Exhibit 3.248
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 ANESTHESIA 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 E. BAKALAR
--------------------
ROBYN E. BAKALAR, ASSISTANT SECRETARY
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SPECTRUM ANESTHESIA SERVICES, INC.
Spectrum Anesthesia Services, 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 the said corporation at a meeting
duly convened and held, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and in
the best interest of the Corporation that the Article First of the Certificate
of Incorporation be amended to read as follows:
FIRST: The name of the corporation shall be: EmCare Anesthesia Services,
Inc.
SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
by written consent given 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 corporation has caused this Certificate to be
signed by William F. Miller, its President, and attested by Scott W. Roloff, its
Secretary, this 23rd day of November A.D. 1998.
/s/ William F. Miller
----------------------
President
Attested by /s/ Scott W. Roloff
-----------------------
Secretary
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
SPECTRUM ANESTHESIA 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 19901, 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 ANESTHESIA SERVICES, INC.
By: /s/ S. Kent Fannon
---------------------------------
Name: S. Kent Fannon
Title: Senior Vice President
CERTIFICATE OF INCORPORATION
OF
SPECTRUM ANESTHESIA SERVICES, INC.
FIRST: The name of the corporation is Spectrum 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 per 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 8 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 8 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 an consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which 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 17th day of March, 1997.
/s/ Lilly Dorsa
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Lilly Dorsa
Incorporator