Paid-In Surplus and is equal to the total of these accounts) as
changed by this amendment is as follows: (If not applicable, insert "No change")
NO CHANGE
Before Amendment After Amendment
---------------- ---------------
Paid-in Capital $_______________ $______________
(Complete either item 6 or 7 below. All signatures must be in BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duty authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated May 29, 1998
Medical Emergency Service Associates (Mesa), Inc.
(Exact Name of Corporation at date of execution)
attested by
/s/ Scott W. Roloff
- -------------------------------------
Signature of Secretary or Assistant
Secretary)
Scott W. Roloff, Secretary
(Type or Print Name and Title)
by /s/ William F. Miller, III
----------------------------------
Signature of President or
Vice President)
William F. Miller, III, President
(Type or Print Name and Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
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If amendment is authorized by the directors pursuant to Section 10.10 and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.
The undersigned affirms, under the penalties of perjury, that the facts stated
herein are true.
Dated __________________, 19__
_____________________________________ ________________________________________
_____________________________________ ________________________________________
_____________________________________ ________________________________________
_____________________________________ ________________________________________
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STATEMENT OF
CHANGE
OF REGISTERED AGENT
AND/OR REGISTERED
OFFICE
SUBMIT IN DUPLICATE
Approved:
Remit payment in check or money order, payable to "Secretary of State."
Type or print in black ink only.
See reverse side for signature(s).
1. CORPORATE NAME: Emcare Services of Illinois, Inc.
2. STATE OR COUNTRY OF INCORPORATION: IL
3. Name and address of the registered agent and registered office as they appear
on the records of the office of the Secretary of State (before change):
Registered Agent Illinois Corporation Service Company
Registered Office 700 South Second Street, Springfield, 62704 Sangamon
4. Name and address of the registered agent and registered office shall be
(after all changes herein reported):
Registered Agent Illinois Corporation Service company
Registered Office 801 Adlai Stevenson Drive, Springfield, IL 62703 Sangamon
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5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. By resolution duly adopted by the board of directors. (Note 5)
b. By action of the registered agent . (Note 6)
7. (If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by a duly
authorized officer who affirms, under penalties of perjury, that the facts
stated herein are true.
Dated ___________________________, ______ _____________________________________
(Month & Day) (Year) (Exact Name of Corporation)
- -------------------------------------
(Any Authorized Officer's Signature)
- -------------------------------------
(Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true. Dated October 31, 2003
/s/ Mark Rosser
- -------------------------------------
(Signature of Registered Agent of
Record)
Illinois Corporation Service Company
Mark Rosser, Vice President
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