Exhibit 3.64
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
Atlantic Ambulance Services Acquisition, 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 The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation is
in the county of New Castle.
The Board of Directors of Atlantic Ambulance Services Acquisition,
Inc. adopted the following resolution on the 22nd day of November, 1995.
Resolved, that the registered office of Atlantic Ambulance Services
Acquisition, Inc. 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of this corporation be and the same is hereby withdrawn, and THE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, Atlantic Ambulance Services Acquisition, Inc. has
caused this statement to be signed by Robert H. Byrne, its Secretary*, this 22nd
day of November, 1995.
/s/ Robert H. Byrne
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Secretary
(Title)
* Any authorized officer or the chairman or Vice-Chairman of the Board of
Directors may execute this certificate.
CERTIFICATE OF INCORPORATION
OF
ATLANTIC AMBULANCE SERVICES ACQUISITION, INC.
ARTICLE I
NAME OF CORPORATION
The name of this corporation is
Atlantic Ambulance Services Acquisition, Inc.
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the corporation in the State
of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County
of Kent, and the name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.
ARTICLE III
PURPOSE
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
The corporation shall be authorized to issue one class of stock to be
designated Common Stock; the total number of shares which the corporation shall
have authority to issue is one thousand (1,000), and each such share shall have
a par value of one cent ($.01).
ARTICLE V
INCORPORATOR
The name and mailing address of the incorporator of the corporation
is:
Gerard A. Thompson
620 Newport Central Drive, Suite 1450
Newport Beach, California 92660
ARTICLE VI
BOARD POWER REGARDING BYLAWS
In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, repeal, alter,
amend and rescind the bylaws of the corporation.
ARTICLE VII
ELECTION OF DIRECTORS
Elections of directors need not be by written ballot unless the bylaws
of the corporation shall so provide.
ARTICLE VIII
LIMITATION OF DIRECTOR LIABILITY
To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
corporation shall not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. If the Delaware
General Corporation Law is amended after the date of the filing of this
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended from time to
time. No repeal or modification of this Article VIII by the stockholders shall
adversely affect any right or protection of a director of the corporation
existing by virtue of this Article VIII at the time of such repeal or
modification.
ARTICLE IX
CORPORATE POWER
The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.
ARTICLE X
CREDITOR COMPROMISE OR ARRANGEMENT
Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the
application in a summary way of this corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers appointed
for this corporation under the provisions of section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the Delaware General Corporation Law,
does hereby make and file this Certificate.
Date: March 25, 1992
/s/ Gerard A. Thompson
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Gerard A. Thompson