Exhibit 3.256
CERTIFICATE OF INCORPORATION
OF
EMCARE, INC.
Pursuant to the provisions of Section 102
of the General Corporation Law of
the State of Delaware
I, the undersigned, for the purpose of creating and organizing a
corporation under the provisions of and subject to the requirements of the
General Corporation Law of the State of Delaware, do HEREBY CERTIFY as follows:
FIRST: That the name of the corporation (the "Corporation") is:
EmCare, Inc.
SECOND: That the address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the city of Wilmington, County of New
Castle 19805. The name of the Corporation's registered agent at such address is
Corporation Service Company.
THIRD: That 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
Delaware General Corporation Law.
FOURTH: That the aggregate number of shares of stock which the Corporation
shall have authority to issue is One Thousand (1,000) shares of Common Stock,
par value $0.01.
FIFTH: That the name and mailing address of the sole incorporator of the
Corporation are as follows:
J. Forbes Anderson
1717 Main Street, Suite 5200
Dallas, Texas 75201
SIXTH: That in furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, 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
CERTIFICATE OF INCORPORATION--EMCARE, INC.
Page 1
DA923630.054
any bylaw made by the board of directors. Election of directors need not be by
written ballot.
SEVENTH: That 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.
EIGHTH: 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 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the general Corporation
Law of the State of Delaware, as so amended. Any repeal or modification of the
provisions of this Article Eighth 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]
CERTIFICATE OF INCORPORATION--EMCARE, INC.
Page 2
DA923630.054
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, does make this Certificate, hereby
declaring, certifying and acknowledging under penalties of perjury that the
facts herein stated are true and that this Certificate is his act and deed, and
accordingly has hereunto set his hand, this 19th day of January, 1993.
/s/ J. Forbes Anderson
- --------------------------------
J. Forbes Anderson
Incorporator
2
ARTICLES OF MERGER
Pursuant to the provisions of Article 5.04 of the Texas Business Corporation
Act, as amended (the "TBCA"), and Section 252 of the General Corporation Law of
the State of Delaware, as amended ("GCL"), EmCare, Inc., a Delaware corporation
("EmCare Delaware" or "Surviving Corporation"), and EmCare, Inc., a Texas
corporation ("EmCare Texas") adopt the following Articles of Merger for the
purpose of merging EmCare Texas into the Surviving Corporation.
1. The Agreement of Merger (the "Agreement"), dated as of February 25, 1993,
by and among EmCare Texas and EmCare Delaware, attached hereto as Exhibit A and
incorporated herein by reference, contains the terms and conditions of the
merger of EmCare Texas and EmCare Delaware. The Agreement was adopted, approved,
certified, executed and acknowledged by the sole shareholder of EmCare Texas in
the manner prescribed by the TBCA. The Agreement was adopted, approved,
certified, executed and acknowledged by the sole shareholder of EmCare Delaware
in the manner prescribed by the GCL.
2. As to each of the undersigned corporations, the total number of shares
outstanding and entitled to vote on the Agreement, and the designation of and
number of outstanding shares of each class entitled to vote as a class on the
Agreement, are as follows:
ENTITLED TO VOTE
ONLY AS A CLASS
TOTAL
NUMBER OF
SHARES OF DESIGNATION
NAME OF COMMON STOCK OF NUMBER OF
CORPORATION OUTSTANDING CLASS SHARES
EmCare Texas 125,000 Common 125,000
EmCare Delaware 1,000 Common 1,000
3. As to each of the undersigned corporations, the total number of shares
voted for and against the Agreement, respectively, and, as to each class
entitled to vote thereon as a class, the number of shares of such class voted
for and against the Agreement, respectively, are as follows:
ARTICLES OF MERGER
Page 1
DA930530.150
ENTITLED TO VOTE
ONLY AS A CLASS
TOTAL
NAME OF TOTAL VOTED VOTED VOTED
CORPORATION VOTED FOR AGAINST CLASS FOR AGAINST
3
EmCare Texas 125,000 0 Common 125,000 0
EmCare Delaware 1,000 0 Common 1,000 0
4. The Articles of Incorporation of the Surviving Corporation shall be set forth
in their entirety below:
CERTIFICATE OF INCORPORATION
OF
EMCARE, INC.
Pursuant to the provisions of Section 102
of the General corporation Law of
the State of Delaware
I, the undersigned, for the purpose of creating and organizing a corporation
under the provisions of and subject to the requirements of the General
Corporation Law of the State of Delaware, do HEREBY CERTIFY as follows:
FIRST: That the name of the corporation (the "Corporation") is:
EmCare, Inc,
SECOND: That the address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the city of Wilmington, County of New
Castle 19805. The name of the Corporation's registered agent at such address is
Corporation Service Company.
THIRD: That 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
Delaware General Corporation Law.
ARTICLES OF MERGER
Page 2
DA930530.180
FOURTH: That the aggregate number of shares of stock which the Corporation shall
have authority to issue is One Thousand (1,000) shares of Common Stock, par
value $0.01.
FIFTH: That the name and mailing address of the sole incorporator of the
Corporation are as follows:
4
J. Forbes Anderson
1717 Main Street, Suite 5200
Dallas, Texas 75201
SIXTH: That in furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors of the Corporation is
expressly authorized and empowered to make, alter or repeal the Bylaws of the
Corporation, subject to this power of the stockholders of the Corporation to
alter or repeal any Bylaw made by the Board of Directors. Election of Directors
used not be by written ballot.
SEVENTH: That 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 proscribed by law,
and rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors, or any other parsons whomsoever by and pursuant to this
Certificate of Incorporation in its present torn or as hereafter amended are
granted subject to the right reserved in this Article.
EIGHTH: 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 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the general Corporation
Law of the State of Delaware, as so amended. Any repeal or modification of the
provisions of this Article Eighth 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.
[SIGNATURES ON NEXT PAGE]
ARTICLES OF MERGER
Page 3
DA930530.180
5
IN WITNESS WHEREOF, the undersigned have caused these Articles of Merger to be
executed by their respective Presidents and attested to by their respective
Secretaries on February 25, 1993.
ATTEST: EMCARE, INC. (TEXAS)
By: /s/ J. Forbes Anderson By: /s/ William F. Miller
-------------------------------- --------------------------------
Name: J. Forbes Anderson Name: William F. Miller
Title: Secretary Title: President
ATTEST: EMCARE, INC. (DELAWARE)
By: /s/ J. Forbes Anderson By: /s/ William F. Miller
------------------------------- --------------------------------
Name: J. Forbes Anderson Name: William F. Miller
Title: Secretary Title: President
ARTICLES OF MERGER
Page 4
DA930530.180
6
EXHIBIT A
AGREEMENT OF MERGER
Agreement of Merger (this "Agreement"), dated as of February 25, 1993, between
EmCare, Inc., a Texas corporation ("EmCare Texas") and EmCare, Inc., a Delaware
corporation ("EmCare Delaware", together with EmCare Texas, the "Merging
Companies").
WHEREAS, EmCare Texas is a corporation organized and existing under the laws of
the State of Texas and having an authorized capitalization of 500,000 shares of
common stock, $0.01 par value; and
WHEREAS, EmCare Delaware is a corporation organized and existing under the laws
of the State of Delaware and having an authorized capitalization of 1,000 shares
of common stock, $0.01 par value;
In consideration of the mutual promises and covenants, and subject to the
conditions set forth herein, the Merging Companies agree an follows:
1. Merger. The Merging Companies shall be merged into a single corporation by
EmCare Texas merging with and into EmCare Delaware, which shall survive the
merger (the "Surviving Corporation"), pursuant to the provisions of the Texas
Business Corporation Act and the Delaware General Corporation Act. Upon this
merger the separate corporate existence of EmCare Texas shall cease and the
Surviving Corporation shall become the owner, without other transfer, of all the
rights and property of EmCare Texas and EmCare Delaware, and the Surviving
Corporation shall become subject to all the debts and liabilities of the Merging
Companies in the same manner as if it had itself incurred them.
2. Effective Date. This Agreement shall become effective immediately upon
compliance with the laws of the States of Texas and Delaware (the "Effective
Date").
3. Surviving Corporation. The name of the Surviving Corporation shall be EmCare,
Inc. The purposes and county where the registered office for the Surviving
Corporation shall be located shall be as they appear in the articles of
incorporation of this Surviving Corporation.
4. Authorized Capital. The authorized capital stock of the Surviving Corporation
following the Effective Date shall be 1,000 shares of common stock, par value
$0.01, unless and until the same shall be changed in accordance with the laws of
the State of Delaware.
AGREEMENT OF MERGER
Page 1
DA930120.003
7
5. Articles of Incorporation of Surviving Corporation. The articles of
incorporation of EmCare Delaware, as in effect on the Effective Date, shall be
the articles of incorporation of the Surviving Corporation, until the same shall
be altered or amended pursuant to the Delaware General Corporation Law.
6. Bylaws. The bylaws of EmCare Delaware, as in affect on the Effective Date,
shall be the bylaws of the Surviving Corporation, until the same shall be
altered, amended, or repealed, or until new bylaws are adopted as provided
therein.
7. Board of Directors. The names end addresses of the persons who shall
constitute the board of directors of the Surviving Corporation, and who shall
hold office until the first annual meeting of the shareholders of the Surviving
Corporation are as follows:
Leonard M. Riggs, Jr., M.D. 1717 Main Street
Suite 5200
Dallas, Texas 75201
8. Conversion of Stock of Merging Companies. Share of stock of the Merging
Companies shall be converted into shares of the Surviving Corporation as
follows, for a total capitalization of the Surviving Corporation of 1,000
shares, par value $0.01:
(a) Shares of EmCare Texas. Upon receipt by the sole shareholder, and in
consideration of, the sum of $10.00, each share of common stock of EmCare Texas
that is issued and outstanding on the Effective Date of merger shall be
cancelled, and such sole shareholder shall not receive shares of common stock of
the Surviving Corporation.
(b) Shares of EmCare Delaware. Each share of common stock of EmCare Delaware
that is issued and outstanding on the Effective Date of the merger shall be
converted as a whole to 1,000 shares of common stock, par value $0.01, of the
Surviving Corporation.
(c) Shareholders in the Surviving Corporation shall be entitled to receive any
and all dividends on stock of the Surviving Corporation that may be declared and
paid between the Effective Date of the merger and issuance to such
AGREEMENT OF MERGER
Page 2
DA930120.003
shareholder of a certificate of common stock in the Surviving Corporation.
8
9. Retirement of Stock. On and after the Effective Date of the merger, all of
the shareholders in EmCare Texas shall surrender for cancellation their
certificates of stock in that corporation to the Surviving Corporation by
delivering the same to its appointed agent, at 1717 Main Street, Suite 5200,
Dallas, Texas 75201.
10. Approval of Shareholders. This Agreement shall be submitted to the
shareholders of the Merging Companies for their approval in the manner provided
by the applicable laws of the States of Texas and Delaware at such time as the
boards of directors of the Merging Companies shall agree.
11. Abandonment by Board of Directors. The directors of the Merging Companies
may, in their discretion, abandon this merger, subject to the rights of third
parties under and contracts relating to this merger without further action or
approval by the shareholders of the Merging Companies, at any time before the
merger has been completed.
12. Counterparts. This Agreement may be executed in any number of counterparts,
and all such counterparts and copies shall be and constitute one original
instrument.
13. Tax-Free Merger. This Agreement is considered to be a tax-free merger
pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as
amended.
[SIGNATURES ON NEXT PAGE]
AGREEMENT OF MERGER
Page 3
DA930120.003
9
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by the undersigned on the date first written above.
EMCARE, INC. (TEXAS)
By: /s/ William F. Miller, III
-----------------------------------
Name: William F. Miller III
Title: President
EMCARE, INC. (DELAWARE)
By: /s/ William F. Miller III
-----------------------------------
Name: William F. Miller III
Title: President
AGREEMENT OF MERGER
Page 4
DA930120.003
10
CERTIFICATE OF MERGER
OF
EMCARE PHYSICIANS NETWORK, INC., a Delaware corporation
AND
EMCARE RECEIVABLES CORPORATION, a Nevada corporation
WITH AND INTO
EMCARE, INC., a Delaware corporation
PURSUANT TO SECTION 252 OF THE DELAWARE GENERAL CORPORATION LAW
The undersigned corporation hereby certifies that:
FIRST: The names and states of incorporation of the constituent corporations are
as follows:
Name State of Incorporation
EmCare, Inc. Delaware
EmCare Receivables Corporation Nevada
EmCare Physicians Network, Inc. Delaware
SECOND: A Plan of Merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 252 of the General Corporation Law of the State of
Delaware.
THIRD: The name of the surviving corporation of the merger is EmCare, Inc.
FOURTH: Upon the effectiveness of the merger, the Certificate of Incorporation
of EmCare, Inc., a Delaware corporation, shall be the Certificate of
Incorporation of the surviving corporation.
FIFTH: The executed Agreement of Merger is on file at the office of the
surviving corporation. The address of said office is 1717 Main Street, Suite
5200, Dallas, Texas 75201.
SIXTH: A copy of the Agreement of Merger will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
SEVENTH: The authorized capital stock of EmCare Receivables Corporation, a
Nevada corporation is 1,000 shares at a $1.00 Par Value.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
Dated: November 30, 1998.
11
EmCare, Inc., a Delaware corporation
By: /s/ William F. Miller, III
-----------------------------------
William F. Miller, III
President
Attest by:
/s/ Scott W. Roloff
- ---------------------------------------
Scott W. Roloff
Secretary
DA982930.063/2+
12
CERTIFICATE OF MERGER
This Certificate of Merger (this "Certificate"), dated as of August 31, 1997, is
filed in connection with the merger of DOKTAH, L.L.C., a Delaware limited
liability company (the "Acquired Company"), into EmCare, Inc., a Delaware
corporation (the "Surviving Corporation").
Section 1 Acquired Company. The name of the Acquired Company is DOKTAH, L.L.C.
The Acquired Company is a Delaware limited liability company.
Section 2 Surviving Corporation. The name of the Surviving Corporation is
EmCare, Inc. The Surviving Corporation is a Delaware corporation.
Section 3 Merger Agreement. The Acquired Company and the Surviving Corporation
entered into an Agreement of Merger (the "Merger Agreement"), dated as of August
31, 1997, under which the Acquired Company agreed to merge into the Surviving
Corporation. The Acquired Company and the Surviving Corporation each approved,
adopted, certified, executed, and acknowledged the Merger Agreement in
accordance with Section 264(c)(2) of the Delaware General Corporation Law.
Section 4 Name. The name of the Surviving Corporation shall be "EmCare, Inc."
Section 5 Certificate of Incorporation. No amendments or changes to the
Surviving Corporation's certificate of incorporation will be effected by the
merger. The certificate of incorporation of the Surviving Corporation
immediately before the merger shall remain the certificate of incorporation of
the Surviving Corporation immediately after the merger.
Section 6 Merger Agreement on File. An executed copy of the Merger Agreement is
on file at the office of the Surviving Corporation. The address of this office
is 1717 Main Street, Suite 5200, Dallas, Texas 75201.
Section 7 Copies of the Merger Agreement. The Surviving Corporation will furnish
a copy of the Merger Agreement, on request and without cost, to any stockholder
of the Surviving Corporation or former member of the Acquired Company.
IN WITNESS WHEREOF, the Surviving Corporation has executed this Certificate as
of the date first written above to be effective upon filing with the Delaware
Secretary of State.
EMCARE, INC.
By: /s/ Robert F. Anderson, II
- ----------------------------------------
Name: Robert F. Anderson, II
Title: Senior Vice President
Document # 61583 v. 01 Dallas
Client/Matter # 013100\0000
13
CERTIFICATE OF OWNERSHIP AND MERGER
(ARTICLES OF MERGER)
MERGING
EMCARE PHYSICIAN STAFFING SERVICES, INC., A .TEXAS CORPORATION
INTO
EMCARE, INC., A DELAWARE CORPORATION
Pursuant to the provisions of Section 253 of the Delaware General Corporation
Law (the "DGCL") and Article 5.16 of the Texas Business Corporation Act (the
"TBCA"), the undersigned, being the Chairman of the Board and the Secretary of
EmCare, Inc., a Delaware corporation, do hereby certify that:
1. The name of the subsidiary corporation is EmCare Physician Staffing Services,
Inc., a Texas corporation, and the name of the parent corporation is EmCare,
Inc., a Delaware corporation.
2. The number of outstanding shares of the subsidiary corporation is 1,000
shares of common stock, par value $.01 per share, and the number of such shares
owned by the parent is 1,000.
3. The resolutions attached hereto as Exhibit A were adopted by the board of
directors of the parent corporation on March 30, 1994 to merge the subsidiary
corporation into the parent corporation.
4. The merger of the subsidiary corporation into the parent corporation is
effective upon the issuance of a Certificate of Merger by the Secretary of
State.
5. The address of the registered office of the surviving corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of the surviving corporation's registered agent at such address
is Corporation Service Company.
The parent corporation hereby: (a) agrees that it may be served with process in
the State of Texas in any proceeding for the enforcement of any obligation of
the subsidiary corporation and in any proceeding for the enforcement of the
rights of a dissenting shareholder of the subsidiary corporation against the
parent corporation, (b) irrevocably appoints the Secretary of the State of Texas
as its agent to accept service of process in any such proceeding; and (c) agrees
that it will promptly pay to the assenting shareholders of the subsidiary
corporation the amount, if any, to which they shall be entitled under the
provisions of the TBCA with respect to the rights of dissenting shareholders.
[SIGNATURES ON NEXT PAGE]
EMCARE, INC.
14
By: /s/ Leonard M. Riggs, Jr., M.D.
----------------------------------------
Leonard M. Riggs, Jr., M.D.
Chairman of the Board
ATTEST:
/s/ Gary W. Cage
- ---------------------------------
Gary W. Cage
Secretary
DA940620.0494+
15
EXHIBIT A
WRITTEN CONSENT OF THE
BOARD OF DIRECTORS
OF
EMCARE, INC.
The undersigned, being the entire board of directors of EMCARE, INC., a Delaware
corporation (the "Corporation"), pursuant to Section 141(f) of the Delaware
General Corporation Law, do hereby consent to and adopt the following
resolutions:
WHEREAS, the Corporation owns 100 percent of the outstanding shares of EmCare
Physician Staffing Services, Inc., a Texas corporation (the "Subsidiary
Corporation");
WHEREAS, the Corporation desires to merge the Subsidiary Corporation with and
into the Corporation, and each of the directors deems such a merger to be in the
best interests of the Corporation; and
WHEREAS, there are no minority shareholders;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation merge the Subsidiary
Corporation into itself and assume all of the Subsidiary Corporation's
obligations; and
RESOLVED FURTHER, that the officers of the Corporation be, and each of them
hereby is empowered and directed to do all things necessary or proper for the
full and complete accomplishment of said merger, including execution and filing
of a Certificate of Ownership or Articles of Merger as required by law.
The undersigned executed this written consent (which he may do by signature
transmitted via facsimile machine) as of the 30th day of March, 1994.
/s/ Leonard M. Riggs, Jr., M.D.
- -------------------------------------------
Leonard M. Riggs, Jr., M.D.
DA940620.051/2+
Board of Directors Consent (EmCare, Inc.)
16
CERTIFICATE OF OWNERSHIP
MERGING
EMCARE MEDICAL SERVICES, INC., A TEXAS CORPORATION
INTO
EMCARE, INC., A DELAWARE CORPORATION
Pursuant to the provisions of Section 253 of the Delaware General Corporation
Law (the "DGCL") and Article 5.16 of the Texas Business Corporation Act (the
"TBCA"), the undersigned, being the Chairman of the Board and the Secretary of
EmCare, Inc., a Delaware corporation, do hereby certify that:
1. The name of the subsidiary corporation is EmCare Medical Services, Inc., a
Texas corporation, and the name of the parent corporation is EmCare, Inc., a
Delaware corporation.
2. The number of outstanding shares of the subsidiary corporation is 1,000
shares of common stock, par value $1.00 per share, and the number of such shares
owned by the parent is 1,000.
3. The resolutions attached hereto as Exhibit A were adopted by the board of
directors of the parent corporation on December 30, 1993 to merge the subsidiary
corporation into the parent corporation.
4. The merger of the subsidiary corporation into the parent corporation is
effective as of December 31, 1993.
5. The address of the registered office of the surviving corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of the surviving corporation's registered agent at such address
is Corporation Service Company.
The parent corporation hereby: (a) agrees that it may be served with process in
the State of Texas in any proceeding for the enforcement of any obligation of
the subsidiary corporation and in any proceeding for the enforcement of the
rights of a dissenting shareholder of the subsidiary corporation against the
parent corporation, (b) irrevocably appoints the secretary of the State of Texas
as its agent to accept service of process in any such proceeding; and (c) agrees
that it will promptly pay to the assenting shareholders of the subsidiary
corporation the amount, if any, to which they shall be entitled under the
provisions of the TBCA with respect to the rights of dissenting shareholders.
[SIGNATURES ON NEXT PAGE]
17
EMCARE, INC.
/s/ Leonard M. Riggs, Jr., M.D.
- ----------------------------------------
Leonard M. Riggs, Jr., M.D.
Chairman of the Board
ATTEST:
/s/ J. Forbes Anderson
- ----------------------------------------
J. Forbes Anderson
Secretary
DA903340.057/11+
18
EXHIBIT A
WRITTEN CONSENT OF THE
BOARD OF DIRECTORS
OF
EMCARE, INC.
The undersigned, being the entire board of directors of EMCARE, INC., a Delaware
corporation (the "Corporation"), pursuant to Section 141(f) of the Delaware
General Corporation Law, do hereby consent to and adopt the following
resolutions:
WHEREAS, the Corporation owns 100 percent of the outstanding shares of EmCare
Medical Services, Inc., a Texas corporation (the "Subsidiary Corporation");
WHEREAS, the Corporation desires to merge the Subsidiary Corporation with and
into the Corporation as of December 31, 1993, and each of the directors deems
such a merger to be in the best interests of the Corporation; and
WHEREAS, there are no minority shareholders;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation merge the Subsidiary
Corporation into itself and assume all of the Subsidiary Corporation's
obligations; and
RESOLVED FURTHER, that the officers of the Corporation be, and each of them
hereby is empowered and directed to do all things necessary or proper for the
full and complete accomplishment of said merger as of December 31, 1993
including execution and filing of a Certificate of Merger (articles of merger)
as required by law.
Each of the undersigned has executed this written consent (which he may do by
signature transmitted via facsimile machine) as of the 30th day of December,
1993.
/s/ Leonard M. Riggs, Jr., M.D.
- ---------------------------------------
Leonard M. Riggs, M.D.
DA933340.095/8+
Board of Directors Consent (EmCare, Inc.)
19