Exhibit 3.40
CERTIFICATE CONCERNING
DISTRIBUTION OF REDUCTION SURPLUS
OF GOODHEW AMBULANCE SERVICE, INC.,
a California Corporation
We, the undersigned, to wit, WILLIAM I. GOODHEW and BRUNO BAKEY, being
respectively the President and Treasurer of GOODHEW AMBULANCE SERVICE, INC., a
California corporation, do hereby certify:
1. That the stated capital of said corporation has been reduced as of
January 30, 1956 from $77,500.00 to $48,400.00.
2. That the estimated amount of the debts and liabilities of said
corporation as of January 30, 1956 is the sum of $40,226.65.
3. That the estimated fair present value of the assets of said
corporation at all times herein mentioned has been and now is the sum of
$160,965.45.
4. That the amount of reduction surplus resulting from the
aforementioned is the sum of $29,100.00, which amount is proposed to be
withdrawn and utilized by the corporation together with earned surplus of said
corporation in the sum of $20,900.00, in paying over a period of time a
promissory note of the corporation in the principal sum of $50,000.00 given by
the corporation in the purchase of 291 of its issued and outstanding shares of
capital stock, each of the par value of $100.00 for a total aggregate
consideration as evidenced by said promissory note in the sum of $50,000.00.
5. That the board of directors of said corporation has determined by
resolution duly adopted at a meeting held on the 30th day of January, 1956, that
by the proposed withdrawal and distribution of such surplus the corporation will
not be rendered unable to satisfy its debts and liabilities when they fall due,
and that the assets of the corporation after such
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distribution or withdrawal taken at their fair present value are at least equal
to one and a quarter times its debts and liabilities.
IN WITNESS WHEREOF, we have executed this certificate on the 30 day of
January, 1956.
GOODHEW AMBULANCE SERVICE, INC.
By /s/ William I. Goodhew
------------------------------------
William I. Goodhew, President
By /s/ Bruno Bakey
------------------------------------
Bruno Bakey, Secretary
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
WILLIAM I. GOODHEW and BRUNO BAKEY, being first duly sworn, each for
himself deposes and says: That they are respectively the President and Treasurer
of GOODHEW AMBULANCE SERVICE, INC., the corporation mentioned in the foregoing
certificate, that they have read said certificate, and that all of the
statements made therein are true of their own knowledge.
/s/ William I. Goodhew
--------------------------------------
William I. Goodhew
/s/ Bruno Bakey
--------------------------------------
Bruno Bakey
Subscribed and sworn to before me this 30 day of January, 1956.
- ---------------------------------------
Notary Public in and for said County
and State.
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ARTICLES OF INCORPORATION
OF
GOODHEW AMBULANCE SERVICE, INC.
I.
The name of this corporation is:
GOODHEW AMBULANCE SERVICE, INC.
II.
The purposes for which this corporation is formed are:
(a) - To carry on, operate and conduct a general ambulance service
business and for the purpose of carrying on, operating and conducting said
business, to buy, own, use, sell, lease and convey any and all kinds of
property, both real and personal, which may be reasonably necessary or
convenient for the said business, and generally to do all things that may be
necessary or convenient in the conduct of such business.
(b) - To enter into, make, perform and carry out contracts of every
sort and kind which may be necessary or convenient for the business of this
corporation, with any person, firm, corporation, private, public or municipal,
body politic, or any state, territory or municipality of the United States, or
any foreign government, colony or body politic.
(c) - To acquire by purchase, subscription or otherwise held,
mortgage, pledge, sell, assign, transfer, exchange, or otherwise dispose of
shares of the stock of, or voting trust certificates for shares of the stock of,
or any bonds, or other securities, evidences of indebtedness or obligations
created by, any other corporation or corporations organized under the laws of
the State of California, or of any other state, or of any country, nation or
government, and to pay therefor, in whole or in part, with cash or other
property or with shares, bonds or other obligations of this corporation, and
while the owner or holder of any such shares, or voting trust
certificates for shares, or bonds or other securities or evidences of
indebtedness or obligations of any such other corporation or corporations, to
possess and exercise in respect thereof all the rights, powers and privileges of
ownership, including the right to vote thereon, and to consent in respect
thereof for any and all purposes.
(d) - To promote, aid and Assist, financially or otherwise,
corporations, co-partnerships, joint stock companies, syndicates, trustees,
associations and individuals to the extent legally permissible to a corporation
organized under the laws of the state of California; and to a like extent to
endorse or underwrite the shares, bonds, debentures, notes, securities or other
obligations or undertakings of any syndicate, trustee or individual, and to
guarantee the payment upon bonds, notes, debentures or other obligations of, or
the performance of any contracts by, any corporation, co-partnership, joint
stock company, association, syndicate, trustee or individual.
(e) - To adopt, apply for, obtain, register, purchase, lease or
otherwise acquire, and to maintain, protect, hold use, own, exercise, develop,
operate and introduce, and to sell, grant licenses or other rights in respect
of, assign or otherwise dispose of or turn to account any trade-marks, trade
names, patents, patent rights, copyrights and distinctive marks and rights
analogous thereto, and inventions, improvements, processes, formulas and the
like, including such thereof as may be covered by, used in connection with, or
secured or received under, letters patent of the United States of America, or
elsewhere, or otherwise, which may be deemed capable of use in connection with
the business of the corporation, and to acquire, use, exercise or otherwise turn
to account licenses in respect of any such trade-marks, trade names, patents,
patent rights, copyrights, inventions, improvements, processes, formulas and the
like.
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(f) - To acquire all or any part of the good will, rights, assets and
business of any person, firm, association, or corporation heretofore or
hereafter engaged in any business, in whole or in part, similar to the business
of this corporation, and to hold, utilize, and in any manner dispose of the
whole or any part of the rights and assets so acquired, and to conduct in any
lawful manner the whole or any part of the business thus acquired.
(g) - To purchase, lease as lessee, take in exchange, or otherwise
acquire, and to own, hold, operate, sell, assign, transfer, convey, exchange,
lease as lessor, mortgage, pledge, or otherwise dispose of, and encumber, real
and personal property of every class and description, and rights and privilege
therein, in the state of California, and in any or all other states,
territories, districts, possessions, colonies, and dependencies of the United
States of America and in any or all foreign countries which maybe suitable or
convenient in connection with the business of this corporation.
(h) - To borrow or raise moneys for any of the purposes of this
corporation without limit as to amount, and from time to time, to issue bonds,
debentures, notes or other obligations, secured or unsecured, of this
corporation for moneys so borrowed, or in payment for property acquired, or for
any of the other objects and purposes of this corporation, or in connection with
its business: to secure such bonds, debentures, notes and other obligations by
mortgage or mortgages, or deed or deeds of trust, or pledge or other lien upon
any or all of the property, rights, privileges or franchises of this
corporation, wheresoever situated, acquired or to be acquired, and to pledge,
sell or otherwise dispose of any or all other obligations of this corporation
for its corporate purposes.
(i) - To join and become a party to, and to participate in, any plan
or agreement for the reorganization of, or the readjustment of the capital
structure of, or for the composition of
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the creditors of, any other corporation, shares of which, or voting trust
certificates for the shares of which, or bonds or other securities by evidences
of indebtedness or obligations created by which, this corporation may own, hold
or be possessed of, or entitled to a beneficial interest in, and to possess,
exercise and enjoy any and all rights, powers and privileges, for any purpose
under the terms of such plan or agreement, to the same extent that an individual
would be entitled to.
(j) - In connection with the purchase, lease or other acquisition by
this corporation of any property, of whatsoever nature, to pay therefor in cash
or property, or to issue in exchange therefor shares, bonds or other securities
or evidences of indebtedness of this corporation, and to assume in connection
with any such acquisition any liabilities of any person, firm, association or
corporations.
(k) - To carry out all or any part of the foregoing objects and
purposes as principal, agent, contractor or otherwise, either alone, or in
conjunction with any person, firm, association or other corporation, and in any
part of the world; and in carrying on its business and for the purpose of
attaining or furthering any of its objects or purposes, to make and perform such
contracts and to exercise any and all such powers, as a natural person would
lawfully make, perform, do or exercise, provided that the same be not
inconsistent with the laws of the State of California.
(l) - To conduct its business in all or any of its branches in the
State of California, and in any or all other states, territories, possessions,
colonies, and dependencies of the United States of America, and in the District
of Columbia, and in any or all foreign countries, and to have one or more
offices within and outside the State of California.
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(m) - To do any and all things necessary, suitable, convenient or
proper for, or in connection with, or incidental to, the accomplishment of any
of the purposes or the attainment of any one or more of the objects herein
enumerated, or designed directly or indirectly to promote the interests of this
corporation, or to enhance the value of any of its properties, and in general to
do any and all things and exercise any and all powers which it may now or
hereafter be lawful for the corporation to do or to exercise under the laws of
the State of California that may now or hereafter be applicable to this
corporation.
(n) - The business or purpose of this corporation is from time to
time, and at any time, to do one or more of the acts and things herein set
forth, and to have all the powers, rights and privileges now or hereafter
conferred by the laws of the State of California upon corporations organized
under the general laws of California authorizing the formation of corporations;
provided, however, that nothing herein contained shall be deemed to authorize
this corporation to construct, hold, maintain or operate, within the state of
California, urban railroads, or interurban or street railways or telephone
lines, or to carry on within the state the business of a gas, electric, steam,
heat or power company, or to carry on within said state any other public utility
business.
(o) - The objects specified herein shall, except as otherwise
expressed, be in no way limited or restricted by reference to or inference from
the terms of any other clause or paragraph of these Articles. The objects,
purposes and powers specified in each of the clauses or paragraphs in these
Articles shall be regarded as independent objects, purposes or powers.
The foregoing shall be construed as objects and powers, and the
enumeration thereof shall not be held to limit or restrict in any manner the
general powers now or hereafter conferred on this corporation by the laws of the
State of California.
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III.
The County in the State of California where the principal office for
the transaction of business of this corporation is to be located is in Los
Angeles County.
IV.
This corporation is authorized to issue only one class of shares of
stock. The total number of such shares is none hundred fifty (950) shares, of
the aggregate par value of Ninety-five Thousand Dollar; ($95,000.00), and all
such shares shall be of the par value of One Hundred Dollars ($100.00) each.
V.
No distinction shall exist between the shares of this corporation or
the holders thereof.
VI.
That the number of its directors shall be four (4), and the names and
addresses of the persons who are appointed to act until the first annual meeting
of shareholders, or until the election and qualification of their successors,
are as follows:
JAMES H. GOODHEW, SR., Los Angeles, California
MELVA T. GOODHEW, Los Angeles, California
JAMES H. GOODHEW, JR., Los Angeles, California
IVAN LACHNIT, Los Angeles, California
VII.
That the capital stock of the corporation shall not be subject to
assessment. That the private property of the stockholders, directors and
officers shall not be subject to the payment of corporate debts to any extent
whatsoever.
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VIII.
The corporation reserves the right to amend, alter, change or repeal
any provision in these Articles of Incorporation, in the manner now or hereafter
prescribed by law, and all rights and powers conferred herein on stockholders,
directors and officers are subject to this reserved power.
IN WITNESS WHEREOF, for the purpose of forming this corporation under
the laws of the State of California, we, the undersigned, constituting the
incorporators of this corporation, including the persons named hereinabove as
the first directors of this corporation, have executed these Articles of
Incorporation this 7 day of December, 1945.
/s/ James H. Goodhew, Sr.
--------------------------------------
JAMES H. GOODHEW, SR.
/s/ Melva T. Goodhew
--------------------------------------
MELVA T. GOODHEW
/s/ James H. Goodhew, Jr.
--------------------------------------
JAMES H. GOODHEW, JR.
/s/ Ivan Lachnit
--------------------------------------
IVAN LACHNIT
STATE OF CALIFORNIA, )
County of Los Angeles. ) ss.
On this 7 day of December, 1945, before me, a Notary Public in and for
the County of Los Angeles, State of California, residing therein, duly
commissioned and sworn, personally appeared JAMES H. GOODHEW, SR., MELVA T.
GOODHEW, JAMES H. GOODHEW, JR. AND IVAN LACHNIT, known to me to be the persons
whose names are subscribed to the foregoing Articles of Incorporation, and
acknowledged to me that they executed the same.
WITNESS my hand and official seal.
/s/ X
- ---------------------------------------
NOTARY PUBLIC in and for said
County and State.
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AGREEMENT TO MERGE
with and into
under the name of
"Goodhew Ambulance Service Inc."
Acting Secretary of State Goodhew Ambulance Service, Inc., a
California Corporation, hereinafter sometimes called "Goodhew", and G.A.S.
Leasing Corporation, a California Corporation, hereinafter sometimes called
"G.A.S.", agree effective January 1, 1994, as follows:
ARTICLE 1. RECITALS OF CONSTITUENT CORPORATIONS
Disappearing Corporation
Section 1.01 G.A.S. is a corporation duly organized, validly existing, and
in good standing under the laws of the State of California ("the disappearing
corporation").
Survivor
Section 1.02 Goodhew is a corporation duly organized, validly existing, and
in good standing under the laws of the State of California.
Which Corporation Is Survivor
Section 1.03 Goodhew is to be the surviving corporation ("surviving
corporation"), as that term is defined in the General Corporation Law of
California, to the merger described in this agreement.
ARTICLE 2. MERGER
Surviving Corporation
G.A.S. shall be merged into Goodhew under the laws of the State of
California.
ARTICLE 3. TERMS AND CONDITIONS
Negative Covenants
Section 3.01. Between the date of this agreement and the date on which the
merger shall become effective, either constituent corporation shall not:
(a) Declare or pay any dividends to its shareholders.
(b) Except in the normal course of business and for adequate value, dispose
of any of its assets.
Page 1 of 4
Further Assignments or Assurances
Section 3.02. If at any time the surviving corporation shall consider or be
advised that any further assignments or assurances in law are necessary to vest
or to perfect or to confirm of record in the surviving corporation the title to
any property or rights of Goodhew, or otherwise carry out the provisions hereof,
the proper officers and directors of G.A.S., as of the effective date of the
merger, shall execute and deliver all proper deeds, assignments, confirmations,
and assurances in law, and do all acts proper to vest, perfect, and confirm
title to such property or rights in the surviving corporation, and otherwise
carry out the provisions hereof.
ARTICLE 4. BASIS OF CONVERTING SHARES
Basis
Section 4.01. (a) G.A.S. and Goodhew agree that G.A.S. has a fair market
value of Two Million, Three Hundred Nine Thousand, Nine Hundred Thirteen Dollars
($2,309,913) and Goodhew has a fair market value of Twenty Million, One Hundred
Eighty Seven, Six Hundred Dollars ($20,187,600).
(b) At the effective date of the merger, January 1, 1994, all of the
outstanding shares of the common stock of the disappearing corporation, each
share having a value of $231.00 per share, or 10,000 shares (other than shares
held by disappearing corporation as treasury shares) shall be converted into 50
shares of common stock, each share having a value of Forty Six Thousand, Two
Hundred Ninety One and 18/100 Dollars (46,291.18) per share of the surviving
corporation. The total number of shares of stock of the surviving Corporation
after the merger shall be Four Hundred Eight Six (486) Shares.
(c) Any shares of the disappearing corporation, common or preferred, held
by the disappearing corporation in its treasury on the effective date of the
merger shall be surrendered to the surviving corporation for cancellation.
(d) A Schedule ("Schedule") of Shareholders of the disappearing
corporation's shareholders and the stock they shall receive pursuant to this
agreement is attached hereto and made a part hereof as Exhibit "A".
Exchange
Section 4.02. Each holder of the shares of the disappearing corporation
shall surrender their shares, properly endorsed, to the surviving corporation or
its agent, and shall thereupon receive in exchange therefor a certificate or
certificates representing the number of shares of the surviving corporation into
which the shares of the disappearing corporation have been converted.
Shares of Survivor
Section 4.03. The presently outstanding 436 shares of common stock of
Goodhew, shall remain outstanding as common stock of the surviving corporation.
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ARTICLE 5. DIRECTORS
Board of Survivor
Section 5.01. The present Board of Directors of Goodhew shall continue to
serve as the Board of Directors of the surviving corporation until the next
annual meeting or until such time as their successors have been elected and
qualified.
Articles of Survivor
Section 6.01. The articles of Goodhew, as existing on the effective date of
the merger, shall continue in full force as the articles of the surviving
corporation until altered, amended as provided therein, or as provided by law.
ARTICLE 7. BYLAWS
Bylaws of Survivor
Section 7.01. The bylaws of Goodhew, as existing on the effective date of
the merger, shall continue in full force as the bylaws of the surviving
corporation until altered, amended, or repealed as provided therein or as
provided by law.
ARTICLE 8. INTERPRETATION AND ENFORCEMENT
Notices
Section 8.01. Any notice, request, demand, or other communication required
or permitted hereunder shall be deemed to be properly given when deposited in
the United States mail, postage prepaid, or when deposited with a public
telegraph company for transmittal, charges prepaid, addressed:
(a) In the case of G.A.S. to: G.A.S. Corporation, a California corporation,
Attn.: Walter Howell, 5420 W. Jefferson Blvd., Los Angeles, California 90016, or
to such other person or address as G.A.S. may from time to time furnish to
Goodhew;
(b) In the case of Goodhew to: Goodhew Ambulance Service, Inc., a
California corporation, Attn.: Walter Howell, 5420 W. Jefferson Blvd., Los
Angeles, California 90016, or to such other person or address as Goodhew may
from time to time furnish to G.A.S.
Counterpart Executions
Section 8.02. This agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
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Controlling Law
Section 8.03. The validity, interpretation, and performance of this
agreement shall be controlled by and construed under the laws of the State of
California, the state in which this agreement is being executed.
Dated: January 1, 1994
G.A.S. Leasing Corporation,
a California Corporation
By: /s/ James K. Witte
-----------------------------------
James K. Witte, Secretary
By: /s/ Walter Howell
-----------------------------------
Walter Howell, Chief Executive
Officer and President
By: /s/ Eloise C. Goodhew
-----------------------------------
Eloise C. Goodhew, Chairman of
the Board of Directors
Goodhew Ambulance Service, Inc.,
a California Corporation
By: /s/ James K. Witte
-----------------------------------
James K. Witte, Secretary
By: /s/ Walter Howell
-----------------------------------
Walter Howell, Chief Executive
Officer and President
By: /s/ Eloise C. Goodhew
-----------------------------------
Eloise C. Goodhew, Chairman of
the Board of Directors
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EXHIBIT "A"
SCHEDULE OF SHAREHOLDERS
SHAREHOLDERS SHARES
- ------------ ------
Eloise C. Goodhew, As Trustee of the William I. Goodhew 9,000 shares
Family Trust Dated 1-24-68, Amended and Restated converted to 45
04-08-91 shares
Walter Howell and Nancy Howell, Co-Trustees 1,000 shares
of the Howell Family Trust Dated 09-06-89 converted to 5 shares
OFFICERS' CERTIFICATE OF MERGER
FOR
G.A.S. LEASING CORPORATION,
A CALIFORNIA CORPORATION
We, the undersigned, do certify that:
1. We are, and at all times herein mentioned, were the duly elected and
qualified Chairman of the Board of Directors and Chief Executive Officer, and
Secretary and Treasurer of G.A.S. Leasing Corporation, a California corporation,
a corporation organized and existing under the laws of the State of California.
2. As of December 31, 1993, the principal terms of the merger agreement in
the form attached hereto were approved by that corporation by a vote of a number
of shares of the sole class of stock of the G.A.S. which equaled or exceeded the
vote required, under the General Corporation Law of California, for approval of
the principal terms of the merger described in the attached agreement by the
outstanding shares of said class of shares of said corporation.
3. The total number of outstanding shares said corporation entitled to vote
on the merger was and is 10,000 shares of common stock.
4. The percentage vote required, and the number and percentage of
affirmative votes cast is as follows:
Percentage Votes Affirmative Votes Percentage Vote
Class: Required: Cast: Obtained:
- ------ ---------------- ----------------- ---------------
Common Stock 51% 100% (10,000) 100%
We declare under penalty of perjury that the foregoing matters stated in
this certificate are true of our own knowledge. Executed at Redondo Beach,
California.
Dated: December 31, 1993
/s/ Walter Howell
- ---------------------------------------
Walter Howell, Chief Executive
Officer and President
/s/ James K. Witte
- ---------------------------------------
James K. Witte, Secretary and
Treasurer
/s/ Eloise C. Goodhew
- ---------------------------------------
Eloise C. Goodhew, Chairman of the
Board of Directors
Page 1 of 1
OFFICERS' CERTIFICATE OF MERGER
FOR
GOODHEW AMBULANCE SERVICE, INC.,
A CALIFORNIA CORPORATION
We, the undersigned, do certify that:
1. We are, and at all times herein mentioned, were the duly elected and
qualified Chairman of the Board of Directors and Chief Executive Officer, and
Secretary and Treasurer of Goodhew Ambulance Service, Inc., a California
corporation, a corporation organized and existing under the laws of the State of
California.
2. As of December 31, 1993, the principal terms of the merger agreement in
the form attached hereto were approved by that corporation by a vote of a number
of shares of the sole class of stock of the Goodhew Ambulance Service, Inc.
which equaled or exceeded the vote required, under the General Corporation Law
of California, for approval of the principal terms of the merger described in
the attached agreement by the outstanding shares of said class of shares of said
corporation.
3. The total number of outstanding shares said corporation entitled to vote
on the merger was and is 436 shares of common stock.
4. The percentage vote required, and the number and percentage of
affirmative votes cast is as follows:
Percentage Votes Affirmative Votes Percentage Vote
Class: Required: Cast: Obtained:
- ------ ---------------- ----------------- ---------------
Common Stock 51% 100% (436) 100%
We declare under penalty of perjury that the foregoing matters stated in
this certificate are true of our own knowledge. Executed at Redondo Beach,
California.
Dated: December 31, 1993
/s/ Walter Howell
- ---------------------------------------
Walter Howell, Chief Executive
Officer and President
/s/ James K. Witte
- ---------------------------------------
James K. Witte, Secretary and
Treasurer
Page 1 of 1
AGREEMENT OF MERGER BETWEEN
PROFESSIONAL AMBULANCE SERVICES, INC.
and
GOODHEW AMBULANCE SERVICE, INC.
(Under Section 1101 of the General
Corporation Law of the State of California)
This Agreement of Merger is entered into between GOODHEW AMBULANCE SERVICE
INC., a California corporation (herein "Surviving Corporation") and PROFESSIONAL
AMBULANCE SERVICE, INC., a California corporation (herein "Merging
Corporation"), on August 7, 1997. The Surviving Corporation and the Merging
Corporation agree as follows:
RECITALS
A. Merging Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Merging
Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION,
INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE,
INC., a Delaware corporation; and
B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Surviving
Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION,
INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE,
INC., a Delaware corporation; and
C. Surviving Corporation and Merging Corporation are brother-sister
corporations, each having the ultimate common parent of CARELINE, INC., a
Delaware corporation; and
D. GOODHEW AMBULANCE SERVICE, INC. is to be the surviving corporation, as
that term is defined in the General Corporation Law of California, to the merger
described in this agreement.
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IT IS AGREED AS FOLLOWS:
1. Merger. Merging Corporation shall be merged into GOODHEW AMBULANCE
SERVICE, INC. under the laws of the State of California.
2. Further Assignments or Assurances. If at any time the Surviving
Corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporation, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporation, as of the effective date of the merger,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.
3. Basis of Converting Shares.
(a) At the effective date of the merger, each share of the common
stock of the Merging Corporation (other than shares held by Merging Corporation
as treasury shares) shall be converted into one (1) fully paid and
non-assessable share of common stock of the Surviving Corporation.
(b) Any shares of the Merging Corporation, common or preferred, held
by the Merging Corporation in its treasury on the effective date of the merger
shall be surrendered to the Surviving Corporation for cancellation.
4. Board of Survivor. The present Board of Directors of GOODHEW AMBULANCE
SERVICE, INC. shall continue to serve as the Board of Directors of the Surviving
Corporation until the next annual meeting or until such time as their successors
have been elected and qualified.
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5. Articles of Survivor. The Articles of GOODHEW AMBULANCE SERVICE, INC.,
as existing on the effective date of the merger, shall continue in full force as
the Articles of the Surviving Corporation until altered, amended as provided
therein, or as provided by law.
6. Bylaws of Survivor. The bylaws of GOODHEW AMBULANCE SERVICE, INC., as
existing on the effective date of the merger, shall continue in full force as
the bylaws of the Surviving Corporation until altered, amended, or repealed as
provided therein or as provided by law.
7. Miscellaneous.
(a) This agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
(b) The validity, interpretation, effect of, effective date and
performance of this agreement shall be controlled by and construed under the
laws of the State of California, the state in which this agreement is being
executed.
Executed on August 7, 1997, at Fremont, California.
PROFESSIONAL AMBULANCE SERVICE, INC.
By: /s/ Gregory K. Guckes
-----------------------------------
Gregory K. Guckes, President
By: /s/ William B. Cooper
-----------------------------------
William B. Cooper, Assistant
Secretary
GOODHEW AMBULANCE SERVICE, INC.
By: /s/ Gregory K. Guckes
-----------------------------------
Gregory K. Guckes, President
By: /s/ William B. Cooper
-----------------------------------
William B. Cooper, Assistant
Secretary
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GOODHEW AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the President and Assistant Secretary, respectively, of GOODHEW
AMBULANCE SERVICE, INC., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is one (1).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 7, 1997
/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President
/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant
Secretary
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PROFESSIONAL AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the President and Assistant Secretary, respectively, of
PROFESSIONAL AMBULANCE SERVICE, INC., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is one (1).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 7, 1997
/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President
/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant Secretary
AGREEMENT OF MERGER BETWEEN
WILSON AMBULANCE SERVICES, INC.
and
GOODHEW AMBULANCE SERVICE, INC.
(Under Section 1101 of the General
Corporation Law of the State of California)
This Agreement of Merger is entered into between GOODHEW AMBULANCE SERVICE
INC., a California corporation (herein "Surviving Corporation") and WILSON
AMBULANCE SERVICE, INC., a California corporation (herein "Merging
Corporation"), on August 7, 1997. The Surviving Corporation and the Merging
Corporation agree as follows:
RECITALS
A. Merging Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Merging
Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE WEST, a
California corporation, which is a wholly owned subsidiary of AMERICAN MEDICAL
RESPONSE, INC., a Delaware corporation, which is a wholly owned subsidiary of
CARELINE, INC., a Delaware corporation; and
B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Surviving
Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION,
INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE,
INC., a Delaware corporation; and
C. Surviving Corporation and Merging Corporation are brother-sister
corporations, each having the ultimate common parent of CARELINE, INC., a
Delaware corporation; and
1
D. GOODHEW AMBULANCE SERVICE, INC. is to be the surviving corporation, as
that term is defined in the General Corporation Law of California, to the merger
described in this agreement.
IT IS AGREED AS FOLLOWS:
1. Merger. Merging Corporation shall be merged into GOODHEW AMBULANCE
SERVICE, INC. under the laws of the State of California.
2. Further Assignments or Assurances. If at any time the Surviving
Corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporation, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporation, as of the effective date of the merger,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.
3. Basis of Converting Shares.
(a) At the effective date of the merger, each share of the common stock of
the Merging Corporation (other than shares held by Merging Corporation as
treasury shares) shall be converted into one (1) fully paid and non-assessable
share of common stock of the Surviving Corporation.
(b) Any shares of the Merging Corporation, common or preferred, held by the
Merging Corporation in its treasury on the effective date of the merger shall be
surrendered to the Surviving Corporation for cancellation.
2
4. Board of Survivor. The present Board of Directors of GOODHEW AMBULANCE
SERVICE, INC. shall continue to serve as the Board of Directors of the Surviving
Corporation until the next annual meeting or until such time as their successors
have been elected and qualified.
5. Articles of Survivor. The Articles of GOODHEW AMBULANCE SERVICE, INC.,
as existing on the effective date of the merger, shall continue in full force as
the Articles of the Surviving Corporation until altered, amended as provided
therein, or as provided by law.
6. Bylaws of Survivor. The bylaws of GOODHEW AMBULANCE SERVICE, INC., as
existing on the effective date of the merger, shall continue in full force as
the bylaws of the Surviving Corporation until altered, amended, or repealed as
provided therein or as provided by law.
7. Miscellaneous.
(a) This agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
(b) The validity, interpretation, effect of, effective date and
performance of this agreement shall be controlled by and construed under the
laws of the State of California, the state in which this agreement is being
executed.
Executed on August 7, 1997, at Fremont, California.
WILSON AMBULANCE SERVICE, INC.
By: /s/ Gregory K. Guckes
-----------------------------------
Gregory K. Guckes, President
By: /s/ William B. Cooper
-----------------------------------
William B. Cooper, Assistant
Secretary
3
GOODHEW AMBULANCE SERVICE, INC.
By: /s/ Gregory K. Guckes
-----------------------------------
Gregory K. Guckes, President
By: /s/ William B. Cooper
-----------------------------------
William B. Cooper, Assistant
Secretary
4
GOODHEW AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the President and Assistant Secretary, respectively, of GOODHEW
AMBULANCE SERVICE, INC., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is one (1).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 7, 1997
/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President
/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant Secretary
WILSON AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the President and Assistant Secretary, respectively, of WILSON
AMBULANCE SERVICE, INC., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is one (1).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 7, 1997
/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President
/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant Secretary
AGREEMENT OF MERGER BETWEEN
CRIPPEN AMBULANCE SERVICE, INC.
and
GOODHEW AMBULANCE SERVICE, INC.
(Under Section 1101 of the General
Corporation Law of the State of California)
This Agreement of Merger is entered into between GOODHEW AMBULANCE SERVICE,
INC., a California corporation (herein "Surviving Corporation") and CRIPPEN
AMBULANCE SERVICE, INC., a California corporation (herein "Merging
Corporation"), on August 7, 1997. The Surviving Corporation and the Merging
Corporation agree as follows:
RECITALS
A. Merging Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Merging
Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION,
INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE,
INC., a Delaware corporation; and
B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Surviving
Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION,
INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE,
INC., a Delaware corporation; and
C. Surviving Corporation and Merging Corporation are brother-sister
corporations, each having the ultimate common parent of CARELINE, INC., a
Delaware corporation; and
D. GOODHEW AMBULANCE SERVICE, INC. is to be the surviving corporation, as
that term is defined in the General Corporation Law of California, to the merger
described in this agreement.
1
IT IS AGREED AS FOLLOWS:
1. Merger. Merging Corporation shall be merged into GOODHEW AMBULANCE
SERVICE, INC. under the laws of the State of California.
2. Further Assignments or Assurances. If at any time the Surviving
Corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporation, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporation, as of the effective date of the merger,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.
3. Basis of Converting Shares.
(a) At the effective date of the merger, each share of the common
stock of the Merging Corporation (other than shares held by Merging Corporation
as treasury shares) shall be converted into one (1) fully paid and
non-assessable share of common stock of the Surviving Corporation.
(b) Any shares of the Merging Corporation, common or preferred, held
by the Merging Corporation in its treasury on the effective date of the merger
shall be surrendered to the Surviving Corporation for cancellation.
4. Board of Survivor. The present Board of Directors of GOODHEW AMBULANCE
SERVICE, INC. shall continue to serve as the Board of Directors of the Surviving
Corporation until the next annual meeting or until such time as their successors
have been elected and qualified.
2
5. Articles of Survivor. The Articles of GOODHEW AMBULANCE SERVICE, INC.,
as existing on the effective date of the merger, shall continue in full force as
the Articles of the Surviving Corporation until altered, amended as provided
therein, or as provided by law.
6. Bylaws of Survivor. The bylaws of GOODHEW AMBULANCE SERVICE, INC., as
existing on the effective date of the merger, shall continue in full force as
the bylaws of the Surviving Corporation until altered, amended, or repealed as
provided therein or as provided by law.
7. Miscellaneous.
(a) This agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
(b) The validity, interpretation, effect of, effective date and
performance of this agreement shall be controlled by and construed under the
laws of the State of California, the state in which this agreement is being
executed.
Executed on August 7, 1997, at Fremont, California.
CRIPPEN AMBULANCE SERVICE, INC.
By: /s/ Gregory K. Guckes
-----------------------------------
Gregory K. Guckes, President
By: /s/ William B. Cooper
-----------------------------------
William B. Cooper, Assistant
Secretary
GOODHEW AMBULANCE SERVICE, INC.
By: /s/ Gregory K. Guckes
-----------------------------------
Gregory K. Guckes, President
By: /s/ William B. Cooper
-----------------------------------
William B. Cooper, Assistant
Secretary
3
GOODHEW AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the President and Assistant Secretary, respectively, of GOODHEW
AMBULANCE SERVICE, INC., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is one (1).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 7, 1997
/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President
/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant Secretary
CRIPPEN AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the President and Assistant Secretary, respectively, of CRIPPEN
AMBULANCE SERVICE, INC., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is one (1).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 7, 1997
/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President
/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant Secretary
CERTIFICATE OF AMENDMENT
of
ARTICLES OF INCORPORATION
of
GOODHEW AMBULANCE SERVICE, INC.
a California Corporation
GREGORY K. GUCKES and WILLIAM B. COOPER hereby certify that:
1. They are the President and Assistant Secretary, respectively of Goodhew
Ambulance Service, Inc. (the "Corporation"), a California Corporation.
2. The Board of Directors of the Corporation has approved the following
amendment to the Articles of Incorporation of the Corporation:
"I
The name of this corporation is AMERICAN MEDICAL RESPONSE OF SOUTHERN
CALIFORNIA."
3. The foregoing amendment of the Articles of Incorporation of the
Corporation has been duly approved by the required vote of the shareholders in
accordance with Section 902 of the California Corporations Code. The total
number of outstanding shares of each class entitled to vote on this amendment
was one (1). The number of shares voting in favor of the amendment was one (1),
which constitutes more than a simple majority of these shares, thus exceeding
the vote required to approve this amendment.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated: August 7, 1997.
/s/ Gregory K. Guckes
- ---------------------------------------
Gregory K. Guckes, President
/s/ William B. Cooper
- ---------------------------------------
William B. Cooper, Assistant Secretary
AGREEMENT OF MERGER BETWEEN
ADAMS AMBULANCE SERVICES, INC.
and
GOODHEW AMBULANCE SERVICE, INC.
(Under Section 1101 of the General
Corporation Law of the State of California)
This Agreement of Merger is entered into between GOODHEW AMBULANCE SERVICE,
INC., a California corporation (herein "Surviving Corporation") and ADAMS
AMBULANCE SERVICE, INC., a California corporation (herein "Merging
Corporation"), on August 7, 1997. The Surviving Corporation and the Merging
Corporation agree as follows:
RECITALS
A. Merging Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Merging
Corporation is a wholly owned subsidiary of AMERICAN MEDICAL RESPONSE, INC., a
Delaware corporation, which is a wholly owned subsidiary of CARELINE, INC., a
Delaware corporation; and
B. Surviving Corporation is a corporation duly organized, validly existing,
and in good standing under the laws of the State of California. Surviving
Corporation is a wholly owned subsidiary of LAIDLAW MEDICAL TRANSPORTATION,
INC., a Delaware corporation, which is a wholly owned subsidiary of CARELINE,
INC., a Delaware corporation; and
C. Surviving Corporation and Merging Corporation are brother-sister
corporations, each having the ultimate common parent of CARELINE, INC., a
Delaware corporation; and
D. GOODHEW AMBULANCE SERVICE, INC. is to be the surviving corporation, as
that term is defined in the General Corporation Law of California, to the merger
described in this agreement.
1
IT IS AGREED AS FOLLOWS:
1. Merger. Merging Corporation shall be merged into GOODHEW AMBULANCE
SERVICE, INC. under the laws of the State of California.
2. Further Assignments or Assurances. If at any time the Surviving
Corporation shall consider or be advised that any further assignments or
assurances in law are necessary to vest or to perfect or to confirm of record in
the Surviving Corporation the title to any property or rights of Merging
Corporation, or otherwise carry out the provisions hereof, the proper officers
and directors of Merging Corporation, as of the effective date of the merger,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Surviving Corporation, and otherwise carry out
the provisions hereof.
3. Basis of Converting Shares.
(a) At the effective date of the merger, each share of the common
stock of the Merging Corporation (other than shares held by Merging Corporation
as treasury shares) shall be converted into one (1) fully paid and
non-assessable share of common stock of the Surviving Corporation.
(b) Any shares of the Merging Corporation, common or preferred, held
by the Merging Corporation in its treasury on the effective date of the merger
shall be surrendered to the Surviving Corporation for cancellation.
4. Board of Survivor. The present Board of Directors of GOODHEW AMBULANCE
SERVICE, INC. shall continue to serve as the Board of Directors of the Surviving
Corporation until the next annual meeting or until such time as their successors
have been elected and qualified.
2
5. Articles of Survivor. The Articles of GOODHEW AMBULANCE SERVICE, INC.,
as existing on the effective date of the merger, shall continue in full force as
the Articles of the Surviving Corporation until altered, amended as provided
therein, or as provided by law.
6. Bylaws of Survivor. The bylaws of GOODHEW AMBULANCE SERVICE, INC., as
existing on the effective date of the merger, shall continue in full force as
the bylaws of the Surviving Corporation until altered, amended, or repealed as
provided therein or as provided by law.
7. Miscellaneous.
(a) This agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
(b) The validity, interpretation, effect of, effective date and
performance of this agreement shall be controlled by and construed under the
laws of the State of California, the state in which this agreement is being
executed.
Executed on August 7, 1997, at Fremont, California.
ADAMS AMBULANCE SERVICE, INC.
By: /s/ Gregory K. Guckes
----------------------------------
Gregory K. Guckes, President
By: /s/ William B. Cooper
----------------------------------
William B. Cooper, Assistant
Secretary
GOODHEW AMBULANCE SERVICE, INC.
By: /s/ Gregory K. Guckes
----------------------------------
Gregory K. Guckes, President
By: /s/ William B. Cooper
----------------------------------
William B. Cooper, Assistant
Secretary
3
GOODHEW AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the President and Assistant Secretary, respectively, of GOODHEW
AMBULANCE SERVICE, INC., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is one (1).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 7, 1997
/s/ Gregory K. Guckes
--------------------------------------
Gregory K. Guckes, President
/s/ William B. Cooper
--------------------------------------
William B. Cooper, Assistant Secretary
ADAMS AMBULANCE SERVICE, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned do hereby certify that:
1. We are the President and Assistant Secretary, respectively, of ADAMS
AMBULANCE SERVICE, INC., a California corporation.
2. The Agreement of Merger in the form attached hereto was duly approved by
the shareholders and directors of the corporation.
3. The shareholder approval was by 100% of the outstanding shares of the
corporation.
4. There is only one class of shares and the number of shares outstanding
is one (1).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: August 7, 1997
/s/ Gregory K. Guckes
--------------------------------------
Gregory K. Guckes, President
/s/ William B. Cooper
--------------------------------------
William B. Cooper, Assistant Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
The undersigned certify that:
1. They are the Vice President and Assistant Secretary of the corporation.
2. The name of the corporation is American Medical Response of Southern
California.
3. Article VI of the Articles of Incorporation of this corporation is
amended to read as follows:
"That the number of directors shall be one (1)"
4. The foregoing amendment has been duly approved by the Board of
Directors.
5. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of this
Corporation is 486. The number of shares voting in favor of the Amendment was
100%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: 11/1/00
/s/ Gino Porazzo
--------------------------------------
Gino Porazzo, Asst. Secretary
/s/ Lori A. E. Evans
--------------------------------------
Lori A. E. Evans, Vice President