Exhibit 3.84
ARTICLES OF INCORPORATION
OF
HEMET VALLEY AMBULANCE SERVICE, INC.
KNOW ALL MEN BY THESE PRESENT that we, the undersigned, have this day
voluntarily associated ourselves together for the purpose of forming a
corporation under the laws of the State of California, and we hereby certify:
ARTICLE I:
The name of this corporation is HEMET VALLEY AMBULANCE SERVICE, INC.
ARTICLE II:
The corporation's purposes are:
(a) The specific business in which the corporation is primarily to engage,
is the vehicular transport of sick and/or injured persons;
(b) To engage in any one or more businesses or transactions which the Board
of Directors of this corporation may from time to time authorize or approve,
whether related or unrelated to the business described in (a) above or to any
other business then or theretofor done by this corporation;
(c) To exercise any and all rights and powers which a corporation may now
or hereafter exercise;
(d) To act as principal, agent, joint venturer, partner or in any other
capacity which may be authorized or approved by the Board of Directors of this
corporation; and
(e) To transact business in the State of California or in any other
jurisdiction of the United State of America or elsewhere in the world.
The foregoing statement of purposes shall be construed as a statement of
both purposes and powers, and the purposes and powers in each clause shall,
except where otherwise expressed, be in no wise limited or restricted by
reference to or inference from the terms or provisions of any other clause but
shall be regarded as independent purposes and powers.
ARTICLE 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 Riverside
County.
ARTICLE IV:
The number of directors of the corporation is three. The names and
addresses of the persons who are appointed as first directors are:
GARY L. FRITZINGER 25670 Las Flores
Hemet, California 92343
MAXIE HYMAS 27091 Val Dean Way
Hemet, California 92343
HILLAS F. COLE 44313 Acacia Avenue
Hemet, California 92343
ARTICLE V:
The corporation is authorized to issue only one class of shares of stock.
The total number of shares that the corporation is authorized to issue is 2,000
shares. The aggregate par value of the shares is $200,000.00 and the par value
of each share is $100.00. No distinction shall exist between the shares of the
corporation or between the holders thereof.
- - - - - - -
ARTICLE VI:
(a) Before there can be a valid sale or transfer of any of the shares of
this corporation by the holders thereof, the holder of the shares to be sold or
transferred shall first give notice, in writing, to the secretary of this
corporation of his intention to sell or transfer such shares. Said notice shall
specify the number of shares to be sold or transferred, the price per share, and
the terms upon which such holder intends to make such sale or transfer. The
secretary shall, within five days thereafter, mail or deliver a copy of said
notice to each of the other shareholders of record of this corporation. Such
notice may be delivered to such shareholders personally, or may be mailed to the
last known address of such shareholders, as the same may appear on the books of
this corporation. Within ten days after mailing or delivering of said notice to
said shareholders, any such shareholder or shareholders desiring to acquire any
part or all of the shares referred to in said notice shall deliver by mail or
otherwise to the secretary of this corporation a written offer or offers,
expressed to be acceptable immediately, to purchase the specified number or
numbers of such shares at the price and upon the terms stated in said notice,
accompanied by the purchase price therefor with authorization to pay such
purchase price against delivery of said shares.
If the total number of shares specified in such offers exceeds the number
of shares referred to in said notice, each offering shareholder shall be
entitled to purchase such proportion of the shares referred to in said notice to
the secretary, as the number of shares of this
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corporation, which he holds, bears to the total number of shares held by all
such shareholders desiring to purchase the shares referred to in said notice to
the secretary.
If all of the shares referred to in said notice to the secretary are not
disposed under such apportionment, each shareholder desiring to purchase shares
in a number in excess of his proportionate share, as provided above, shall be
entitled to purchase such proportion of those shares which remain thus
undisposed of, as the total number of shares which he holds bears to the total
number of shares held by all of the shareholders desiring to purchase shares in
excess of those to which they are entitled under such apportionment.
If one or more of the other shareholders offers to purchase in the
aggregate, within said ten-day period, less than all of the shares referred to
in said notice to the secretary, the shareholder desiring to sell or transfer
shall not be obligated to accept any such offer or offers from one or more of
the other shareholders and may dispose of all of the shares of stock referred to
in said notice, to any person or persons whomsoever; provided. however, that he
shall not sell or transfer such shares at a lower price or on terms more
favorable to the purchaser or transferee than those specified in said notice to
the secretary.
Any sale or transfer, or purported sale or transfer, of the shares of said
corporation shall be null and void unless the terms, conditions and provisions
of this Article VI are strictly observed and followed.
(b) Each shareholder or subscriber to shares of this corporation shall be
entitled to full preemptive or preferential rights, as such rights have been
heretofore defined at common law, to purchase and/or subscribe for his
proportionate part of any shares which may be issued at any time by this
corporation.
IN WITNESS WHEREOF, the undersigned, constituting the incorporators and
first directors of this corporation, have executed these Articles of
Incorporation on this 6th day of July, 1973.
/s/ Garry L. Fritzinger
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GARY L. FRITZINGER
/s/ Maxie Hymas
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MAXIE HYMAS
/s/ Hillas F. Cole
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HILLAS F. COLE
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STATE OF CALIFORNIA )
: ss
COUNTY OF RIVERSIDE )
On July 6, 1973, before me, a Notary Public in and for said County and
State, personally appeared GARY L. FRITZINGER, MAXIE HYMAS, AND HILLAS F. COLE,
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/ Elizabeth L. Domenigen
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Notary Public in and for County and State