Exhibit 3.246
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
ARTICLE I The exact name of
the corporation is:
EmCare Services of Massachusetts, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
transact any lawful business for which corporations may be organized pursuant to
the provisions of the Massachusetts General Corporation Law, including but not
limited to the provision of management services related to the non-medical
aspects of emergency room department staffing and management as well as managed
services related to physician practices.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8 1/2 x
11 seems of paper with a left margin of at least 1 inch. Additions to more than
one article may be made on a single sheet so long as each article requiring each
addition is clearly indicated.
ATTACHMENT
Corporations Division Disclaimer
This corporation shall not engage in any activity which constitutes the
practice of medicine as regulated by the Board of Medicine
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ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.
WITHOUT PAR VALUE WITH PAR VALUE
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: 1,000 $ 0.01
Preferred: Preferred:
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
None
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None
ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
See attached rider.
Shareholders shall not be entitled to exercise cumulative voting rights in the
election of directors
**If there are no provisions state "None".
Note: The preceding size (6) articles are considered to be permanent and may
ONLY be changed by filing appropriate Articles of Amendment.
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ARTICLE VII
The effective 'date of organization of the corporation shall be the date
approved and filed by the Secretary of the Commonwealth. If a later effective
date is desired, specify such date which shall not be more than thirty days
after the date of filing.
ARTICLE VIII
The information contained in Article VIII is not a permanent part of the
Articles of Organization.
a. The street address (post office boxes are not acceptable) of the principal
office of the corporation in Massachusetts is: c/o National Registered Agents,
Inc., 11 Beacon Street, Suite 1300, Boston, MA 02108
b. The name, residential address and post office address of each director and
officer of the corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President:
Treasurer: See Attached
Clerk:
Directors:
Dir.
c. The fiscal year (i.e.. tax year) of the corporation shall end on the last day
of the month of: December
d. The name and business address of the resident agent, if any, of the
corporation is: National Registered Agents, Inc., 11 Beacon Street, Suite 1300,
Boston, MA 02108
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above have been duly elected.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we,
whose signature(s) appear below as incorporator(s) and whose name(s) and
business or residential address(es) are clearly typed or printed beneath each
signature do hereby associate with the intention of forming this corporation
under the provisions of General Laws, Chapter 156B and do hereby sign these
Articles of Organization as incorporator(s) this 9day of April 1998.
/s/ William F. Miller, III
- --------------------------
William F. Miller, III
Note: If an existing corporation is acting as incorporator, type in the exact
name of the corporation, the state or other jurisdiction where it was
incorporated, the name of the person signing on behalf of said corporation and
the title he/she holds or other authority by which such action is taken.
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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.
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OFFICERS/DIRECTORS
Name/SS# Position Residential Address
- ------------------------- --------------------------- --------------------
Leonard M Riggs, Jr., MD. Chairman of Board, 3920 Euclid Avenue
###-##-#### Chief Executive Officer Dallas, TX 75205
& Director
William F. Miller, III President & Director 3618 Harvard
###-##-#### Dallas, TX 75205
David W. Singley, Jr. Executive Vice President 558 Lennox Avenue
###-##-#### and Chief Operating Officer Westfield, NJ 07090
Andrew G. Buck Vice President, Secretary & 2400 Bluffview Court
###-##-#### Treasurer, Clerk Arlington, TX 76011
Susan W. Whittaker Assistant Secretary 8917 Random Road
Fort Worth, TX 76179
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CONSENT TO USE OF NAME
EmCare, Inc., a corporation organized and existing under the laws of the
State of Delaware and qualified in the state of Massachusetts, does hereby
consent to the use of name and incorporation of EmCare of Massachusetts, Inc. in
the state of Massachusetts.
EMCARE, INC.
By: /s/ William F. Miller, III
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William F. Miller, III, President
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