Exhibit 3.72
ARTICLES OF INCORPORATION
OF
FLORIDA EMERGENCY PARTNERS, INC.
Pursuant to the provisions of Article 3.01 of the Texas Business
Corporation Act, the undersigned Incorporator adopts the following Articles of
Incorporation:
ARTICLE I
The name of the corporation is Florida Emergency Partners, Inc.
ARTICLE II
The period of duration of the corporation is perpetual.
ARTICLE III
The purpose for which the corporation is organized is to transact any and
all lawful business for which corporations may be organized under the Texas
Business Corporation Act.
ARTICLE IV
The aggregate number of shares which the corporation shall be authorized to
issue is One Thousand (1,000) shares of Common Stock of the par value of one
cent ($.01) per share.
ARTICLE V
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of at least One Thousand
Dollars ($1,000), consisting of money, labor done or property actually received.
ARTICLE VI
The street address of the initial registered office of the corporation is
1212 Guadalupe, Suite 102, Austin, Texas 78701, and the name of the initial
registered agent for the corporation at such address is Capitol Corporate
Services, Inc.
ARTICLE VII
The initial Board of Directors of the corporation shall consist of three
members whose names and addresses are as follows:
Name Address
- ---- -------
Zebulon L. Osborne 141 Waterman Avenue
Mount Dora, Florida 32757
William E. Compton 141 Waterman Avenue
Mount Dora, Florida 32757
Seth D. Ellis 141 Waterman Avenue
Mount Dora, Florida 32757
ARTICLE VIII
The corporation shall indemnify its directors and officers from and against
any and all liabilities, costs and expenses incurred by them in such capacities
to the fullest extent permitted by the Texas Business Corporation Act, as
presently in effect and as may be hereafter amended, and shall have the power to
purchase and maintain liability insurance coverage for those persons or make and
maintain other arrangements on such persons' behalf as, and to the fullest
extent, permitted by the Texas Business Corporation Act, as presently in effect
and as may be hereafter amended.
ARTICLE IX
A director of the corporation shall not be liable to the corporation or its
shareholders for monetary damages for an act or omission in such director's
capacity as a director, except for liability of such director for (1) a breach
of such director's duty of loyalty to the corporation or its shareholders; (2)
an act or omission not in goad faith that constitutes a breach of duty of the
director to the corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law, (3) a transaction from which such
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of such director's office; or (4) an act or
omission for which the liability of such director is expressly provided by an
applicable statute. No amendment to or repeal of this Article IX shall apply to
or have any effect upon the liability or alleged liability of any director of
the corporation for or with respect to any act or omission of such director
occurring prior to such amendment or repeal.
ARTICLE X
No shareholder of the corporation shall, by reason of his holding shares of
any class of the capital stock of the corporation, have any preemptive or
preferential right, other than such preemptive or preferential rights, if any,
as the Board of Directors in its discretion may fix, to purchase, subscribe to
or otherwise acquire any unissued or treasury shares of any class of the capital
stock of the corporation, now or hereafter to he authorized, or any notes,
debentures, bonds or other securities convertible into, exchangeable for, or
carrying or accompanied by warrants, options or rights to purchase or subscribe
to shares of any class of the capital stock of the corporation, now or hereafter
to be authorized, whether or not the issuance of any such shares of capital
stock or such notes, debentures, bonds or other securities would adversely
affect the dividend or voting rights of such shareholder, and the Board of
Directors may issue shares of any class of the capital stock of the corporation,
now or hereafter to be authorized, or any notes, debentures, bonds or other
securities convertible into, exchangeable for, or carrying or accompanied by
warrants, options or rights to purchase or subscribe to shares of any class of
the capital stock of the corporation, now or hereafter to be authorized, without
offering any such
shares of any class of capital stock of the corporation, either in whole or in
part, to the existing shareholders of any class of the capital stock of the
corporation.
ARTICLE XI
Cumulative voting by the shareholders of the corporation at any election
for directors or upon any other matter is expressly prohibited, and the
directors of the corporation shall be elected by plurality vote of the
shareholders entitled to vote at such election.
ARTICLE XII
Any action required by the Texas Business Corporation Act, as amended, to
be taken at any annual or special meeting of shareholders, or any action which
may be taken at any annual or special meeting of shareholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holder or holders of shares having not more than the minimum number of votes
that would be necessary to take such action at a meeting at which the holders of
all shares entitled to vote on the action were present and voted.
ARTICLE XIII
The undersigned Incorporator, Steven A. Elder, is a natural person of the
age of eighteen (18) years or more whose address is 112 E. Pecan Street, Suite
1800, San Antonio, Texas 78205.
EXECUTED this 17 day of June, 1996.
/s/ Steven A. Elder
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Steven A. Elder
Incorporator