Exhibit 3.30
CHANGE OF ADDRESS FOR DOMESTIC & FOREIGN
STOCK & NON-STOCK CORP, LLC, LP, LLP & STATUTORY TRUST
Office of the Secretary of the State
30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 / Rev. 12/1999
1. COMPLETE BUSINESS NAME AS IT APPEARS IN THE RECORDS OF THE SECRETARY OF THE
STATE OFFICE:
American Medical Response of Connecticut, Incorporated
2. PRINCIPAL OFFICE ADDRESS OF BUSINESS: (P.O. box is unacceptable - complete
address required)
2821 S. Parker Road
10th Floor
Aurora, Colorado 80014
3. MAILING ADDRESS OF BUSINESS: (P.O. box is acceptable - complete address
required)
2821 S. Parker Road
10th Floor
Aurora, Colorado 80014
4. EXECUTION:
Date this 26th day of October, 2001.
Lori A.E. Evans Vice President/
Asst. Secretary /s/ Lori Evans
----------------------
Print or type name of signatory Capacity of signatory Signature
CHANGE OF REGISTERED AGENT
DOMESTIC STOCK OR NON-STOCK CORPORATIONS
Office of the Secretary of the State
30 Trinity Street / P.O. Box 15047 / Hartford, CT 06115-0470 / Rev. 12/1999
Please see reverse for instruction
1. NAME OF CORPORATION
American Medical Response of Connecticut, Incorporated
2. APPOINTMENT OF NEW REGISTERED AGENT: (Please select only one A. or B.)
Print or type name of new agent: Business Address:
(P.O. Box is unacceptable)
A. Individual's Name
Residence address:
(P.O. Box is unacceptable)
B. Business Entry: Address: (P.O. Box is unacceptable)
CT Corporation System One Commercial Plaza, Hartford,
Connecticut
06103
Acceptance of appointment
CT Corporation System
By: /s/ x Gary Scappini
---------------------------------
Signature of agent Special Asst. Sec.
4. EXECUTION:
Date this 4th day of January, 2001.
Gino L. Porazzo Vice President
Asst. Secretary /s/ Gino Porazzo
----------------------
Print or type name of signatory Capacity of signatory Signature
2
CERTIFICATE OF MERGER
OF
PROFESSIONAL WHEELCHAIR TRANSPORTATION, INC.
AND
AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED
To the Secretary of the State
State of Connecticut
Pursuant to the provisions of the Connecticut Business Corporation Act, the
domestic business corporations herein named do hereby adopt the following
Certificate of Merger.
1. Annexed hereto and made a part hereof is the Plan of Merger for merging
Wheelchair Transportation, Inc. (the "Merging Company") with and into American
Medical Response of Connecticut, Incorporated, as approved by resolution adopted
by the Sole Director of the Merging Company on January 23, 1998, and by
resolution adopted by the Sole Director of American Medical Response of
Connecticut, Incorporated on January 23, 1998.
2. In respect of the Merging Company, the designation, the number of
outstanding shares, and the number of votes entitled to be cast by the sole
shareholder of each Merging Company on the Plan of Merger herein provided for,
are as follows:
Laidlaw Medical Transportation, Inc., as the sole shareholder of the
Merging Company, was entitled to vote all 150 issued and outstanding shares
of common stock of the Merging Company on the Plan of Merger.
3. In respect of the Merging Company, the total number of undisputed votes
cast for the Plan of Merger herein provided by the sole shareholder of the
Merging Company is as follows:
Laidlaw Medical Transportation, Inc., as the sole shareholder of the
Merging Company, voted all 150 issued and outstanding shares of common
stock of the Merging Company in favor of the Plan of Merger.
4. The said number of votes cast for the Plan of Merger was sufficient for
the approval thereof by each voting group.
5. In respect of American Medical Response of Connecticut, Incorporated, no
shareholder vote was required, given that the Plan of Merger will not effect any
change in or amendment to the certificate of incorporation of such corporation
and given that Section 33-817(j) of the Connecticut Business Corporation Act
provides that the shareholders of the surviving corporation in a merger need not
vote on a merger if no such amendment is made.
3
6. Having been approved by the sole Director of American Medical Response
of Connecticut, Incorporated, the surviving corporation, no further approval was
necessary.
7. The effective time and date of the merger herein provided for shall be
10:00 a.m. on January 31, 1998.
Executed on January 23, 1998.
PROFESSIONAL WHEELCHAIR TRANSPORTATION, INC.
By: /s/ Joshua Gaines
----------------------------------------
Joshua T. Gaines
Vice President
AMERICAN MEDICAL RESPONSE OF CONNECTICUT,
INCORPORATED
By: /s/ Joshua Gaines
----------------------------------------
Joshua T. Gaines
Vice President
4
PLAN OF MERGER adopted by Professional Wheelchair Transportation, Inc., a
Connecticut business corporation, by resolution of the sole Director on January
23, 1998, and adopted on January 23, 1998 by American Medical Response of
Connecticut, Incorporated, a business corporation organized under the laws of
the State of Connecticut, by resolution of its sole Director on January 23,
1998. The names of the corporations planning to merge are Professional
Wheelchair Transportation, Inc., a business corporation organized under the laws
of the State of Connecticut (the "Merging Company"), and American Medical
Response of Connecticut, Incorporated, a business corporation organized under
the laws of the State of Connecticut. The name of the surviving corporation into
which the Merging Company plans to merge is American Medical Response of
Connecticut, Incorporated.
1. Merging Company and American Medical Response of Connecticut,
Incorporated shall, pursuant to the provisions of the Connecticut Business
Corporation Act, be merged with and into a single corporation, to wit, American
Medical Response of Connecticut, Incorporated, which shall be the surviving
corporation at the effective time and date of the merger and which is sometimes
hereinafter referred to as the "surviving corporation", and which shall continue
to exist as said surviving corporation under its present name pursuant to the
provisions of the Connecticut Business Corporation Act. The separate existence
of the Merging Company, which is each sometimes hereinafter referred to as a
"non-surviving corporation", shall cease at the effective time and date of-the
merger in accordance with the provisions of the Connecticut Business Corporation
Act.
2. The Certificate of Incorporation of the surviving corporation at the
effective time and date of the merger shall be the Certificate of Incorporation
of said surviving corporation and said Certificate of Incorporation shall
continue in full force and effect until amended and changed in the manner
prescribed by the provisions of the Connecticut Business Corporation Act.
3. The present bylaws of the surviving corporation will be the bylaws of
said surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the Connecticut Business Corporation Act.
4. The directors and officers in office of the surviving corporation at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their respective offices until their successors are elected and qualified
or until their tenure is otherwise terminated in accordance with the bylaws of
the surviving corporation.
5. Each issued share of each non-surviving corporation immediately prior to
the effective time and date of the merger shall, at the effective time and date
of the merger be canceled and no payment shall be made in respect thereof. The
issued shares of the surviving corporation shall not be converted or exchanged
in any manner, but each said share which is issued as of the effective date of
the merger shall continue to represent one issued share of the surviving
corporation.
5
6. The Plan of Merger herein made and approved shall be submitted to the
shareholders of each non-surviving corporation for their approval or rejection
in the manner prescribed by the provisions of the Connecticut Business
Corporation Act.
7. In the event that the Plan of Merger shall have been approved by the
shareholders entitled to vote of the non-surviving corporation in the manner
prescribed by the provisions of the Connecticut Business Corporation Act, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Connecticut, and that they will
cause to be performed all necessary acts therein and elsewhere to effectuate the
merger.
8. The Board of Directors and the proper officers of each non-surviving
corporation and the Board of Directors and the proper officers of the surviving
corporation, respectively, are hereby authorized, empowered, and directed to do
any and all acts and things, and to make, execute, deliver, file and/or record
any and all instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the merger herein provided for.
6
CERTIFICATE OF MERGER
OF
MEDTRANS - CONNECTICUT, INC.
AND
AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED
To the Secretary of the State
State of Connecticut
Pursuant to the provisions of the Connecticut Business Corporation Act, the
domestic business corporations herein named do hereby adopt the following
Certificate of Merger.
1. Annexed hereto and made a part hereof is the Plan of Merger for merging
Medtrans - Connecticut, Inc. (the "Merging Company") with and into American
Medical Response of Connecticut, Incorporated, as approved by resolution adopted
by the Sole Director and Sole Shareholder of the Merging Company on November 25,
1997, and by resolution adopted by the Sole Director of American Medical
Response of Connecticut, Incorporated on November 25, 1997.
2. In respect of the Merging Company, the designation, the number of
outstanding shares, and the number of votes entitled to be cast by the sole
shareholder of the Merging Company entitled to be cast on the Plan of Merger
herein provided for, are as follows:
Laidlaw Medical Transportation, Inc., as the sole shareholder of Medtrans -
Connecticut, Inc., was entitled to vote all 100 issued and outstanding
shares of common stock of Medtrans - Connecticut, Inc. on the Plan of
Merger.
3. In respect of the Merging Company, the total number of undisputed votes
cast for the Plan of Merger herein provided by the sole shareholder of each
Merging Company on the Plan of Merger is as follows:
Laidlaw Medical Transportation, Inc., as the sole shareholder of Medtrans -
Connecticut, Inc., voted all 100 issued and outstanding shares of common
stock of Medtrans - Connecticut, Inc. in favor of the Plan of Merger.
4. The said number of votes cast for the Plan of Merger was sufficient for
the approval thereof by each voting group.
5. In respect of American Medical Response of Connecticut, Incorporated, no
shareholder vote was required, given that the Plan of Merger will not effect any
change in or amendment to the certificate of incorporation of such corporation
and given that Section 33-817(j) of the Connecticut Business Corporation Act
provides that the shareholders of the surviving corporation in a merger need not
vote on a merger if no such amendment is made.
7
6. Having been approved by the sole Director of American Medical Response
of Connecticut, Incorporated, the surviving corporation, no further approval was
necessary.
7. The effective time and date of the merger herein provided for shall be
upon filing.
Executed on November 25, 1997.
MEDTRANS - CONNECTICUT, INC.
By: /s/ Joshua Gaines
---------------------------------------
Joshua T. Gaines
Vice President
AMERICAN MEDICAL RESPONSE OF CONNECTICUT,
INCORPORATED
By: /s/ Joshua Gaines
----------------------------------------
Joshua T. Gaines
Vice President
8
PLAN OF MERGER adopted by Medtrans - Connecticut, Inc., a Connecticut
business corporation, by resolution of the sole Director on November 25, 1997,
and adopted by American Medical Response of Connecticut, Incorporated, a
business corporation organized under the laws of the State of Connecticut, by
resolution of its sole Director on November 25, 1997. The name of the
corporation planning to merge is Medtrans - Connecticut, Inc., a Connecticut
business corporation (the "Merging Company"), and American Medical Response of
Connecticut, Incorporated, a business corporation organized under the laws of
the State of Connecticut. The name of the surviving corporation into which the
Merging Company plans to merge is American Medical Response of Connecticut,
Incorporated.
1. Merging Company and American Medical Response of Connecticut,
Incorporated shall, pursuant to the provisions of the Connecticut Business
Corporation Act, be merged with and into a single corporation, to wit, American
Medical Response of Connecticut, Incorporated, which shall be the surviving
corporation at the effective time and date of the merger and which is sometimes
hereinafter referred to as the "surviving corporation", and which shall continue
to exist as said surviving corporation under its present name pursuant to the
provisions of the Connecticut Business Corporation Act. The separate existence
of each of the Merging Company, which is each sometimes hereinafter referred to
as a "non-surviving corporation", shall cease at the effective time and date
of-the merger in accordance with the provisions of the Connecticut Business
Corporation Act.
2. The Certificate of Incorporation of the surviving corporation at the
effective time and date of the merger shall be the Certificate of Incorporation
of said surviving corporation and said Certificate of Incorporation shall
continue in full force and effect until amended and changed in the manner
prescribed by the provisions of the Connecticut Business Corporation Act.
3. The present bylaws of the surviving corporation will be the bylaws of
said surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the Connecticut Business Corporation Act.
4. The directors and officers in office of the surviving corporation at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their respective offices until their successors are elected and qualified
or until their tenure is otherwise terminated in accordance with the bylaws of
the surviving corporation.
5. Each issued share of each non-surviving corporation immediately prior to
the effective time and date of the merger shall, at the effective time and date
of the merger be canceled and no payment shall be made in respect thereof. The
issued shares of the surviving corporation shall not be converted or exchanged
in any manner, but each said share which is issued as of the effective date of
the merger shall continue to represent one issued share of the surviving
corporation.
9
6. The Plan of Merger herein made and approved shall be submitted to the
shareholders of each non-surviving corporation for their approval or rejection
in the manner prescribed by the provisions of the Connecticut Business
Corporation Act.
7. In the event that the Plan of Merger shall have been approved by the
shareholders entitled to vote of the non-surviving corporation in the manner
prescribed by the provisions of the Connecticut Business Corporation Act, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Connecticut, and that they will
cause to be performed all necessary acts therein and elsewhere to effectuate the
merger.
8. The Board of Directors and the proper officers of the non-surviving
corporation and the Board of Directors and the proper officers of the surviving
corporation, respectively, and hereby authorized, empowered, and directed to do
any and all acts and things, and to make, execute, deliver, file and/or record
any and all instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the merger herein provided for.
10
CERTIFICATE OF MERGER
OF
H&M, INC.
TRINITY AMBULANCE SERVICE, INC.
M.H.N. LEASING CO., INC.
PROFESSIONAL AMBULANCE SERVICE, INC.
L&M AMBULANCE CORPORATION
AND
AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED
To the Secretary of the State
State of Connecticut
Pursuant to the provisions of the Connecticut Business Corporation Act, the
domestic business corporations herein named do hereby adopt the following
Certificate of Merger.
1. Annexed hereto and made a part hereof is the Plan of Merger for merging
H&M, Inc., Trinity Ambulance Service, Inc, M.H.N. Leasing Co., Inc.,
Professional Ambulance Service, Inc., and L&M Ambulance Corporation (the
"Merging Companies") with and into American Medical Response of Connecticut,
Incorporated, as approved by resolution adopted by the Sole Director of each of
the Merging Companies on August 25, 1997, and by resolution 'adopted by the Sole
Director of American Medical Response of Connecticut, Incorporated on August 25,
1997.
2. In respect of the Merging Companies, the designation, the number of
outstanding shares, and the number of votes entitled to be cast by the sole
shareholder of each Merging Company entitled to be cast on the Plan of Merger
herein provided for, are as follows:
a. Laidlaw Medical Transportation, Inc., as the sole shareholder of H&M,
Inc., was entitled to vote all 1,000 issued and outstanding shares of
common stock of H&M, Inc. on the Plan of Merger;
b. Laidlaw Medical Transportation, Inc., as the sole shareholder of
Trinity Ambulance Service, inc., was entitled to vote all 70 issued
and outstanding shares of common of Trinity Ambulance Service, Inc.,
on the Plan of Merger;
c. Laidlaw Medical Transportation, Inc., as the sole shareholder of
M.H.N. Leasing Co., Inc., was entitled to vote all 90 issued and
outstanding shares of common stock of M.H.N. Leasing Co., Inc. on the
Plan of Merger;
d. H&M, Inc., as the sole shareholder of Professional Ambulance Service,
Inc., was entitled to vote all 400 issued and outstanding shares of
common stock of Professional Ambulance Service, Inc., on the Plan of
Merger; and
e. H&M, Inc., as the sole shareholder of L&M Ambulance Corporation, was
entitled to vote all 100 issued and outstanding shares of common stock
of L&M Ambulance Corporation on the Plan of Merger.
11
3. In respect of the Merger Companies, the total number of undisputed votes
cast for the Plan of Merger herein provided by the sole shareholder of each
Merging Company on the Plan of Merger is as follows:
a. Laidlaw Medical Transportation, Inc., as the sole shareholder of H&M,
Inc., voted all 1,000 issued and outstanding shares of common stock of
H&M, Inc. in favor of the Plan of Merger;
b. Laidlaw Medical Transportation, Inc., as the sole shareholder of
Trinity Ambulance Service, Inc., was entitled to vote all 70 issued
and outstanding shares of common stock of Trinity Ambulance Service,
Inc., in favor of the Plan of Merger;
c. Laidlaw Medical Transportation, Inc., as the sole shareholder of
M.H.N. Leasing Co., Inc., voted all 90 issued and outstanding shares
of common stock of M H N. Leasing Co., Inc. in favor of the Plan of
Merger;
d. H&M, Inc., as the sole shareholder of Professional Ambulance Service,
Inc., voted all 400 issued and outstanding shares of common stock of
Professional Ambulance Service, Inc., in favor of the Plan of Merger;
and
e. H&M, Inc., as the sole shareholder of L&M Ambulance Corporation, voted
all 100 issued and outstanding shares of common stock of L&M Ambulance
Corporation in favor of the Plan of Merger.
4. The said number of votes cast for the Plan of Merger was sufficient for
the approval thereof by each voting group.
5. In respect of American Medical Response of Connecticut Incorporated, no
shareholder vote was required, given that the Plan of Merger will not effect any
change in or amendment to the certificate of incorporation of such corporation
and given that Section 33-817(j) of the Connecticut Business Corporation Act
provides that the shareholders of the surviving corporation in a merger need not
vote on a merger if no such amendment is made.
6. Having been approved by the sole Director of American Medical Response
of Connecticut, Incorporated, the surviving corporation, no further approval was
necessary.
7. The effective time and date of the merger herein provided for shall be
10:00 a.m. on August 31, 1997.
Executed on August 26, 1997.
H&M INC.
By: /s/
---------------------------------
Joshua T. Gaines
Vice President
TRINITY AMBULANCE SERVICE, INC.
12
By: /s/
---------------------------------
Joshua T. Gaines
Vice President
M.H.N. LEASING CO., INC.
By: /s/
---------------------------------
Joshua T. Gaines
Vice President
PROFESSIONAL AMBULANCE SERVICE, INC.
By: /s/
---------------------------------
Joshua T. Gaines
Vice President
L&M AMBULANCE CORPORATION
By: /s/
---------------------------------
Joshua T. Gaines
Vice President
AMERICAN MEDICAL RESPONSE OF
CONNECTICUT, INCORPORATED
By: /s/
---------------------------------
Joshua T. Gaines
Vice President
13
PLAN OF MERGER adopted by H&M, Inc., a Connecticut business corporation,
Trinity Ambulance Service, Inc., a Connecticut business corporation, M.H.N.
Leasing Co., Inc., a Connecticut business corporation, Professional Ambulance
Service, Inc., a Connecticut business corporation and L&M Ambulance Corporation,
a Connecticut business corporation, by resolution of the sole Director of each
corporation on August 25, 1997, and adopted on August 25, 1997 by American
Medical Response of Connecticut, a business corporation organized under the laws
of the State of Connecticut, by resolution of its sole Director on August 25,
1997. The names of the corporation planning to merge are H&M, Inc., a
Connecticut business corporation, Trinity Ambulance Service, Inc., a Connecticut
business corporation, M.H.N. Leasing Co. Inc., a Connecticut business
corporation, Professional Ambulance Service, Inc., a Connecticut business
corporation and L&M Ambulance Corporation, a Connecticut business corporation
(collectively the "Merging Companies"), and American Medical Response of
Connecticut, Incorporated, a business corporation organized under the laws of
the State of Connecticut. The name of the surviving corporation into which the
Merging Companies plans to merge is American Medical Response of Connecticut,
Incorporated
1. Merging Companies and American Medical Response of Connecticut,
Incorporated shall, pursuant to the provisions of the Connecticut Business
Corporation Act, be merged with and into a single corporation, to wit, American
Medical Response of Connecticut, Incorporated, which shall be the surviving
corporation at the effective time and date of the merger and which is sometimes
hereinafter referred to as the "surviving corporation", and which shall continue
to exist as said surviving corporation under its present name pursuant to the
provisions of the Connecticut Business Corporation Act. The separate existence
of each of the Merging Companies, which is each sometimes hereinafter referred
to as a "non-surviving corporation", shall cease at the effective time and date
of the merger in accordance with the provisions of the Connecticut Business
Corporation Act.
2. The Certificate of Incorporation of the surviving corporation at the
effective time and date of the merger shall be the Certificate of Incorporation
of said surviving corporation and said Certificate of Incorporation shall
continue in full force and effect until amended and changed in the manner
prescribed by the provisions of the Connecticut Business Corporation Act.
3. The present bylaws of the surviving corporation will be the bylaws of
said surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the Connecticut Business Corporation Act.
4. The directors and officers in office of the surviving corporation at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their respective offices until their successors are elected and qualified
or until their tenure is otherwise terminated in accordance with the bylaws of
the surviving corporation.
5. Each issued share of each non-surviving corporation immediately prior to
the effective time and date of the merger shall, at the effective time and date
of the merger be canceled and no payment shall be made in respect thereof. The
issued shares of the surviving
14
corporation shall not be converted or exchanged in any manner, but each said
share which is issued as of the effective date of the merger shall continue to
represent one issued share of the surviving corporation.
6. The Plan of Merger herein made and approved shall be submitted to the
shareholders of each non-surviving corporation for their approval or rejection
in the manner prescribed by the provisions of the Connecticut Business
Corporation Act.
7. In the event that the Plan of Merger shall have been approved by the
shareholders entitled to vote of the non-surviving corporation in the manner
prescribed by the provisions of the Connecticut Business Corporation Act, each
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Connecticut, and that they will
cause to be performed all necessary acts therein and elsewhere to effectuate the
merger.
8. The Board of Directors and the proper officers of each non-surviving
corporation and the Board of Directors and the proper officers of the surviving
corporation, respectively, are hereby authorized, empowered, and directed to do
any and all acts and things, and to make, execute, deliver, file and/or record
any and all instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the merger herein provided for.
15
CHANGE OF REGISTERED AGENT
DOMESTIC CORPORATION
Office of the Secretary of the State
30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-047 / new / 1-97
1. NAME OF CORPORATION
AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INC.
2. APPOINTMENT OF NEW REGISTERED AGENT:
Print or type name of agent: Business/registered office address:
Gary B. O'Connor 500 Chase Parkway
Waterbury, CT 06708
Residence address:
31 Gaylord Glen
Waterbury, CT 06708
Acceptance of appointment
/s/ Gary O'Connor
-------------------------------------
Gary B. O'Connor Signature of Agent
3. EXECUTION
Dated this 3rd day of June, 1997
Robert LaTorraca Vice President /s/ Robert LaTorraca
----------------------
Print or type name of signatory Capacity of Signatory Signature
16
Secretary of State
30 Trinity Street
Hartford, CT 06106
Name of Corporation: American Medical Response of
Connecticut, Incorporated Complete All Blanks
The above corporation appoints as its statutory agent for service, one of
the following:
Name of Natural Person Who is Resident of Connecticut Business Address Zip Code
Residence Address Zip Code
Name of Connecticut Corporation Address of Principal Office in Conn.
(If none, enter address of appointee's
statutory agent for service)
Name of Corporation Address of Principal Office in Conn.
(Not organized under the Laws of Conn.*) (If none, enter "Secretary of the
State of Conn.")
C T CORPORATION SYSTEM ONE COMMERCIAL PLAZA
HARTFORD, CONNECTICUT 06103
* Which has procured a Certificate of Authority to transact business or
conduct affairs in this state.
AUTHORIZATION
Name of Incorporator (Print or Type) Signed (Incorporator) Date
Original Appointment
(Must be Signed
by a majority of Name of Incorporator (Print or Type) Signed (Incorporator)
Incorporators)
Name of Incorporator (Print or Type) Signed (Incorporator)
Subsequent Name of President, Vice President or Secretary Date
Appointment William George, Vice President
Signed (President, or Vice President
or Secretary) September 1, 1996
/s/ William George
------------------------------------
Acceptance: Name of Statutory Agent for Service Signed (Statutory Agent for
(Print or Type) Service)
CT CORPORATION SYSTEM /s/ Marcia Sunahara
------------------------------
Marcia J. Sunahara
Vice President
For Official Use Only
Rec: CC:
C T CORPORATION SYSTEM
ONE COMMERCIAL PLAZA
HARTFORD, CT 06103-3597
(203) 275-8200
Please provide filer's name and complete address for mailing receipt
17
CERTIFICATE OF INCORPORATION
OF MEDSTAR
INTO
AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INC.
The undersigned corporations DO HEREBY CERTIFY:
FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:
Name State of Incorporation
Medstar, Inc. Connecticut
American Medical Response of Connecticut, Inc. Connecticut
SECOND: The surviving corporation of the merger is American Medical
Response of Connecticut, Inc., a Connecticut corporation.
THIRD: The Certificate of Incorporation of American Medical Response of
Connecticut, Inc., a Connecticut corporation which is the surviving corporation,
shall continue in full force and effect as the Certificate of Incorporation of
the corporation surviving the merger.
FOURTH: The merger agreement between the parties to the merger has been
approved, adopted, certified, executed and acknowledged unanimously by the Board
of Directors and the Shareholders of each of the constituent corporations in
accordance with requirements of Sections 33-364 and 33-366 of the General
Corporation Law of the State of Connecticut.
FIFTH: A copy of the merger agreement is on file at the principal place of
business of the surviving corporation. The address of said principal place of
business is 58 Middletown Avenue, New Haven, Connecticut 06513.
SIXTH: A copy of the merger agreement will be furnished, on request and
without cost, to any shareholder of either of the constituent corporations.
18
We, the undersigned officers of Medstar, Inc. and American Medical Response
of Connecticut, Inc. hereby execute this Certificate under the penalties of
false statement.
Dated: July 1, 1995
MEDSTAR, INC.
by /s/ Joseph Paolella by /s/ Joseph Paolella
---------------------------------- -------------------------------------
Joseph R. Paolella, Secretary Joseph R. Paolella, Vice President
Duly Authorized
AMERICAN MEDICAL RESPONSE OF
OF CONNECTICUT, INC.
by /s/ Richard Cassella by /s/ Joseph Paolella
---------------------------------- -------------------------------------
Richard Cassella, Asst. Secretary Joseph R. Paolella, President
Duly Authorized
19
Secretary of State
30 Trinity Street
Hartford, CT 06106
Complete All Blanks
Enter Name of Corporation here: ________________________________________________
American Medical Response of Connecticut, Inc.
The above corporation appoints as its statutory agent for service, one of
the following:
Name of Natural Person Who is Resident of Connecticut Business Address Zip Code
Richard Cassella 58 Middletown Ave., New Haven, CT 06513
Residence Address Zip Code
61 Schoolhouse Rd., Wallingford, CT 06492
Name of Connecticut Corporation Address of Principal Office in
Conn. (If none, enter address of
appointee's statutory agent for
service)
Name of Corporation Address of Principal Office in
(Not organized under the Laws of Conn.*) Conn. (If none, enter "Secretary of
the State of Conn.")
* Which has procured a Certificate of Authority to transact business or
conduct affairs in this state.
AUTHORIZATION
Name of Incorporator (Print or Type) Signed (Incorporator) Date
Original Appointment
(Must be Signed
by a majority of Name of Incorporator (Print or Type) Signed (Incorporator)
Incorporators)
Name of Incorporator (Print or Type) Signed (Incorporator)
Name of President, Vice President, Secretary or Assistant Secretary Date
Subsequent Ronald M. Levenson Assistant Secretary
Appointment Signed (President or Vice President, Secretary/Assistant Secretary)
/s/ 11/9/94
------------------------------------
Acceptance: Name of Statutory Agent for Service Signed (Statutory Agent for
(Print or Type) Service)
Richard Cassella /s/ Richard Cassella
------------------------------
For Official Use Only
Rec: CC:
Please provide filer's name and complete address for mailing receipt
20
STATE OF CONNECTICUT
SECRETARY OF STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
NEW HAVEN AMBULANCE SERVICE, INC.
2. The Certificate of Incorporation is: (Check one)
[X] A. Amended only, pursuant to Conn. Gen. Stat. Section 33-360
[ ] B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par
value, P.A. 90-107).
[ ] C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a).
[ ] D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
[ ] E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
X 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
RESOLVED, that Article One of the Certificate of Incorporation be
amended so that the name of the corporation shall be changed from New Haven
Ambulance Service, Incorporated to American Medical Response of
Connecticut, Incorporated.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
[ ] A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy between
the provisions of the original Certificate of Incorporation as
supplemented and amended to date, and the provisions of this Restated
Certificate of Incorporation. (If 3A is checked, go to 5 & 6 to
complete this certificate.)
[X] B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such new amendments(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
21
4. (Check, if true)
[X] This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the
Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or B,
or C)
[ ] A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33 - 360. Vote of Shareholders. (Check (i) or
(ii), and check (iii) if applicable.)
(i) [ ] No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption _______ Vote Favoring Adoption _______
(ii) [ ] There are shares of more than one class entitled to
vote as a class. The designation of each class required
for adoption of the resolution and the vote of each
class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is
needed. Conn. Gen. Stat. Section 1-9.)
(iii)[ ] Check here if corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. Section
33-311a(a).
[X] B. By the board of directors acting alone, pursuant to Conn. Gen.
Stat. Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such
resolution: 2
The number of directors' votes in favor of the resolution was: 3
We hereby declare under the penalties of false statement, that the statements
made in the foregoing certificate are true.
(Print or Type) Signature (Print or Type) Signature
--------------- --------- --------------- ---------
Name of Pres./V. Pres. Name of Sec/Assn't Sec.
Joseph R. Paolella /s/ Joseph Paolella Philip Paolella, Jr. /s/ Philip Paolella, Jr.
--------------------------- ---------------------------
[ ] C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and approved
in writing by all
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subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the same statements made in the foregoing
certificate are true.
- ------------------------ ------------------------ ------------------------
Signed Incorporator Signed Incorporator Signed Incorporator
- ------------------------ ------------------------ ------------------------
Signed Subscriber Signed Subscriber Signed Subscriber
(Use an 8 1/2 X 11 attached sheet if more space is needed. Con.
Gen. Stat. Section 1 - 9.
6. Dated at New Haven this 29th day of July, 1993
Rec. CC; GS; (Type or Print)
Thayer Baldwin, Esq.
Yost & Assoc.
Two Whitney Ave.
New Haven, CT 06510
Please provide filer's name and complete address for mailing receipt
23
CERTIFICATE OF MERGER
OF
NEW HAVEN AMBULANCE SERVICE, INC.
INTO
NHAI ACQUISITION CORP.
The undersigned corporations DO HEREBY CERTIFY:
FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:
NAME STATE OF INCORPORATION
---- ----------------------
New Haven Ambulance Service, Inc. Connecticut
NHAI Acquisition Corp. Connecticut
SECOND: The surviving corporation of the merger is NHAI Acquisition Corp.,
a Connecticut corporation.
THIRD: The Certificate of Incorporation of NHAI Acquisition Corp., a
Connecticut corporation which is the surviving corporation, be and is hereby
amended to change the name of the surviving corporation to NEW HAVEN AMBULANCE
SERVICE, INC., but shall otherwise continue in full force and effect as the
Certificate of Incorporation of the corporation surviving this merger.
FOURTH: The merger agreement between the parties to the merger has been
approved, adopted, certified, executed and acknowledged unanimously by the
Boards of Directors and the Shareholders of each of the constituent corporations
in accordance with requirements of Sections 33-364 and 33-366 of the General
Corporation Law of the State of Connecticut.
FIFTH: A copy of the merger agreement is on file at the principal place of
business of the surviving corporation. The address of said principal place of
business is 58 Middletown Avenue, New Haven, Connecticut 06513.
SIXTH: A copy of the merger agreement will be furnished, on request and
without cost, to any shareholder of either of the constituent corporations.
We, the undersigned officers of New Haven Ambulance Service, Inc. and NHAI
Acquisition Corp., hereby execute this Certificate under the penalties of false
statement.
Dated: August 12, 1992 NEW HAVEN AMBULANCE SERVICE, INC.
By: /s/ x By: /s/ x
--------------------------------- ------------------------------------
Secretary President
24
NHAI ACQUISITION CORP.
By: /s/ x By: /s/ Dominic Puopolo
--------------------------------- ------------------------------------
Secretary Dominic J. Puopolo, President
25
CERTIFICATE OF MERGER
OF
NEW HAVEN AMBULANCE SERVICE, INC.
INTO
NHAI ACQUISITION CORP.
The undersigned corporations DO HEREBY CERTIFY:
FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:
NAME STATE OF INCORPORATION
---- ----------------------
New Haven Ambulance Service, Inc. Connecticut
NHAI Acquisition Corp. Connecticut
SECOND: The surviving corporation of the merger is NHAI Acquisition Corp.,
a Connecticut corporation.
THIRD: The Certificate of Incorporation of NHAI Acquisition Corp., a
Connecticut corporation which is the surviving corporation, be and is hereby
amended to change the name of the surviving corporation to NEW HAVEN AMBULANCE
SERVICE, INC., but shall otherwise continue in full force and effect as the
Certificate of Incorporation of the corporation surviving this merger.
FOURTH: The merger agreement between the parties to the merger has been
approved, adopted, certified, executed and acknowledged unanimously by the
Boards of Directors and the Shareholders of each of the constituent corporations
in accordance with requirements of Sections 33-364 and 33-366 of the General
Corporation Law of the State of Connecticut.
FIFTH: A copy of the merger agreement is on file at the principal place of
business of the surviving corporation. The address of said principal place of
business is 58 Middletown Avenue, New Haven, Connecticut 06513.
SIXTH: A copy of the merger agreement will be furnished, on request and
without cost, to any shareholder of either of the constituent corporations.
We, the undersigned officers of New Haven Ambulance Service, Inc. and NHAI
Acquisition Corp., hereby execute this Certificate under the penalties of false
statement.
26
Dated: August 12, 1992 NEW HAVEN AMBULANCE SERVICE, INC.
By: /s/ x By: /s/ x
--------------------------------- ------------------------------------
Secretary President
NHAI ACQUISITION CORP.
By: /s/ x By: /s/ Dominic Puopolo
--------------------------------- ------------------------------------
Secretary Dominic J. Puopolo, President
27
CERTIFICATE OF MERGER
OF
NEW HAVEN AMBULANCE SERVICE, INC.
INTO
NHAI ACQUISITION CORP.
The undersigned corporations DO HEREBY CERTIFY:
FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:
NAME STATE OF INCORPORATION
---- ----------------------
New Haven Ambulance Service, Inc. Connecticut
NHAI Acquisition Corp. Connecticut
SECOND: The surviving corporation of the merger is NHAI Acquisition Corp.,
a Connecticut corporation.
THIRD: The Certificate of Incorporation of NHAI Acquisition Corp., a
Connecticut corporation which is the surviving corporation, be and is hereby
amended to change the name of the surviving corporation to NEW HAVEN AMBULANCE
SERVICE, INC., but shall otherwise continue in full force and effect as the
Certificate of Incorporation of the corporation surviving this merger.
FOURTH: The merger agreement between the parties to the merger has been
approved, adopted, certified, executed and acknowledged unanimously by the
Boards of Directors and the Shareholders of each of the constituent corporations
in accordance with requirements of Sections 33-364 and 33-366 of the General
Corporation Law of the State of Connecticut.
FIFTH: A copy of the merger agreement is on file at the principal place of
business of the surviving corporation. The address of said principal place of
business is 58 Middletown Avenue, New Haven, Connecticut 06513.
SIXTH: A copy of the merger agreement will be furnished, on request and
without cost, to any shareholder of either of the constituent corporations.
We, the undersigned officers of New Haven Ambulance Service, Inc. and NHAI
Acquisition Corp., hereby execute this Certificate under the penalties of false
statement.
28
Dated: August 12, 1992 NEW HAVEN AMBULANCE SERVICE, INC.
By: /s/ x By: /s/ x
--------------------------------- ------------------------------------
Secretary President
NHAI ACQUISITION CORP.
By: /s/ x By: /s/ Dominic Puopolo
--------------------------------- ------------------------------------
Secretary Dominic J. Puopolo, President
29
CERTIFICATE OF MERGER
OF
NEW HAVEN AMBULANCE SERVICE, INC.
INTO
NHAI ACQUISITION CORP.
The undersigned corporations DO HEREBY CERTIFY:
FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:
NAME STATE OF INCORPORATION
---- ----------------------
New Haven Ambulance Service, Inc. Connecticut
NHAI Acquisition Corp. Connecticut
SECOND: The surviving corporation of the merger is NHAI Acquisition Corp.,
a Connecticut corporation.
THIRD: The Certificate of Incorporation of NHAI Acquisition Corp., a
Connecticut corporation which is the surviving corporation, be and is hereby
amended to change the name of the surviving corporation to NEW HAVEN AMBULANCE
SERVICE, INC., but shall otherwise continue in full force and effect as the
Certificate of Incorporation of the corporation surviving this merger.
FOURTH: The merger agreement between the parties to the merger has been
approved, adopted, certified, executed and acknowledged unanimously by the
Boards of Directors and the Shareholders of each of the constituent corporations
in accordance with requirements of Sections 33-364 and 33-366 of the General
Corporation Law of the State of Connecticut.
FIFTH: A copy of the merger agreement is on file at the principal place of
business of the surviving corporation. The address of said principal place of
business is 58 Middletown Avenue, New Haven, Connecticut 06513.
SIXTH: A copy of the merger agreement will be furnished, on request and
without cost, to any shareholder of either of the constituent corporations.
We, the undersigned officers of New Haven Ambulance Service, Inc. and NHAI
Acquisition Corp., hereby execute this Certificate under the penalties of false
statement.
30
Dated: August 12, 1992 NEW HAVEN AMBULANCE SERVICE, INC.
By: /s/ x By: /s/ x
--------------------------------- ------------------------------------
Secretary President
NHAI ACQUISITION CORP.
By: /s/ x By: /s/ Dominic Puopolo
--------------------------------- ------------------------------------
Secretary Dominic J. Puopolo President
31
APPOINTMENT OF STATUTORY AGENT FOR SERVICE
DOMESTIC CORPORATION
[PBOL] Secretary of State
[PBOL] 30 Trinity Street
[PBOL] Hartford, CT 06106
Name of Corporation: NHAI Acquisition Corp.
The above corporation appoints as its statutory agent for service, one of
the following:
Name of Natural Person Who Business Address Zip Code
is Resident of Connecticut
Residence Address Zip Code
Name of Connecticut Address of Principal Office in Conn.
Corporation (If none, enter address of appointee's
statutory agent for service)
Name of Corporation Address of Principal Office in Conn.
(Not organized under the (If none, enter "Secretary of the State
Laws of Connecticut) of Connec.)
Corporation Service Company 90 State House Sq., 9th Fl., Hartford, CT
* Which has procured a Certificate of Authority to transact business or
conduct affairs in this state. ____________________________
[PBOL] AUTHORIZATION
- ------ -------------
ORIGINAL APPOINTMENT Name of Incorporator Signed (Incorporator)
(Must be signed by a Dominic J. Puopolo /s/ Dominic Puopolo
majority of ---------------------------
Incorporators Name of Incorporator Signed (Incorporator)
---------------------------
Name of Incorporator Signed (Incorporator)
Date: May 22, 1992
SUBSEQUENT APPOINTMENT Name of President, Vice President or
Secretary
Signed (President, Vice President or
Secretary.
Date: May 26, 1992
32
Acceptance: Name of Statutory Agent for Service
/s/ Bruce R. Winn
- -------------------------------------
Signed (Statutory Agent for Service)
Bruce R. Winn, Vice-President
Corporation Service Company
For Official Use Only Rec; CC:
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
Please provide filer's name and complete
address for mailing receipt.
33
CERTIFICATE OF INCORPORATION
STOCK CORPORATION
STATE OF CONNECTICUT
Secretary of the State
The undersigned incorporator hereby forms a corporation under the Stock
Corporation Act of the State of Connecticut.
1. The name of the corporation is NHAI Acquisition Corp.
2. The nature of the business to be transacted, or the purposes to be
promoted or carried out by the corporation, are as follows:
To engage in any lawful act or activity for which a corporation may be
formed under the Connecticut Stock Corporation Act.
3. The designation of each class of shares, the authorized number of shares
of each class, and the par value (if any) of each share thereof are as follows:
Authorized Class Par Value
---------- ----- ---------
10,000 Common $.01 per share
4. The terms, limitations and relative rights and preferences of each class
of shares and series thereof (if any) or an express grant of authority to the
board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S. are as
follows:
N/A
5. The minimum amount of stated capital with which the corporation shall
commence business if One Thousand Dollars.
6. The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under Connecticut law. Any
repeal or modification of this Article shall only be prospective and shall not
affect the rights under this Article in effect at the time of the alleged
occurrence of any action or omission to act giving rise to liability.
34
Dated at Boston, Massachusetts this 22nd day of May, 1992.
I hereby declare, under penalties of false statement, that the statements
in the foregoing certificate are true.
/s/ Dominic Puopolo
----------------------------------------
Name: Dominic J. Puopolo
Incorporator
For office use only Franchise Fee Filing Fee Cert. Fee Total Fees
- ------------------- ------------- ---------- --------- ----------
$150 $45 $12 $257
/s/ x
- ----------------------------------------
Signed (for Secretary of State)
Rec & CC Nationwide Info
Certified copy sent on Initials Service
To 505 Willard Ave
Card List Proof
Newington, CT 06111
35