Exhibit 3.94
ARTICLES OF INCORPORATION
OF
PINELLAS AMBULANCE SERVICE, INC.
The undersigned subscribers to these Articles of Incorporation, each a
natural person competent to contract, hereby associate themselves together to
form a corporation under the laws of the State of Florida.
ARTICLE I.
NAME
The name of this corporation is: PINELLAS AMBULANCE SERVICE, INC.
ARTICLE II.
NATURE OF BUSINESS
The general nature of the business to be transacted by this corporation
is: To engage in the invalid carriage service of transferring invalid people
between nursing homes, hospitals, clinics, etc., and in any activity or business
permitted under the laws of the United States and of this State.
ARTICLE III.
CAPITAL STOCK
The maximum number of shares of stock this corporation is authorized to
have outstanding at any one time is TEN THOUSAND (10,000) shares of common stock
having a nominal or par value of TEN CENTS ($.10) per share.
ARTICLE IV.
INITIAL CAPITAL
The amount of capital with which this corporation will begin business is
ONE THOUSAND ($1,000.00) DOLLARS.
ARTICLE V.
TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE VI.
ADDRESS
The initial post office address of the principal office of this
corporation in the State of Florida is 4756 Central Avenue, St. Petersburg,
Florida 33710. The Board of Directors may from time to time move the principal
office to any other address in Florida.
ARTICLE VII.
DIRECTORS
This corporation shall have three (3) Directors, initially. The number of
Directors may be increased or diminished from time to time by by-laws adopted by
the stockholders, but shall never be less than three (3).
ARTICLE VIII.
INITIAL DIRECTORS
The names and post office addresses of the members of the first Board of
Directors are:
NAME ADDRESS
- ---- -------
Clarence Presley Foster, Jr. 2912 NE 18th Drive, Gainesville, Florida
Clinton Jackson Phillips, II 4756 Central Avenue, St. Petersburg, Florida
J. Emory Cross 215 NW 10th Avenue, Gainesville, Florida
ARTICLE IX.
SUBSCRIBERS
The name and post office address of each subscriber of these Articles of
Incorporation, the number of shares of stock each agrees to take and the value
of the consideration therefore are:
NAME ADDRESS SHARES CONSIDERATION
- ---- ------- ------ -------------
Clarence Presley 2912 NE 18th Drive 3,000 $ 300.00
Foster, Jr. Gainesville, Florida
Clinton Jackson 4756 Central Avenue 3,000 300.00
Phillips, II St. Petersburg, Fla.
ARTICLE X.
RESIDENT AGENT
J. EMORY CROSS is hereby designated as Resident Agent for the purpose of
accepting service of process upon this corporation and his street address is 215
NW 10th Avenue, Gainesville, Florida 32601.
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ARTICLE XI.
AMENDMENTS
These Articles of Incorporation may be amended in the manner provided by
law. Every amendment shall be approved at a stockholders meeting by a majority
vote of the Stock entitled to vote thereon.
IN WITNESS WHEREOF, the Subscribers hereto have signed these Articles of
Incorporation and affixed their seals this 7 day of September, 1972.
/s/ Clarence Presley Foster, Jr. (SEAL)
-----------------------------------
CLARENCE PRESLEY FOSTER, JR.
/s/ Clinton Jackson Phillips, II (SEAL)
-----------------------------------
CLINTON JACKSON PHILLIPS, II
STATE OF FLORIDA
COUNTY OF ALACHUA
I HEREBY CERTIFY that on this day, before me, a Notary Public duly
authorized in the State and County named above to take acknowledgements,
personally appeared CLARENCE PRESLEY FOSTER, JR., to me known to be the person
described as one of the Subscribers in and who executed the foregoing Articles
of Incorporation and acknowledged before me that he subscribed to those Articles
of Incorporation.
WITNESS my hand and official seal in the State and County named above this
7 day of September, 1972.
/s/ X
--------------------------------------------
Notary Public
My Commission Expires:
STATE OF FLORIDA
COUNTY OF ALACHUA
I HEREBY CERTIFY that on this day, before me, a Notary Public duly
authorized in the State and County named above to take acknowledgements,
personally appeared CLINTON JACKSON PHILLIPS, II, to me known to be the person
described as one of the Subscribers in and who executed the foregoing Articles
of Incorporation and acknowledged before me that he subscribed to those Articles
of Incorporation.
WITNESS my hand and official seal in the State and County named above this
7 day of September, 1972.
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/s/ X
--------------------------------------------
Notary Public
My Commission Expires:
ACCEPTANCE BY RESIDENT AGENT
I hereby accept the responsibilities designated to me as Resident Agent
for the above corporation.
Dated this 2 day of September, 1972.
/s/ J. Emory Cross
-----------------------------------
J. EMORY CROSS
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AMENDMENT TO ARTICLES OF INCORPORATION
OF
PINELLAS AMBULANCE SERVICE, INC.
I, the undersigned sole stockholder of PINELLAS AMBULANCE SERVICE, INC.,
whose Articles of Incorporation were filed with the Secretary of State of the
State of Florida on July 15, 1973, hereby manifest my intention that the
Articles of Incorporation be amended in accordance with the proposed Amendment
set forth herein, pursuant to the provisions of Section 607.181(4), Florida
Statutes; and I do hereby request the approval thereof by the Secretary of
State; and I do hereby certify that there are no other stockholders of PINELLAS
AMBULANCE SERVICE, INC.
The provisions of Article VII of the Articles of Incorporation are hereby
deleted in their entirety and the following inserted in lieu thereof:
VII.
BOARD OF DIRECTORS
The Board of Directors of this corporation shall consist of not less than
one (1) nor more than fifteen (15) members, the exact number of directors to be
fixed from time to time by the stockholders or the By-Laws. The business and
affairs of this corporation shall be managed by the Board of Directors, which
may exercise all such powers of this corporation and do all such lawful acts and
things as are not by law directed or required to be exercised or done only by
the stockholders. The transaction of business of the corporation by the Board of
Directors shall be governed by the provisions of the By-Laws of this
corporation. Directors need not be stockholders. The stockholders of this
corporation may remove any director from office at any time with or without
cause.
IN WITNESS WHEREOF, this Amendment to Articles of Incorporation of
Pinellas Ambulance Service, Inc., has been duly executed by the sole stockholder
of such corporation this 20 day of November, 1985.
/s/ Clarence P. Foster, Jr.
--------------------------------------------
CLARENCE P. FOSTER, JR.
THE FOREGOING AMENDMENT having been adopted in accordance with the
requirements of Chapter 607 of the Florida Statutes, the corporation has caused
its President and Secretary to execute on behalf of the corporation these
Articles of Amendment this 20 day of November, 1985.
ATTEST: PINELLAS AMBULANCE SERVICE. INC.
/s/ Rhonda S. Foster By: /s/ Clarence P. Foster, Jr.
- -------------------- ---------------------------
Rhonda S. Foster, Clarence P. Foster, Jr.,
Secretary President
STATE OF FLORIDA
COUNTY OF PINELLAS
THE FOREGOING INSTRUMENT was acknowledged before me this 20 day of
November, 1985, by CLARENCE P. FOSTER, JR., President, and RHONDA S. FOSTER,
Secretary, respectively, of PINELLAS AMBULANCE SERVICE, INC., a Florida
corporation, on behalf of such corporation.
/s/ X
------------------------------------------
NOTARY PUBLIC
My Commission Expires:
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
PINELLAS AMBULANCE SERVICE, INC.
Pursuant to Section 607.187 of the General Corporation Act of Florida, the
undersigned corporation adopts these Articles of Amendment to its Articles of
Incorporation:
FIRST: The name of the corporation is Pinellas Ambulance Service, Inc.
SECOND: The Certificate of Incorporation of this corporation is amended by
changing the article numbered "FIRST" so that, as amended, said article shall
read as follows:
"FIRST" The name of the corporation is Medic One Ambulance Service, Inc.
THIRD: The amendment of the Articles of Incorporation of the corporation
set forth above was adopted by the Board of Directors and approved by the
stockholders on February 5, 1987.
SIGNED This 5 day of February, 1987.
PINELLAS AMBULANCE SERVICE, INC.
By: /s/ Lee Cox
------------------------------
LEE COX, President
ATTEST:
/s/ Bettye D. Daugherty
- ------------------------------------
BETTYE D. DAUGHERTY, Secretary
STATE OF TENNESSEE )
COUNTY OF DAVIDSON )
I HEREBY CERTIFY that on this 5 day of February, 1987, before me a Notary
Public in and for Davidson County, Tennessee, Personally appeared Lee Cox and
Bettye D. Daugherty and acknowledged themselves to be President and Secretary,
respectively of Pinellas Ambulance Service, Inc. and that they executed the
foregoing Articles of Amendment to Articles of Incorporation of the corporation
as its President and Secretary.
Witness my hand and official seal in the county and state last aforesaid
this 5 day of February, 1987.
/s/ X
------------------------------------------
Notary Public
My Commission Expires: 12-19-89
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ARTICLES OF AMENDMENT
OF
MEDIC ONE AMBULANCE SERVICE, INC.
To the Department of State
State of Florida
Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act, the corporation hereinafter named (the "corporation") does
hereby adopt the following Articles of Amendment.
1. The name of the corporation is Medic One Ambulance Service, Inc.
2. Article I of the Articles of Incorporation of the corporation is hereby
amended so as henceforth to read as follows:
"ARTICLE I.
NAME
The name of this Corporation is: LifeFleet. Inc."
3. The date of adoption of the aforesaid amendment was October 11, 1990.
4. The designation of the voting group of shareholders entitled to vote on
the said amendment is all holders of issued and outstanding Common Stock.
5. The said number of votes cast for the said amendment by the said voting
group was sufficient for the approval thereof.
6. The effective time and date of these Articles of Amendment shall be the
date and time of filing.
Executed on October 11, 1990
Medic One Ambulance Service, Inc.
/s/ M. Theodore Inouye
-----------------------------------
M. Theodore Inouye,
Chief Financial Officer and Treasurer
WPN: 6703Q
ARTICLES OF AMENDMENT
OF
LIFEFLEET, INC.
To the Department of State
State of Florida
Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act, the corporation hereinafter named (the "Corporation") does
hereby adopt the following Articles of Amendment.
1. The name of the Corporation is LifeFleet, Inc.
2. Article I of the Articles of Incorporation of the Corporation is hereby
amended so as henceforth to read as follows:
"ARTICLE I.
NAME
The name of this Corporation is: LifeFleet Southeast, Inc."
3. A new Article XII is added to read as follows:
"ARTICLE XII.
LIABILITY OF DIRECTORS
The liability of the directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under Florida
law."
4. A new Article XIII is added to read as follows:
"ARTICLE XIII.
INDEMNIFICATION OF DIRECTORS
The Corporation is authorized to indemnify the directors and
officers of the Corporation to the fullest extent permissible under Florida
law."
5. The date of adoption of the aforesaid amendment was November 15, 1990.
6. The designation of the voting group of shareholders entitled to vote on
the said amendment is all holders of issued and outstanding common stock.
7. The said number of votes case for the said amendment by the said voting
group was sufficient for the approval thereof.
8. The effective time and date of these Articles of Amendment shall be the
date and time of filing.
Executed on November15, 1990
LifeFleet, Inc.
By: /s/ M. Theodore Inouye
---------------------------------------
M. Theodore Inouye,
Chief Financial Officer and Treasurer
9313U/3-4
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