Exhibit 3.38
CERTIFICATE OF INCORPORATION
of
AMERICAN MEDICAL RESPONSE OF TEXAS, INC.
1. The name of this corporation is American Medical Response of Texas, Inc.
2. The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.
3. The purpose of this corporation is to engage in any, lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
4 The total number of shares of stock that this corporation shall have
authority to issue is three thousand (3000) shares of Common Stock, $.01 par
value per share. Each share of Common Stock shall be entitled to one vote.
5. The name and mailing address of the incorporator is: William George,
Esq., American Medical Response, Inc., 2821 South Parker Road, Aurora, Colorado
80014.
6. Except as otherwise provided in the provisions establishing a class or
series of stock, the number of authorized shares of any class of stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of the corporation entitled to vote irrespective of the provisions of
Section 242(b)(2) of the General Corporation Law of the State of Delaware.
7. The election of directors need not be by written ballot unless the
by-laws shall so require.
8. In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.
9. A director of this corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 9
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.
10. This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request advance
expenses to any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit, proceeding or claim,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was or has agreed to be a director or officer of this
corporation or while a director or officer is or was serving at the' request of
this corporation as a director, officer, partner, trustee, employee or agent of
any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorney's fees and expenses), judgments, fines, penalties and
amounts paid in settlement incurred (and not otherwise recovered) in connection
with the investigation, preparation to defend or defense of such action, suit,
proceeding or claim; provided, however, that the foregoing shall not require
this corporation to indemnify or advance expenses to any person in connection
with any action, suit, proceeding, claim or counterclaim initiated by or on
behalf of such person. Such indemnification shall not be exclusive of other
indemnification rights arising under any by-law, agreement, vote of directors or
stockholders or otherwise and shall inure to the benefit of the heirs and legal
representatives of such person. Any person seeking indemnification under this
paragraph 10 shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established. Any repeal or
modification of the foregoing provisions of this paragraph 10 shall not
adversely affect any right or protection of a director or officer of this
corporation with respect to any acts or omissions of such director or officer
occurring prior to such repeal or modification.
11. The books of this corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
board of directors or in the by-laws of this corporation.
12. If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.
2
THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this lst day of January, 1996.
/s/ William George
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William George
Incorporator
3
CERTIFICATE OF MERGER
Gold Cross Services, Inc., a Texas Corporation
Merging With and Into
American Medical Response of Texas, Inc., a Delaware Corporation
Pursuant to Section 252 of the General Corporation Law of Delaware,
American Medical Response of Texas, Inc., a corporation organized and existing
under the laws of the State of Delaware, does hereby certify as follows:
FIRST: The name and state of incorporation of the constituent corporations
is as follows:
American Medical Response of Texas, Inc. Delaware
Gold Cross Service, Inc. Texas
SECOND: An Agreement and Plan of Reorganization has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Section 252(c) of the General Corporation
Law of Delaware.
THIRD: American Medical Response of Texas, Inc., will be the surviving
corporation.
FOURTH: The certificate of incorporation of American Medical Response of
Texas, Inc., a Delaware Corporation, which is surviving the merger, shall be the
certificate of incorporation of the surviving corporation.
FIFTH: The executed Agreement and Plan of Reorganization is on file at the
office of American Medical Response of Texas, Inc., at 2821 South Parker Road,
Aurora, CO 80014.
SIXTH: A copy of the Agreement and Plan of Reorganization 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 Gold Cross Service, Inc., a
corporation organized under the laws of Texas, is 100,000 shares, with $1.00 par
value.
DATED the 31st day of December, 1996.
AMERICAN MEDICAL RESPONSE OF TEXAS,
INC., a Delaware corporation
By /s/ David A. Bingaman
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David A. Bingaman, President
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
American Medical Response of Texas, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.
The Board of Directors of American Medical Response of Texas, Inc. adopted
the following resolution on the 1st day of September, 1996.
Resolved, that the registered office of 1013 Centre Rd., Wilmington, DE
19805 in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.
IN WITNESS WHEREOF, American Medical Response of Texas, Inc. has caused
this statement to be signed by William George, its Vice President, this 1st day
of September, 1996.
/s/ William George
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William George, Vice President
(Title)
* Any authorized officer or the chairman or Vice-Chairman of the Board of
Directors may execute this certificate.
(DEL. - 264 - 6/15/94)