Exhibit 3.85
BY-LAWS
of
HEMET VALLEY AMBULANCE SERVICE, INC.
a California corporation
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ARTICLE I
SHAREHOLDERS' MEETING
Section 1. Place of Meetings.
All meetings of the shareholders shall be held at the office of the
corporation, in the state of California, or at some other appropriate and
convenient location as may be designated for that purpose from time to time by
the Board of Directors.
Section 2. Annual Meetings.
The annual meeting of the shareholders shall be held, each year, at
the time and on the day following:
Time of Meeting: 10:00 A.M.
Date of Meeting: 15th day of May
If this day shall be a legal holiday, then the meeting shall be held on the next
succeeding business day, at the same hour. At the annual meeting, the
shareholders shall elect a Board of Directors, consider reports of the affairs
of the corporation and transact such other business as may properly be brought
before the meeting.
Section 3. Special Meetings.
Special meetings of the shareholders for any purpose or purposes may
be called at any time by the president, a vice-president, the secretary, an
assistant secretary, or by the Board of Directors, or by one or more
shareholders holding not less than one-fifth (1/5) of the voting power of the
corporation. Upon request in writing by registered mail to the president, a
vice-president, the secretary or an assistant secretary, directed to such
officers at the principal office of the corporation, in California, or delivered
to such officer in person by any person entitled to call a meeting of
shareholders, it shall be the duty of such officer forthwith to cause notice to
be given to the shareholders entitled to vote of a meeting to be held at such
time as such officer may fix not less than ten nor more than sixty days after
the receipt of such request. If such notice shall not be given within seven days
after the date of mailing or date of delivery of such request, the
person or persons calling the meeting may fix the time of meeting and give
notice thereof in the manner provided by these By-laws.
Section 4. Notice of Meetings.
Notices of meetings, annual or special, shall be given in writing to
shareholders entitled to vote by the secretary or the assistant secretary, or if
there be no such officer, or in the case of his neglect or refusal, by any
director or shareholder.
Such notices shall be sent to the shareholder's address appearing on
the books of the corporation, or supplied by him to the corporation for the
purpose of notice, but not less than seven days before such meeting.
Notice of any meeting of shareholders shall specify the place, the day
and the hour of meeting, and in case of special meeting, as provided by the
Corporations Code of California, the general nature of the business to be
transacted.
If a shareholder supplies no address, notice shall be deemed to have
been given to him if mailed to the place where the principal office of the
company, in California, is situated, or published at least once in some
newspaper of general circulation in the County of said principal office. Such
notice shall specify the place, the day and hour of the meeting, and in the case
of special meetings, the general nature of the business to be transacted.
When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in case of an original meeting. Save, as
aforesaid, it shall not be necessary to give any notice of the adjournment or of
the business to be transacted at an adjourned meeting other than by announcement
at the meeting at which such adjournment is taken.
Section 5. Consent to Shareholders' Meetings.
The transactions of any meeting of shareholders, however called and
noticed, shall be valid as though had at a meeting duly held after regular call
and notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each of the shareholders entitled to vote, not
present in person or by proxy, sign a written waiver of notice, or a consent to
the holding of such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.
Section 6. Shareholders Acting Without A Meeting.
Any action which may be taken at a meeting of the shareholders, may be
taken without a meeting if authorized by a writing signed by all of the
shareholders entitled to vote at a meeting for such purpose, and filed with the
secretary of the corporation.
Section 7. Quorum.
The holders of a majority of the shares entitled to vote thereat,
present in person, or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by law, by the Articles of Incorporation,
or by these By-laws. If, however, such majority shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person, or by proxy, shall have the power to adjourn
the meeting from time to time, until the requisite amount of voting shares shall
be present. At such adjourned meeting at which the
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requisite amount of voting shares shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 8. Voting Rights; Cumulative Voting.
Only persons in whose names shares entitled to vote stand on the stock
records of the corporation on the day of any meeting of shareholders, unless
some other day be fixed by the Board of Directors for the determination of
shareholders of record, and then on such other day, shall be entitled to vote at
such meeting.
Every shareholder entitled to vote at any election for directors of
any corporation for profit may cumulate his votes and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which his shares are entitled, or distribute his votes on the
same principle among as many candidates as he thinks fit.
The candidates receiving the highest number of votes up to the number
of directors to be elected are elected.
The Board of Directors may fix a time in the future not exceeding
thirty days preceding the date of any meeting of shareholders or the date fixed
for the payment of any dividend or distribution, or for the allotment of rights,
or when any change or conversion or exchange of shares shall go into effect, as
a record date for the determination of the shareholders entitled to notice of
and to vote at any such meeting, or entitled to receive any such dividend or
distribution, or any allotment of rights, or to exercise the rights in respect
to any such change, conversion or exchange of shares. In such case only
shareholders of record on the date so fixed shall be entitled to notice of and
to vote at such meeting, or to receive such dividends, distribution or allotment
of rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any share on the books of the company after any record date fixed as
aforesaid. The Board of Directors may close the books of the company against
transfers of shares during the whole or any part of such period.
Section 9. Proxies.
Every shareholder entitled to vote, or to execute consents, may do so,
either in person or by written proxy, executed in accordance with the provisions
of Section 2225 of the Corporations Code of California and filed with the
secretary of the corporation.
Section 10. Organization.
The president, or in the absence of the president, any vice-president,
shall call the meeting of the shareholders to order, and shall act as chairman
of the meeting. In the absence of the president and all of the vice-presidents,
shareholders shall appoint a chairman for such meeting. The secretary of the
company shall act as secretary of all meetings of the shareholders, but in the
absence of the secretary at any meeting of the shareholders, the presiding
officer may appoint any person to act as secretary of the meeting.
Section 11. Inspectors of Election.
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In advance of any meeting of shareholders the Board of Directors may,
if they so elect, appoint inspectors of election to act at such meeting or any
adjournments thereof. If inspectors of election be not so appointed, the
chairman of any such meeting may, and on the request of any shareholder or his
proxy shall, make such appointment at the meeting. The number of inspectors
shall be either one or three.
ARTICLE II
DIRECTORS; MANAGEMENT
Section 1. Powers.
Subject to the limitation of the Articles of Incorporation, of the
By-laws, and of the laws of the State of California as to action to be
authorized or approved by the shareholders, all corporate powers shall be
exercised by or under authority of, and the business and affairs of this
corporation shall be controlled by, a Board of Directors.
Section 2. Number and Qualification.
The authorized number of directors of the corporation shall be as
follows: Three (3) directors.
Section 3. Election and Tenure of Office.
The directors shall be elected by ballot at the annual meeting of the
shareholders, to serve for one year or until their successors are elected and
have qualified. Their term of office shall begin immediately after election.
Section 4. Vacancies.
Vacancies in the Board of Directors may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining director,
and each director so elected shall hold office until his successor is elected at
an annual meeting of shareholders or at a special meeting called for that
purpose.
The shareholders may at any time elect a director to fill any vacancy
not filled by the directors, and may elect the additional directors at the
meeting at which an amendment of the By-laws is voted authorizing an increase in
the number of directors.
A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any director, or if the shareholders shall increase
the authorized number of directors but shall fail at the meeting at which such
increase is authorized, or at an adjournment thereof, to elect the additional
director so provided for, or in case the shareholders fail at any time to elect
the full number of authorized directors.
If the Board of Directors accepts the resignation of a Director
tendered to take effect at a future time, the Board, or the shareholders, shall
have power to elect a successor to take office when the resignation shall become
effective.
No reduction of the number of directors, shall have the effect of
removing any director prior to the expiration of his term of office.
Section 5. Removal of Directors.
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The entire Board of Directors or any individual director may be
removed from office as provided by Section 810 of the Corporations Code of the
State of California.
Section 6. Place of Meetings.
Meetings of the Board of Directors shall be held at the office of the
corporation in the State of California, as designated for that purpose, from
time to time, by resolution of the Board of Directors or written consent of all
of the members of the Board. Any meeting shall be valid, wherever held, if held
by the written consent of all members of the Board of Directors, given either
before or after the meeting and filed with the Secretary of the corporation.
Section 7. Organization Meetings.
The organization meetings of the Board of Directors shall be held
immediately following the adjournment of the annual meetings of the
shareholders.
Section 8. Other Regular Meetings.
Regular meetings of the Board of Directors shall be held at the
corporate offices, or such other place as may be designated by the Board of
Directors, as follows:
Time of Regular Meeting: 10:00 A.M.
Date of Regular Meeting 15th day of each month.
If said day shall fall upon a holiday, such meetings shall be held on the next
succeeding business day thereafter. No notice need be given of such regular
meetings.
Section 9. Special Meetings - Notices.
Special meetings of the Board of Directors for any purpose or purposes
shall be called at any time by the president or if he is absent or unable or
refuses to act, by any vice-president or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to the directors or sent to each director by letter or by
telegram, charges prepaid, addressed to him at his address as it is shown upon
the records of the corporation, or if it is not so shown on such records or is
not readily ascertainable, at the place in which the meetings of the directors
are regularly held. In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph company in the
place in which the principal office of the corporation is located at least
forty-eight (48) hours prior to the time of the holding of the meeting. In case
such notice is delivered as above provided, it shall be so delivered at least
twenty-four (24) hours prior to the time of the holding of the meeting. Such
mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such director.
Section 10. Waiver of Notice.
When all of the directors are present at any directors' meeting,
however called or noticed, and sign a written consent thereto on the records of
such meeting, or, if a majority of the directors are present, and if those not
present sign in writing a waiver of notice of such meeting, whether prior to or
after the holding of such meeting, which said waiver shall be filed with the
Secretary of the corporation, the transactions thereof are as valid as if had at
a meeting regularly called and noticed.
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Section 11. Directors Acting Without a Meeting by Unanimous Written Consent.
Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting and with the same force and effect as if taken by
a unanimous vote of directors, if authorized by a writing signed by all members
of the board. Such consent shall be filed with the regular minutes of the board.
Section 12. Notice of Adjournment.
Notice of the time and place of holding an adjourned meeting need not
be given to absent directors if the time and place be fixed at the meeting
adjourned.
Section 13. Quorum.
A majority of the number of directors as fixed by the Articles of
Incorporation or By-laws shall be necessary to constitute a quorum for the
transaction of business, and the action of a majority of the directors present
at any meeting at which there is a quorum, when duly assembled, is valid as a
corporate act; provided that a minority of the directors, in the absence of a
quorum, may adjourn from time to time, but may not transact any business.
Section 14. Compensation of Directors.
Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board a fixed sum and expense of attendance,
if any, may be allowed for attendance at each regular and special meeting of the
Board; provided that nothing herein contained shall be construed to preclude any
director from serving the company in any other capacity and receiving
compensation therefor.
Section 15. Executive Committee.
An executive committee may be appointed by resolution passed by a
majority of the whole Board. The executive committee shall be composed of
members of the Board, and shall have such powers as may be expressly delegated
to it by resolution of the Board of Directors. It shall act only in the
intervals between meetings of the Board and shall be subject at all times to the
control of the Board of Directors.
ARTICLE III
OFFICERS
Section 1. Officers.
The officers of the corporation shall be a president, a
vice-president, a secretary and a treasurer. The corporation may also have, at
the discretion of the Board of Directors, a chairman of the board, one or more
additional vice-presidents, one or more assistant secretaries, one or more
assistant treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article. One person may hold two or
more offices, except those of president and secretary.
Section 2. Election.
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The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 3 or Section 5 of this
Article shall be chosen annually by the Board of Directors, and each shall hold
his office until he shall resign or shall be removed or otherwise disqualified
to serve, or his successor shall be elected and qualified.
Section 3. Subordinate Officers, Etc.
The Board of Directors may appoint such other officers as the business
of the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the By-laws or as
the Board of Directors may from time to time determine.
Section 4. Removal and Resignation.
Any officer may be removed, either with or without cause, by a
majority of the directors at the time in office, at any regular or special
meeting of the Board, or, except in case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors.
Any officer may resign at any time by giving written notice to the
Board of Directors, or to the president, or to the secretary of the corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
the By-laws for regular appointments to such office.
Section 6. Chairman of the Board.
The Chairman of the Board, if there shall be such an officer, shall,
if present, preside at all meetings of the Board of Directors, and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by the By-laws.
Section 7. President.
Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such an officer,
the President shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation. He shall
preside at all meetings of the shareholders and in the absence of the Chairman
of the Board, or if there be none, at all meetings of the Board of Directors. He
shall be ex officio a member of all the standing committees, including the
executive committee, if any, and shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the By-laws.
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Section 8. Vice-President.
In the absence or disability of the president, the vice-presidents, in
order of their rank as fixed by the Board of Directors, or if not ranked, the
vice-president designated by the Board of Directors, shall perform all the
duties of the president, and when so acting shall have all the powers of, and be
subject to, all the restrictions upon, the president. The vice-presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the By-laws.
Section 9. Secretary.
The secretary shall keep, or cause to be kept, a book of minutes at
the principal office or such other place as the Board of Directors may order, of
all meetings of Directors and Shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof
given, the names of those present at directors' meetings, the number of shares
present or represented at shareholders' meetings and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal office
or at the office of the corporation's transfer agent, a share register, or
duplicate share register, showing the names of the shareholders and their
addresses; the number and classes of shares held by each; the number and date of
certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board of Directors required by the
By-laws or by law to be given, and he shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the By-laws.
Section 10. Treasurer.
The treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares. Any
surplus, including earned surplus, paid-in surplus and surplus arising from a
reduction of stated capital, shall be classified according to source and shown
in a separate account. The books of account shall at all reasonable times be
open to inspection by any director.
The treasurer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositaries as may be designated
by the Board of Directors. He shall disburse the funds of the corporation as may
be ordered by the Board of Directors, shall render to the president and
directors, whenever they request it, an account of all of his transactions as
treasurer and of the financial condition of the corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors or the By-laws.
ARTICLE IV
CORPORATE RECORDS AND REPORTS -- INSPECTION
Section 1. Records.
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The corporation shall maintain adequate and correct accounts, books
and records of its business and properties. All of such books, records and
accounts shall be kept at its principal place of business in the State of
California, as fixed by the Board of Directors from time to time.
Section 2. Inspection of Books and Records.
All books and records provided for in Section 3003 of the Corporations
Code of California shall be open to inspection of the directors and shareholders
from time to time and in the manner provided in said Section 3003.
Section 3. Certification and Inspection of By-laws.
The original or a copy of these By-laws, as amended or otherwise
altered to date, certified by the Secretary, shall be open to inspection by the
shareholders of the company, as provided in Section 502 of the Corporations Code
of California.
Section 4. Checks, Drafts, Etc.
All checks, drafts or other orders for payment of money, notes or
other evidences of indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or persons and in such
manner as shall be determined from time to time by resolution of the Board of
Directors.
Section 5. Contracts, Etc. -- How Executed.
The Board of Directors, except as in the By-laws otherwise provided,
may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation. Such authority may be general or confined to specific instances.
Unless so authorized by the Board of Directors, no officer, agent or employee
shall have any power or authority to bind the corporation by any contract or
engagement, or to pledge its credit, or to render it liable for any purpose or
to any amount.
Section 6. Annual Report.
The Board of Directors shall cause an annual report or statement to be
sent to the shareholders of this corporation not later than 120 days after the
close of the fiscal or calendar year in accordance with the provisions of
Sections 3006 - 3010 of the Corporations Code of the State of California.
ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES
Section 1. Certificates for Shares.
Certificates for shares shall be of such form and device as the Board
of Directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; the par value, if any, or a statement that such shares
are without par value; a statement of the rights, privileges, preferences and
restrictions, if any; a statement as to the redemption or conversion, if any; a
statement of
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liens or restrictions upon transfer or voting, if any; if the shares be
assessable or, if assessments are collectible by personal action, a plain
statement of such facts.
Every certificate for shares must be signed by the President or a
Vice-President and the Secretary or an Assistant Secretary or must be
authenticated by facsimiles of the signatures of the President and Secretary or
by a facsimile of the signature of its President and the written signature of
its Secretary or an Assistant Secretary. Before it becomes effective every
certificate for shares authenticated by a facsimile of a signature must be
countersigned by a transfer agent or transfer clerk and must be registered by an
incorporated bank or trust company, either domestic or foreign, as registrar of
transfers.
Section 2. Transfer on the Books.
Upon surrender to the Secretary or transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
Section 3. Lost or Destroyed Certificates.
Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmation of that fact and advertise the same in
such manner as the Board of Directors may require, and shall if the directors so
require give the corporation a bond of indemnity, in form and with one or more
sureties satisfactory to the Board, in at least double the value of the stock
represented by said certificate, whereupon a new certificate may be issued in
the same tenor and for the same number of shares as the one alleged to be lost
or destroyed.
Section 4. Transfer Agents and Registrars.
The Board of Directors may appoint one or more transfer agents or
transfer clerks, and one or more registrars, which shall be an incorporated bank
or trust company -- either domestic or foreign, who shall be appointed at such
times and places as the requirements of the corporation may necessitate and the
Board of Directors may designate.
Section 5. Closing Stock Transfer Books.
The Board of Directors may close the transfer books in their
discretion for a period not exceeding thirty days preceding any meeting, annual
or special, of the shareholders, or the day appointed for the payment of a
dividend.
Section 6. Legend Condition.
In the event any shares of this corporation are issued pursuant to a
permit or exemption therefrom requiring the imposition of a legend condition the
person or persons issuing or transferring said shares shall make sure said
legend appears on the certificate and on the stub relating thereto in the stock
record book and shall not be required to transfer any shares free of such legend
unless an amendment to such permit or a new permit be first issued so
authorizing such a deletion.
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ARTICLE VI
CORPORATE SEAL
The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the corporation, the date of its incorporation, and the word
California.
ARTICLE VII
AMENDMENTS TO BY-LAWS
Section 1. By Shareholders.
New By-laws may be adopted or these By-laws may be repealed or amended
at their annual meeting, or at any other meeting of the shareholders called for
that purpose, by a vote of shareholders entitled to exercise a majority of the
voting power of the corporation, or by written assent of such shareholders.
Section 2. Powers of Directors.
Subject to the right of the shareholders to adopt, amend or repeal
By-laws, as provided in Section 1 of this Article VII, the Board of Directors
may adopt, amend or repeal any of these By-laws other than a By-law or amendment
thereof changing the authorized number of directors.
Section 3. Record of Amendments.
Whenever an amendment or new By-law is adopted, it shall be copied in
the book of By-laws with the original By-laws, in the appropriate place. If any
By-law is repealed, the fact of repeal with the date of the meeting at which the
repeal was enacted or written assent was filed shall be stated in said book.
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CERTIFICATE OF ADOPTION OF BY-LAWS OF
a California corporation.
Adoption by Board of Directors.
The undersigned, being all of the persons appointed in the Articles of
Incorporation to act as the first Board of Directors of the above named
corporation (or being their duly appointed successors) hereby assent to the
foregoing By-laws, and adopt the same as the By-laws of said corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this 27th day of
July, 1973.
(Directors' Signatures)
)
/s/ Gary L. Fritzinger )
- --------------------------------- )
Name Gary L. Fritzinger )
)
/s/ Maxie Hymas )
- --------------------------------- )
Name Maxie Hymas )
)
/s/ Hillas F. Cole )
- --------------------------------- ) Directors.
Name Hillas F. Cole )
)
- --------------------------------- )
Name )
)
- --------------------------------- )
Name )
Certificate by Secretary of Adoption by Directors.
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting secretary of the
above named corporation and that the above and foregoing By-laws were adopted as
the By-laws of said corporation on the date set forth above by the persons
appointed in the Articles of Incorporation to act as the first directors of said
corporation, or their duly appointed successors.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1973.
/s/ Hillas F. Cole
-----------------------------------
Secretary Hillas F. Cole
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