Exhibit 3.82
ARTICLES OF INCORPORATION
OF
HANK'S ACQUISITION CORP.
1. The name of the corporation is Hank's Acquisition Corp.
2. The number of shares of capital stock the corporation is authorized to
issue is 3,000 shares of common stock, par value $0.01
3. The street address of the corporation's initial registered office is
2000 Interstate Park Drive, Suite 204, Montgomery, Alabama 36109, and the name
of its initial registered agent at that office is The Corporation Company.
4. The name and address of the incorporator of the corporation is Joshua T.
Gaines, 2821 South Parker Road, 10th Floor, Aurora, Colorado 80014.
5. (a) The name and address of the individual who is to serve as the
initial director of the corporation is as follows:
Name Address
- ---- -------
George B. DeHuff 2821 South Parker Road
10th Floor
Aurora, Colorado 80014
(b) The number of directors shall be one or more, as specified in the
bylaws of the corporation. The bylaws may establish a variable range for the
size of the board of directors by fixing a minimum and a maximum number of
directors. The number of directors may be fixed or changed from time to time,
within the minimum and maximum, by the board of directors.
6. The purpose or purposes for which the corporation is organized are, and
the corporation is hereby expressly authorized to engage in, the transaction of
any or all lawful business for which corporations may be incorporated under the
Alabama Business Corporation Act, including, but not limited to, emergency and
non-emergency medical transportation.
7. A director of the corporation shall not be liable to the corporation or
its shareholders for money damages for any action taken, or failure to take
action, as a director, except for (i) the amount of a financial benefit received
by such director to which such director is not entitled; (ii) an intentional
infliction of harm by such director on the corporation or its shareholders;
(iii) a violation of Section 10-2B-8.33 of the Alabama Business Corporation Act
or any successor provision to such section; (iv) an intentional violation by
such director of criminal law; or (v) a breach of such director's duty of
loyalty to the corporation or its shareholders. If the Alabama Business
Corporation Act, or any successor statute thereto, is hereafter amended to
authorize the further elimination or limitation of the liability of a director
of a corporation, then the liability of a director of the corporation, in
addition to the limitations on liability provided herein, shall be limited to
the fullest extent permitted by the Alabama Business Corporation Act,
as amended, or any successor statute thereto. Any repeal or modification of this
provision by the shareholders of the corporation shall be prospective only and
shall not adversely affect any limitation on the liability of a director of the
corporation existing at the time of such repeal or modification.
8. No shareholder shall have a preemptive right to purchase shares of any
class of capital stock of the corporation, including treasury shares.
The undersigned, the incorporator of the corporation, executes these
Articles of Incorporation on the 27th day of August 1998, which Articles of
Incorporation shall be effective upon filing.
/s/ Joshua T. Gaines
----------------------------------------
Joshua T. Gaines
This instrument prepared by:
Tracy M. Thompson, Esq.
Bradley Arant Rose & White LLP
2001 Park Place, Suite 1400
Birmingham, Alabama 35203
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THE STATE OF ALABAMA )
Montgomery County ) Probate Court
I, Reese McKinney, Jr., Judge of Probate in and for said County, in said State,
hereby certify that the within and foregoing pages are a full, true and complete
copy of Articles of Incorporation of Hank's Acquisition Corp. as fully and
completely as the same appears of record in this office in Book No. 0211 of CORP
at page 0591.
Given under my hand and official seal this 17th day of September, A.D.
1998
/s/ Reese McKinney, Jr.
-----------------------------------------------
Judge Probate Court, Montgomery County, Alabama
ARTICLES OF MERGER
of
HANK'S ACQUISITION CORP.,
an Alabama Corporation
and
HANK'S ACQUISITION CORP.,
a Delaware Corporation
In accordance with the provisions of Sections 10-2B-11.05 and
10-2B-11.07 of the revised Alabama Business Corporation Act, Hank's Acquisition
Corp., an Alabama corporation, and Hank's Acquisition Corp., a Delaware
corporation, adopt the following Articles of Merger for the purpose of merging
Hank's Acquisition Corp., a Delaware corporation, into Hank's Acquisition Corp.,
an Alabama corporation;
1. The law of the State of Delaware permits such merger.
2. The name of the surviving corporation is Hank's Acquisition Corp.,
and it is to be governed by the laws of the State of Alabama.
3. The plan of merger approved by the corporations is as set forth in
the Agreement and Plan of Merger which is attached hereto as Schedule I, and
made a part hereof.
4. Hank's Acquisition Corp., an Alabama corporation, has issued and
outstanding 100 shares of its Common Stock, par value $0.01 per share, each of
which was entitled to one vote with respect to the plan of merger. Hank's
Acquisition Corp., a Delaware corporation, has issued and outstanding 3,000
shares of its common stock, par value $0.001 per share, each of which was
entitled to one vote with respect to the plan of merger.
5. The sole shareholder of Hank's Acquisition Corp., an Alabama
corporation, holding 100 shares of the Common Stock, approved said plan of
merger by action by written consent in lieu of a meeting. The sole stockholder
of Hank's Acquisition Corp., a Delaware corporation, holding 3,000 shares of its
Common Stock, approved the said plan of merger by an action by written consent
in lieu of a meeting.
6. In accordance with Section 10-2B-11.05 of the Alabama Business
Corporation Act, the Articles of Incorporation of Hank's Acquisition Corp., an
Alabama corporation, are filed with the Montgomery County Judge of Probate and
with the Secretary of State of Alabama.
IN WITNESS WHEREOF, each of the corporations has duly caused these
Articles of Merger to be executed by its respective duly authorized officers as
of this 31st day of August, 1998.
HANK'S ACQUISITION CORP.
an Alabama Corporation
By: /s/ Joshua T. Gaines.
------------------------------------
Joshua T. Gaines
Its Vice President
HANK'S ACQUISITION CORP.
a Delaware Corporation
By: /s/ Joshua T. Gaines.
------------------------------------
Joshua T. Gaines
Its Vice President
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STATE OF COLORADO )
)
COUNTY OF ARAPAHOE )
Before me, the undersigned authority in and for said County in said
State, personally appeared Joshua T. Gaines, who is known to me and who, being
first duly sworn, does depose and say that he is the Vice President of Hank's
Acquisition Corp., an Alabama corporation; that he signed the foregoing Articles
of Merger as Vice President of said corporation and with full authority; and
that the statements made in the foregoing Articles of Merger are true and
correct.
/s/ J. T. Gaines
----------------------------------------
Joshua T. Gaines
Subscribed and sworn to before me on this 28th of August, 1998, in
witness whereof I hereunto subscribe my name and attach the seal of my office.
/s/ Elaine Roberts
----------------------------------------
Notary Public
[NOTARIAL SEAL] My commission expires: October 1, 2000
STATE OF COLORADO )
)
COUNTY OF ARAPAHOE )
Before me, the undersigned authority in and for said County in said
State, personally appeared Joshua T. Gaines, who is known to me and who, being
first duly sworn, does depose and say that he is the Vice President of Hank's
Acquisition Corp., a Delaware corporation; that he signed the foregoing Articles
of Merger as Vice President of said corporation and with full authority; and
that the statements made in the foregoing Articles of Merger are true and
correct.
/s/ J. T. Gaines
----------------------------------------
Joshua T. Gaines
Subscribed and sworn to before me on this 28th of August, 1998, in
witness whereof I hereunto subscribe my name and attach the seal of my office.
/s/ Elaine Roberts
----------------------------------------
Notary Public
[NOTARIAL SEAL] My commission expires: October 1, 2000
SCHEDULE I
AGREEMENT
and
PLAN OF MERGER
Between
HANK'S ACQUISITION CORP.
an Alabama corporation
and
HANK'S ACQUISITION CORP.
a Delaware corporation
Dated as of August 31, 1998
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
1.1. "Agreement" or "this Agreement"...................................... 2
1.2. "Effective Time of the Merger"....................................... 2
1.3. "Merger"............................................................. 2
1.4. "Surviving Corporation".............................................. 2
ARTICLE II.
CONSTITUENT AND SURVIVING CORPORATIONS; CAPITALIZATION;
MERGER; EFFECTIVE TIME
2.1. Constituent Corporations............................................. 2
2.2. Surviving Corporation................................................ 2
2.3. Capitalization of Constituent Corporations........................... 3
2.4. Merger............................................................... 3
ARTICLE III.
GOVERNING LAW; ARTICLES OF INCORPORATION; BYLAWS
3.1. Governing Law........................................................ 4
3.2. Articles of Incorporation............................................ 4
3.3. Bylaws............................................................... 4
ARTICLE IV.
BOARD OF DIRECTORS AND OFFICERS OF SURVIVING
CORPORATION
4.1. Board of Directors of Surviving Corporation.......................... 4
4.2. Officers of Surviving Corporation.................................... 4
ARTICLE V.
MANNER OF CONVERTING SHARES; CAPITALIZATION
5.1. Stock of Hank's-AL................................................... 5
5.2. Stock of Hank's-DE................................................... 5
ARTICLE VI.
EFFECT OF THE MERGER
6.1. Rights, Privileges, etc.............................................. 5
6.2 Employee Benefit Plans............................................... 5
6.3. Options, Warrants and Rights......................................... 6
6.4. Survival of Hank's-DE................................................ 6
6.5. Further Action....................................................... 6
ARTICLE VII.
TERMINATION
ARTICLE VIII.
AGREEMENT TO SERVICE OF PROCESS IN DELAWARE
ARTICLE IX.
MISCELLANEOUS PROVISIONS
9.1. Amendment and Modification; Waiver; Etc.............................. 7
9.2. Governing Law........................................................ 7
9.3. Successors and Assigns............................................... 7
9.4. Counterparts......................................................... 7
9.5. Headings............................................................. 7
9.6. Entire Agreement..................................................... 7
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AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER, dated as of August 31, 1998,
between HANK'S ACQUISITION CORP., an Alabama corporation (herein called
"Hank's-AL"), and HANK'S ACQUISITION CORP., a Delaware corporation (herein
called "Hank's-DE" and Hank's-AL and Hank's-DE being sometimes herein together
referred to as the "Constituent Corporations"),
WITNESSETH:
WHEREAS, all of the issued and outstanding capital stock of Hank's-AL
is owned by Careline, Inc., a Delaware corporation ("Careline"), and all of the
issued and outstanding capital stock of Hank's-DE is owned by Careline; and
WHEREAS, the sole directors of Hank's-AL and Hank's-DE, respectively,
deem it advisable for the general welfare and advantage of their respective
corporations and their respective sole shareholder and sole stockholder that
Hank's-DE merge with and into Hank's-AL pursuant to this Agreement and Plan of
Merger and pursuant to applicable law (such transaction being herein called the
"Merger"); and
WHEREAS, the respective sole directors of the Constituent Corporations
have approved this Agreement and Plan of Merger and have directed that this
Agreement and Plan of Merger be submitted to the sole stockholder or sole
shareholder, as the case may be, of each of the Constituent Corporations for
their approval;
NOW, THEREFORE, in consideration of the premises and the agreements
herein contained, and intending to be legally bound hereby, the parties hereto
hereby agree with each other that Hank's-DE shall be merged with and into
Hank's-AL as the surviving corporation in accordance with the applicable laws of
the States of Alabama and Delaware and that the terms and conditions of the
Merger and the mode of carrying it into effect are and shall be as follows:
ARTICLE I.
DEFINITIONS
In addition to the words and terms defined elsewhere herein, the words
and terms defined in this Article I shall, for all purposes of this Agreement
and Plan of Merger, have the meanings herein specified, unless the context
expressly or by necessary implication otherwise requires:
I.1. "Agreement" or "this Agreement" shall mean this Agreement and
Plan of Merger as the same may be supplemented or amended from time to time;
I.2. "Effective Time of the Merger" shall have the meaning specified
in Section 2.4 of this Agreement;
1.3. "Merger" shall mean the merger of Hank's-DE with and into
Hank's-AL in accordance with this Agreement and applicable law; and
I.4. "Surviving Corporation" shall mean Hank's-AL and its successors
and assigns, as provided in Section 2.2 of this Agreement.
ARTICLE II.
CONSTITUENT AND SURVIVING CORPORATIONS;
CAPITALIZATION; MERGER; EFFECTIVE TIME
II.1. Constituent Corporations. The names of the corporations which
are the constituent corporations to the Merger are Hank's Acquisition Corp., an
Alabama corporation, and Hank's Acquisition Corp., a Delaware corporation.
II.2. Surviving Corporation. The surviving corporation is and will be
Hank's Acquisition Corp., an Alabama corporation.
III.3. Capitalization of Constituent Corporations.
(a) Hank's-AL. Immediately prior to the Effective Time of the Merger,
Hank's-AL shall have authorized 3,000 shares of Common Stock, par value $0.01
per share (herein called "Hank's-AL Common Stock"), of which 100 shares shall be
issued and outstanding and zero shares shall be owned by Hank's-AL and held as
treasury stock. The holder of the shares of Hank's-AL Common Stock is entitled
to vote with respect to the Merger.
(b) Hank's-DE. Immediately prior to the Effective Time of the Merger,
Hank's-DE shall have authorized 3,000 shares of Common Stock, par value $0.001
per share (herein called "Hank's-DE Common Stock"), of which 3,000 shares shall
be issued and outstanding and zero shares shall be owned by Hank's-DE and held
as treasury stock. The holder of the shares of Hank's-DE Common Stock is
entitled to vote with respect to the Merger.
II.4. Merger. Subject to the terms and conditions of this Agreement,
in accordance with the provisions of the Alabama Business - Corporation Act and
the General Corporation Law of the State of Delaware, Hank's-DE shall be merged
with and into Hank's-AL, which shall be the Surviving Corporation.
The Merger shall not become effective until, and shall become
effective upon, the happening of all of the following:
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(i) The filing of this Agreement, properly certified, executed and
acknowledged by each of the Constituent Corporations after the adoption and
approval of this Agreement by the sole stockholder or sole shareholder of
each thereof, or the filing of an executed certificate of merger, with the
Secretary of State of the State of Delaware, who shall transmit a copy of
such Agreement or certificate of merger, as the case may be, for
recordation in the Office of the Recorder of Deeds of Kent County,
Delaware.
(ii) The filing of executed articles of merger (herein called the
"Alabama Articles of Merger") with the Secretary of State of the State of
Alabama in accordance with Sections 10-2B-11.05 and 10-2B-11.07 of
the Code of Alabama of 1975, or the successor provisions thereto, as the
case may be.
The time when the Merger shall become effective is herein called the
"Effective Time of the Merger."
ARTICLE III.
GOVERNING LAW;
ARTICLES OF INCORPORATION;
BYLAWS
III.1. Governing Law. Hank's-AL, as the Surviving Corporation, shall
be governed by the laws of the State of Alabama.
III.2. Articles of Incorporation. The articles of incorporation of
Hank's-AL, attached hereto as Exhibit A shall be the articles of incorporation
of the Surviving Corporation from and after the Effective Time of the Merger
until amended or restated as therein or by law provided.
III.3. Bylaws. The bylaws of Hank's-AL as in effect immediately prior
to the Effective Time of the Merger shall continue in force and be the bylaws of
the Surviving Corporation after the Effective Time of the Merger until amended
as therein or by law provided.
ARTICLE IV.
BOARD OF DIRECTORS AND OFFICERS
OF SURVIVING CORPORATION
IV.l. Board of Directors of Surviving Corporation. From and after the
Effective Time of the Merger and until the annual meeting of shareholders of
Hank's-AL next following the Effective Time of the Merger, and thereafter until
their successors shall have been duly elected and qualify, the members of the
Board of Directors of the Surviving Corporation shall be the members of the
Board of Directors of Hank's-DE immediately prior to the Effective Time of the
Merger.
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IV.2. Officers of Surviving Corporation. From and after the Effective
Time of the Merger and until their successors shall have been duly elected and
qualify or until their earlier resignation or removal, the officers of the
Surviving Corporation shall be the officers of Hank's-DE immediately prior to
the Effective Time of the Merger.
ARTICLE V.
MANNER OF CONVERTING SHARES; CAPITALIZATION
V.1. Stock of Hank's-AL. At the Effective Time of the Merger, each
share of Hank's-AL Common Stock issued and outstanding immediately prior to the
merger, including, without limitation, each share, if any, of Hank's-AL Common
Stock held as treasury stock, shall be automatically converted into and become,
without further action by the holder thereof, one share of Common Stock of the
Surviving Corporation. As of and after the Effective Time of the Merger, each
outstanding certificate which prior to the Effective Time of the Merger
represented shares of Hank's-AL Common Stock shall be deemed for all purposes to
evidence ownership of, and to represent an equal number of, shares of Common
Stock of the Surviving Corporation.
V.2. Stock of Hank's-DE. Upon the Effective Time of the Merger, by
virtue of the merger and without any action on the part of the holder thereof,
each share of Hank's-DE Common Stock issued and outstanding immediately prior
thereto shall be canceled.
ARTICLE VI.
EFFECT OF THE MERGER
VI.1. Rights, Privileges, etc. At the Effective Time, Hank's-AL,
without further act, deed or other transfer, shall retain or succeed to, as the
case may be, and possess and be vested with, all rights, privileges, immunities,
powers, franchises and authority, of a public as well as of a private nature of
the Constituent Corporations; all property of every description and every
interest therein and all debts and other obligations of or belonging to or due
to the Constituent Corporations on whatever account shall thereafter be taken
and deemed to be held by or transferred to, as the case may be, or vested in
Hank's-AL without further act or deed; title to any real estate, or any interest
therein, vested in the Constituent Corporations shall not revert or in any way
be impaired by reason of the Merger; and all of the rights of creditors of the
Constituent Corporations shall be preserved unimpaired, and all liens upon the
property of the Constituent Corporations shall be preserved unimpaired, and such
debts, liabilities, obligations and duties of the Constituent Corporations shall
thenceforth, remain with or attach to, as the case may be, Hank's-AL and may be
enforced against it to the same extent as if all such debts, liabilities,
obligations and duties had been incurred or contracted by it.
4
VI.2. Employee Benefit Plans. At the Effective Time of the Merger,
Hank's-AL will automatically assume all obligations of Hank's-DE under any and
all employee benefit plans in effect as of the Effective Time of the Merger or
with respect to which employee rights or accrued benefits are outstanding as of
the Effective Time of the Merger.
VI.3. Options, Warrants and Rights. Each outstanding option, warrant
or right to acquire shares of Hank's-DE Common Stock which are not exercised
prior to the Effective Time shall, at the Effective Time, be converted into the
right to receive the same number of shares of Hank's-AL Common Stock subject to
the terms, conditions and provisions for adjustment to which such options,
warrants or rights were previously subject.
VI.4. Survival of Hank's-DE. At the Effective Time of the Merger, the
separate corporate existence of Hank's-DE shall cease, except insofar as it may
be continued by statute, and it shall be merged with and into Hank's-AL, the
Surviving Corporation, with the effects set forth in the Alabama Business
Corporation Act and the General Corporation Law of the State of Delaware.
VI.5. Further Action. Hank's-DE shall, to the extent permitted by law,
from time to time, as and when requested by the Surviving Corporation or by its
successors or assigns, execute and deliver, or cause to be executed and
delivered, all such deeds and instruments and take, or cause to be taken, such
further or other action as the Surviving Corporation may deem necessary or
desirable in order to vest in and confirm to the Surviving Corporation title to
and possession of any property of said corporation acquired or to be acquired by
reason or as a result of the Merger and otherwise to carry out the intent and
purposes of this Agreement, and the proper officers and directors of Hank's-DE
and of the Surviving Corporation are hereby authorized, in the name of Hank's-AL
or Hank's-DE or otherwise, to take any and all such action.
ARTICLE VII.
TERMINATION
This Agreement may be terminated and the Merger abandoned at any time
prior to the Effective Time of the Merger, whether before or after approval of
this Agreement by the sole shareholder or sole stockholder, as the case may be,
of any of the Constituent Corporations, by resolution of the sole director of
any of the Constituent Corporations, if any circumstances develop which in the
opinion of such sole director make proceeding with the Merger inadvisable. In
the event of such termination and abandonment, this Agreement shall become void
and have no effect, without any liability on the part of any of the Constituent
Corporations or their stockholders or shareholders, directors, or officers with
respect thereto.
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ARTICLE VIII.
AGREEMENT TO SERVICE OF PROCESS IN DELAWARE
The Surviving Corporation agrees that it may be served with process in
the State of Delaware in any proceeding for enforcement of any obligation of
Hank's-DE and in any proceeding for enforcement of the rights of a dissenting
stockholder of Hank's-DE against the Surviving Corporation, and hereby
irrevocably appoints the Secretary of State of the State of Delaware as its
agent to accept service of process in such proceeding. Such agreement shall be
contained in the Delaware Certificate of Merger.
ARTICLE IX.
MISCELLANEOUS PROVISIONS
IX.1. Amendment and Modification; Waiver; Etc. The parties hereto, by
mutual agreement in writing approved by their respective sole directors, or
their respective officers authorized by their respective sole directors, may
amend, modify and supplement this Agreement in any respect.
IX.2. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Alabama, except to the extent the
corporate laws of the State of Delaware shall apply to Hank's-DE.
IX.3. Successors and Assigns. This Agreement and all of the provisions
hereof shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns.
IX.4. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IX.5. Headings. The headings of the Sections and Articles of this
Agreement are inserted for convenience only and shall not constitute a part
hereof.
IX.6. Entire Agreement. This Agreement, including the other documents
referred to herein which form a part hereof, contains the entire understanding
of the parties hereto with respect to the subject matter contained herein. There
are no restrictions, promises, warranties, covenants, or undertakings, other
than those expressly set forth herein. This Agreement supersedes all prior
agreements and understandings, whether oral or written, between the parties with
respect to such subject matter.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed on the date first above written.
HANK'S ACQUISITION CORP.,
an Alabama corporation
By: /s/ Joshua T. Gaines
------------------------------------
Joshua T. Gaines
Its Vice President
ATTEST:
By: /s/ Robert T. Allen
---------------------------------
Robert T. Allen
Its Assistant Secretary
HANK'S ACQUISITION CORP.,
an Alabama corporation
By: /s/ Joshua T. Gaines
------------------------------------
Joshua T. Gaines
Its Vice President
ATTEST:
By: /s/ Robert T. Allen
---------------------------------
Robert T. Allen
Its Assistant Secretary
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CERTIFICATE OF THE ASSISTANT SECRETARY OF
HANK'S ACQUISITION CORP.
I, Robert T. Allen, as Assistant Secretary of Hank's Acquisition
Corp., an Alabama corporation, do hereby certify under the seal of said
corporation that the foregoing Agreement and Plan of Merger of Hank's
Acquisition Corp., an Alabama corporation, and Hank's Acquisition Corp., a
Delaware corporation, was approved and adopted by the holder of all of shares of
Hank's Acquisition Corp., an Alabama corporation, by an action by written
consent of the sole shareholder of said corporation in lieu of a meeting
following its adoption by the sole director of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand in my capacity as
aforesaid, and have caused this certificate to be dated as of the 31 day of
August, 1998.
/s/ Robert T. Allen
----------------------------------------
Robert T. Allen
As Assistant Secretary of
Hank's Acquisition Corp.
an Alabama corporation
8
CERTIFICATE OF THE ASSISTANT SECRETARY OF
HANK'S ACQUISITION CORP.
I, Robert T. Allen, as Assistant Secretary of Hank's Acquisition
Corp., a Delaware corporation, do hereby certify under the seal of said
corporation that the foregoing Agreement and Plan of Merger of Hank's
Acquisition Corp., an Alabama corporation, and Hank's Acquisition Corp., a
Delaware corporation, was approved and adopted by the written consent of the
sole stockholder of Hank's Acquisition Corp., a Delaware corporation, following
its adoption by written consent of the sole director of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand in my capacity as
aforesaid, and have caused this certificate to be dated as of the 31 day of
August, 1998.
/s/ Robert T. Allen
----------------------------------------
Robert T. Allen
As Assistant Secretary of
Hank's Acquisition Corp.
a Delaware corporation
9