Exhibit 3.70
CERTIFICATE OF CHANGE
OF
FIVE COUNTIES AMBULANCE SERVICE, INC.
UNDER-SECTION 805-A OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, Robert E. Jarrett, the Vice-President and Robert H.
Byrne, the Secretary of Five Counties Ambulance Service, Inc. hereby certify:
1. The name of the corporation is Five Counties Ambulance Service, Inc.
2. The Certificate of Incorporation of said corporation was filed by the
Department of State on November 23, 1964.
3. The following is authorized by the Board of Directors: To change the
post office address to which the Secretary of State shall mail a copy of process
in any action or proceeding against the corporation which may be served on him
from c/o The Corporation, 145 West Sunrise Highway, Freeport, New York to c/o CT
Corporation System, 1633 Broadway, New York, New York 10019.
To appoint the registered agent in New York upon whom all process against
the corporation may be served to be CT Corporation System at 1633 Broadway, New
York, New York 10019.
IN WITNESS WHEREOF, we have signed this certificate on the ____ day of
November, 1995 and we affirm the statement contained therein as true under
penalties of perjury.
/s/ Robert E. Jarrett
----------------------------------
Robert E. Jarrett, Vice-President
/s/ Robert H. Byrne
--------------------------
Robert H. Byrne, Secretary
CERTIFICATE OF CHANGE
OF
FIVE COUNTIES AMBULANCE SERVICE, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
LAIDLAW TRANSIT INC.
3221 NORTH SERVICE ROAD
BURLINGTON, ONT. CANADA L7R 3Y8
CERTIFICATE OF MERGER
OF
Associated Ambulance Service, Inc.
Adam Transportation, Inc.
Park Ambulance Service, Inc.,
Five Counties Ambulance Service, Inc.
Sunrise Handicap Transport Corp.
INTO
MEDTRANS OF NEW YORK, INC.
We, the undersigned, Michael Forsayeth and Robert H. Byrne, being
respectively the Vice-President and the Secretary of MedTrans of New York, Inc.,
and Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President
and Secretary of Associated Ambulance Service, Inc., Adam Transportation, Inc.,
Park Ambulance Service, Five Counties Ambulance Service, Inc. and Sunrise
Handicap Transport Corp. hereby certify:
1. (a) The name of each constituent is as follows:
MedTrans of New York, Inc.
Associated Ambulance Service, Inc.
Adam Transportation, Inc.
Park Ambulance Service, Inc.
Five Counties Ambulance Service, Inc.
Sunrise Handicap Transport Corp.
(b) The name of the surviving corporation is MedTrans
of New York, Inc. and following the merger its name
shall be MedTrans of New York, Inc.
2. As to each constituent corporation, the designation and number of
outstanding shares of each class and series and the voting rights thereof are as
follows:
Designation and of
shares in each class or Class or Series of Shares entitled to vote
Name of Corporation series outstanding Shares entitled to Vote as a class or series
MedTrans of New York, Inc. 100 Common Common 1
Associated Ambulance Service, Inc. 1,000 Common Common 1
Adam Transportation, Inc. 100 Common Common 1
Park Ambulance Service, Inc. 50 Common Common 1
Five Counties Ambulance Service, Inc. 100 Common Common 1
Sunrise Handicap Transport Corp. 100 Common Common 1
3. There will be no amendments or changes made to the Certificate of
Incorporation of the surviving corporation once the merger has taken place.
4. The date when the Certificate of Incorporation of each constituent
corporation was filed by the Department of State is as follows:
Name of Corporation Date of Incorporation
MedTrans of New York, Inc. December 27, 1994
Associated Ambulance Service, Inc. April 8, 1988 (under the name of AMR-U-Coaches Inc)
Adam Transportation Services, Inc December 23, 1988
Park Ambulance Service, Inc. August 3, 1964(under the name of Park Ambulance &
Oxygen Services, Inc)
Five Counties Ambulance Service, Inc. November 23, 1964
Sunrise Handicap Transport Corp. May 11, 1981
5. The merger was adopted by each constituent corporation in the
following manner.
(a) As to MedTrans of New York, Inc., by the unanimous written consent
of the shareholders.
(b) As to-Associated Ambulance Service, Inc., by the unanimous written
consent of the shareholders.
(c) As to Adam Transportation Services, Inc., by the unanimous written
consent of the shareholders.
(d) As to Park Ambulance Service, Inc., by the unanimous written consent
of the shareholders.
(e) As to Five Counties Ambulance Service, Inc., by the unanimous
written consent of the shareholders.
(f) As to Sunrise Handicap Transport Corp., by the unanimous written
consent of the shareholders.
6. The merger shall be effected on the 31st day of August, 1996.
IN WITNESS WHEREOF, we have signed this certificate on the 27th day of
August, 1996, and we affirm the statements therein as true under penalties or
perjury.
MedTrans of New York, Inc.
By: /s/ Michael Forsayeth
-----------------------------------------
Michael Forsayeth - Vice-President
By: /s/ Robert H. Byrne
-----------------------------------------
Robert H. Byrne - Secretary
Associated Ambulance Service, Inc.
By: /s/ Michael Forsayeth
-----------------------------------------
Michael Forsayeth - Vice-President
By: /s/ Robert H. Byrne
-----------------------------------------
Robert H. Byrne - Secretary
Adam Transportation, Inc.
By: /s/ Michael Forsayeth
-----------------------------------------
Michael Forsayeth - Vice-President
By: /s/ Robert H. Byrne
-----------------------------------------
Robert H. Byrne - Secretary
Park Ambulance Service, Inc.
By: /s/ Michael Forsayeth
-----------------------------------------
Michael Forsayeth - Vice President
By: /s/ Robert H. Byrne
-----------------------------------------
Robert H. Byrne - Secretary
SIGNATURES CONTINUED...
Five Counties Ambulance Service, Inc.
By: /s/ Michael Forsayeth
-----------------------------------------
Michael Forsayeth - Vice President
By: /s/ Robert H. Byrne
-----------------------------------------
Robert H. Byrne - Secretary
Sunrise Handicap Transport Corp.
By: /s/ Michael Forsayeth
-----------------------------------------
Michael Forsayeth - Vice President
By: /s/ Robert H. Byrne
-----------------------------------------
Robert H. Byrne - Secretary
CERTIFICATE OF MERGER
OF
ASSOCIATED AMBULANCE SERVICE, INC.
ADAM TRANSPORTATION, INC.
PARK AMBULANCE SERVICE, INC.
FIVE COUNTIES AMBULANCES SERVICE, INC.
SUNRISE HANDICAP TRANSPORT CORP.
INTO
MEDTRANS OF NEW YORK, INC.
UNDER SECTION 904 OF THE BUSINESS CORPORATION-LAW
LAIDLAW INC.
3221 N. SERVICE ROAD
BURLINGTON ONTARIO CANADA L7R 3Y8
At a Special Term of the
Supreme Court of the State
of New York, County of
Albany, held at the Court
House in Albany, New York,
on the 18 day of March, 1997
PRESENT:
HON. , JUSTICE.
SUPREME COURT
COUNTY OF ALBANY STATE OF NEW YORK
MEDTRANS OF NEW YORK, INC.,
ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC.,
PARK AMBULANCE SERVICE, INC.,
FIVE COUNTIES AMBULANCE SERVICE, INC. AND
SUNRISE HANDICAP TRANSPORT CORP.
Plaintiffs,
- AGAINST - ORDER
SECRETARY OF STATE OF THE STATE OF NEW YORK,
Defendant.
Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM
TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney,
Lawrence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in
this Court annulling the filing of the Certificate of Merger of the above named
corporations into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August,
1996, with the Division of Corporations of the New York State Secretary of
State's Office, and upon
reading and filing the affidavit of Lawrence A. Kirsch, Esq., sworn to the 28th
day of February, 1997, and the Defendant having no objection to such order, it
is hereby
ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES
AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF
NEW YORK, INC. filed in the Offices of the Division of Corporations of the New
York Secretary of State's Office on August 30, 1996, to be effective August 31,
1996 be annulled, and it is further
ORDERED, that the constituent corporations to the above merger be restored to
the index of existing corporations of the Department of State, Division of
Corporations, and it is further
ORDERED, that Plaintiffs file a copy of this Order with the Department of State,
Division of Corporations with respect to each of the above named entities and
pay the appropriate statutory filing fees for same.
Signed this 18 day of March, 1997, at Albany, New York.
/s/ Thomas W. Keegan
-------------------------------------
Hon.
Justice of the Supreme Court
STATE OF NEW YORK )
ss.:
COUNTY OF ALBANY CLERK'S OFFICE )
I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the
Supreme and County Courts, being Courts of Record held therein, DO HEREBY
CERTIFY that I have compared the annexed copy order with the original thereof
filed in this office on the 18 day of March, 1997 and that the same is a correct
transcript therefrom, and of the whole of said original.
IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official
seal, this 18 day of March, 1997.
/s/ Thomas G. Clingan, Clerk
--------------------------------------
COURT ORDER NULLIFYING
CERTIFICATE OF MERGER
OF
MEDTRANS OF NEW YORK, INC.
ASSOCIATED AMBULANCE SERVICE, INC.,
ADAM TRANSPORTATION SERVICE, INC.
PARK AMBULANCE SERVICE, INC.
FIVE COUNTIES AMBULANCE SERVICE, INC.
SUNRISE HANDICAP TRANSPORT CORP.
Filed by:
HARTER, SECREST & EMERY
700 MIDTOWN TOWER
ROCHESTER, NY 14604-2070
CERTIFICATE OF CHANGE
OF
FIVE COUNTIES AMBULANCE SERVICE. INC.
Under Section 805-A of the Business Corporation Law
1. The name of the corporation is
FIVE COUNTIES AMBULANCE SERVICE, INC.
If applicable, the original name under which it was formed is
2. The Certificate of Incorporation of said corporation was filed by the
Department of State on 11-23-64.
3. The address of CT Corporation System as the registered agent of said
corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY,
NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.
4. The address to which the Secretary of State shall mail a copy of process
in any action or proceeding against the corporation which may be served on
him is hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW
YORK, NY 10019 to c/o CT Corporation System, 111 Eighth Avenue, New York,
New York 10011.
5. Notice of the above changes was mailed to the corporation by CT
Corporation System not less than 30 days prior to the date of delivery to
the Department of State and such corporation has not objected thereto.
6. CT Corporation System is both the agent of such corporation to whose
address the Secretary of State is required to mail copies of process and
the registered agent of such corporation.
IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and
affirm the statements contained herein as true under penalties of perjury.
CT CORPORATION SYSTEM
By /s/ Kenneth J. Uva
----------------------------
Kenneth J. Uva
Vice President
E9 - DRAWDOWN
CERTIFICATE OF CHANGE
OF
FIVE COUNTIES AMBULANCE SERVICE, INC.
Under Section 805-A of the Business Corporation Law
Filed by: C T CORPORATION SYSTEM
111 Eighth Avenue
New York, New York 10011
NY Domestic Corporation - agent and/or process address
CERTIFICATE OF INCORPORATION OF
FIVE COUNTIES AMBULANCE SERVICE, INC.
UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW
IT IS HEREBY CERTIFIED THAT:
(1) The name of the proposed corporation is
FIVE COUNTIES AMBULANCE SERVICE, INC.
(2) The purpose or purposes for which this corporation is formed, are as
follows, to ,wit:
(a) To engage in the business of providing an ambulance service,
to sell or rent hospital beds, equipment necessary for the
comfort of the sick such as surgical supplies, canes,
crutches, supports and to do anything ordinarily done by those
engaged in that line of business.
(b) To do anything necessary for the accomplishment and
furtherance of the powers set forth herein. The foregoing
enumeration of specific powers shall not be held to limit or
restrict in any manner, the general powers of the corporation
and the enjoyment thereof, as conferred by the laws of the
State of New York. This corporation may engage in any business
that is legal under the laws of the State of New York.
(c) To acquire by purchase or otherwise hold, own, develop,
improve, sell, convey, exchange, mortgage, lease and otherwise
deal or trade in and dispose of real and personal property and
any estate interest or right therein; to lend money or bonds
secured by mortgage or real or personal property or otherwise;
to erect, construct, alter, maintain and improve houses and
buildings of every description on any lands of the corporation
or upon any other lands, and to rebuild, alter and improve
existing houses and buildings thereon, to the extent now or
hereafter permitted by law.
(d) To purchase, exchange, hire, or otherwise acquire such
personal property, chattels, rights, easements, permits,
privileges, and franchises as may lawfully be purchased,
exchanged, hired or acquired under the Business Corporation
Law of the State of New York.
(e) To borrow money for its corporate purposes, and to make,
accept, endorse, execute and issue promissory notes, bills of
exchange, bonds, debentures or other obligations from time to
time, for the purchase of property or for any purpose in or
about the business of the company, and, if deemed proper to
secure the payments of any such obligations by mortgage,
pledge, deed of trust or otherwise.
(f) The foregoing clauses shall be construed both as objects and
powers and it is hereby expressly provided that the foregoing
enumeration of specific powers shall not be held to limit or
restrict in any manner the general and implied powers of this
corporation.
(3) The office of the corporation is to be located in the Village of
Freeport of _____________ County of Nassau, State of New York.
(4) The aggregate number of shares which the corporation shall have
authority to issue is two Hundred (200) shares all of which shall be without par
value.
(5) The Secretary of State is designated as agent of the corporation upon
whom process against it may he served. The post office address to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is 145 West Sunrise Highway, Freeport, New York
The corporation, in furtherance of its corporate purposes above set forth,
shall have all of the powers enumerated in Section 202 of the Business
Corporation Law, subject to any limitations provided in the Business Corporation
Law or any other statute of the State of New York.
The undersigned incorporator, or each of them if there are more than one,
is of the age of twenty-one years or over.
IN WITNESS WHEREOF, this certificate has been executed this 20th day of November
1964.
Victor L. Carpentier /s/ Victor L. Carpentier
- --------------------------------------- -------------------------------
Type name of incorporator Signature
84-53 Avon Street, Jamaica, New York
- ---------------------------------------
Address
_______________________________________ _______________________________
Type name of incorporator Signature
_______________________________________
Address
_______________________________________ _______________________________
Type name of incorporator Signature
_______________________________________
Address
STATE OF NEW YORK )
) ss.:
COUNTY OF QUEENS )
On this 20th day of November 1964, before me personally came Victor L.
Carpentier to me known to be the person described in and who executed the
foregoing certificate of incorporation and he thereupon duly acknowledged to me
that he executed the same.
/s/ X
--------------------------
CERTIFICATE OF INCORPORATION
of
FIVE COUNTIES AMBULANCE SERVICE, INC.
under Section 402 of the Business Corporation Law
Filed By: Victor L. Carpentier
Office and Post Office Address
160-09 Hillside Avenue
Jamaica 32, N.Y.