Exhibit 3.250
ARTICLES OF ORGANIZATION
OF
CAPITAL EQUITY ASSOCIATES, LLC
The undersigned, acting as the sole organizer of a limited liability
company under the Maryland Limited Liability Company Act (the "Act"), does
hereby adopt the following Articles of Organization for Capital Equity
Associates, LLC (the "Company"):
ARTICLE ONE
The name of the Company is Capital Equity Associates, LLC.
ARTICLE TWO
The period of duration of the Company is twenty years from the date of
filing these Articles with the Maryland Department of Assessments and Taxation
or until the earlier dissolution of the Company in accordance with the
provisions of its regulations.
ARTICLE THREE
The purpose for which the Company is organized is the transaction of
any or all lawful business for which limited liability companies may be
organized under the Act.
ARTICLE FOUR
The principal place of business of the Company in the State of
Maryland is 575 Main Street, Suite 355, Laurel, Maryland 20707.
ARTICLE FIVE
The name of the initial registered agent of the Company in the State
of Maryland is CSC-Lawyers Incorporating Service Company, and the address of
such initial registered office is Suite 9E, 11 E. Chase Street, Baltimore,
Maryland 21202.
ARTICLE SIX
The Company is to be managed by one or more managers. The number of
initial managers, who shall serve as managers until the first annual meeting of
members of the Company or until their successors are duly appointed, shall be
three. The names and addresses of such initial managers shall be as follows:
Leonard M. Riggs, Jr., M.D. 1717 Main Street, Suite 5200
Dallas, Texas 75201
William F. Miller, III 1717 Main Street, Suite 5200
Dallas, Texas 75201
Gary W. Cage 1717 Main Street, Suite 5200
Dallas, Texas 75201
ARTICLE SEVEN
No member shall have a preemptive right to acquire any membership
interests or securities of any class that may at any time be issued, sold or
offered for sale by the Company.
ARTICLE EIGHT
The right of members to cumulative voting in the election of managers
is expressly prohibited.
ARTICLE NINE
The authority of members to act for the Company solely be virtue of
their being members shall be limited as follows: (i) no member of the Company
shall be an agent of the Company solely by virtue of being a member, and no
member has authority to act for the Company solely by virtue of being a member,
and (ii) each person dealing with a member is presumed to have knowledge that
the member has no authority to act for the Company solely by virtue of being a
member.
ARTICLE TEN
A manager of the Company shall not be liable to the Company or its
members for monetary damages for an act or omission in the manager's capacity as
a manager, except that this Article Ten does not eliminate or limit the
liability of a manager to the extent the manager is found liable for (i) a
breach of the manager's duty of loyalty to the Company or its members; (ii) an
act or omission not in good faith that constitutes a breach of duty of the
manager to the Company or an act or omission that involves intentional
misconduct or a knowing violation of the law; (iii) a transaction from which the
manager received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the manager's office; or (iv) an act or
omission for which the liability of a manager is expressly provided by an
applicable statute. Any repeal or amendment of this Article Ten by the members
of the Company shall be prospective only and shall not adversely affect any
limitation on the liability of a manager of the Company existing at the time of
such repeal or amendment. In addition to the circumstances in which the manager
of the Company is not liable as set forth in the preceding sentences, the
manager shall not be liable to the fullest extent permitted by any provision of
the statutes of Maryland hereafter enacted that further limits the liability of
a manager or of a director of a corporation.
[SIGNATURE ON THE NEXT PAGE]
IN WITNESS WHEREOF, these Articles of Organization have been executed
on February 15, 1995, by the undersigned.
SOLE ORGANIZER
/s/ Gary W. Cage
----------------------------------------
Gary W. Cage
1717 Main Street, Suite 5200
Dallas, Texas 75201
ARTICLES OF MERGER
MERGING
CAPITAL EMERGENCY ASSOCIATES, P.A.
INTO
CAPITAL EQUITY ASSOCIATES, LLC
Pursuant to the Maryland General Corporation Law, the undersigned
officers of Capital Emergency Associates, P.A. ("Capital"), and Capital Equity
Associates, LLC ("LLC"), hereby certify as follows:
FIRST: Capital, a professional service corporation organized under the
laws of the State of Maryland, has its principal office in Prince George's
County, Maryland. LLC, a limited liability company organized under the laws of
the State of Maryland, has its principal office in Prince George's County,
Maryland. Neither Capital nor LLC owns any land in Maryland.
SECOND: Capital has authority to issue 8500 shares of stock,
consisting of 1000 shares of Class A Common Stock, no par value per share, 5000
shares of Class B Common Stock, no par value per share, and 2500 shares of Class
C Common Stock, no par value per share. A total of 800 shares of Class A Common
Stock, 4030 shares of Class B Common Stock, and 2,400 shares of Class C Common
Stock are issued and outstanding.
THIRD: LLC's members are EmCare Holdings Inc., a Delaware corporation
("Holdings"), and EmCare, Inc., a Delaware corporation ("EmCare"), which hold
99% and 1% interests in LLC, respectively.
FOURTH: LLC. Holdings, Capital and certain of Capital's stockholders
have entered into an Agreement and Plan of Merger dated as of February 24, 1995
(the "Merger Agreement") providing for the merger of Capital with and into LLC
(the "Merger"). Following the Merger, LLC will continue as the surviving entity
(the "Surviving Company"), and the separate corporate existence of Capital will
cease. The Merger will become effective upon the filing of these Articles of
Merger with the Department of Assessments and Taxation (the "Effective Time"). A
copy of the Merger Agreement is attached hereto as Exhibit A.
FIFTH: The Merger will be completed as set forth in accordance with
the terms and conditions of the Merger Agreement and will have the following
effects, among others:
(a) Upon the Effective Time, all the properties, rights,
privileges, powers and franchises of Capital and LLC shall vest in the Surviving
Company, and all debts, liabilities and duties of Capital and LLC shall become
the debts, liabilities and duties of the Surviving Company.
(b) Upon the Effective Time, the Articles of Organization and the
Operating Agreement of LLC shall be the Articles of Organization and Operating
Agreement of the Surviving Company, except that the Articles of Organization are
hereby amended to change the name of LLC to "Capital Emergency Associates, LLC."
(c) Upon the Effective Time, the members of LLC will be the
members of the Surviving Company and will hold the same percentage interests in
the Surviving Company that they hold in LLC.
(d) Subject to certain allocations in the Merger Agreement, upon
the Effective Time, the Class A Common Shares, Class B Common Shares, and the
Class C Common Shares of Capital issued and outstanding immediately prior to the
Effective Time will, by virtue of the Merger, be converted into the right to
receive aggregate consideration, consisting of $5,200,000 in cash, 433,333
shares of Common Stock of Holdings, and certain deferred and performance
payments, as provided in the Merger Agreement.
SIXTH: The terms and conditions of the Merger set forth in these
Articles of Merger and the Merger Agreement have been advised, authorized and
approved by each of LLC and Capital as follows:
(a) by the unanimous written consent of the members of LLC, in
accordance with LLC's Operating Agreement and the laws of the State of Maryland;
(b) by the unanimous vote of the members of the Board of
Directors of Capital at a duly constituted meeting, and by the unanimous vote of
the shareholders of Capital at a duly constituted meeting, in accordance with
Capital's By-laws and Articles of Incorporation and the laws of the State of
Maryland.
* * *
IN WITNESS WHEREOF, the undersigned, hereby acknowledge and verify
under oath the matters and facts set forth above, and execute these Articles of
Merger as of February 28, 1995.
ATTEST: CAPITAL EMERGENCY ASSOCIATES, P.A.
/s/ X By: /s/ Steven Remsen
- ------------------------------------- ------------------------------------
Secretary Steven Remsen
President
ATTEST: CAPITAL EQUITY ASSOCIATES, LLC
/s/ X By: /s/ William F. Miller
- ------------------------------------- ------------------------------------
Secretary William F. Miller
President