Exhibit 3.95
BY-LAWS
OF
PINELLAS AMBULANCE SERVICE, INC.
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the stockholders of this
corporation shall be held at 8:00 P.M. on the first Monday in January of each
year beginning in 1973.
Section 2. Special Meetings. Special meetings of the stockholders shall be
held when directed by the President or the Board of Directors, or when requested
in writing by stockholders who hold a majority of the stock having the right and
entitled to vote at such meeting. A meeting requested by stockholders shall be
called for a date not less than ten (10) nor more than sixty (60) days after the
request is made. The call for the meeting shall be issued by the Secretary,
unless the President, Board of Directors or stockholders requesting the calling
of the meeting shall designate another person to do so.
Section 3. Place. Meetings of stockholders may be held either within or
without the State of Florida.
Section 4. Notice. A notice of each meeting of stockholders, signed by the
Secretary, shall be mailed to each stockholder having the right and entitled to
vote at such meeting, at his address as it appears on the records of the
corporation, not less than ten (10) nor more than sixty (60) days before the
date set for the meeting. The notice shall state the purpose of the meeting and
the time and place it is to be held. Such a notice shall be sufficient for the
meeting and any adjournment thereof. If any stockholder shall transfer any of
his stock after his notice, it shall not be necessary to notify the transferee.
Any stockholder may waive notice of any meeting either before, at, or after the
meeting.
Section 5. Voting. Every stockholder having the right and entitled to vote
at a meeting of stockholders shall be entitled, upon each proposal presented at
the meeting, to one vote for each share of voting stock recorded in his name on
the books of the corporation on the date of the meeting. Shares of its own stock
owned by this corporation shall not be voted directly or indirectly, or counted
as outstanding for the purpose of any stockholders' quorum or vote.
Section 6. Quorum. A majority of the stock entitled to vote shall
constitute a quorum at any stockholders' meeting, but any number of
stockholders, even if less than a quorum, may adjourn the meeting from time to
time and place to place.
Section 7. Proxies. At any meeting of stockholders or any adjournment
thereof, any stockholder of record having the right and entitled to vote thereat
may be represented and voted by a proxy appointed by an instrument in writing.
In the event that any such instrument shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting, or, if only one
be present, that one, shall have all of the powers conferred by the instrument
upon all of the persons so designated unless the instrument shall otherwise
provide.
Section 8. Validation. When stockholders who hold two-thirds of the voting
stock having the right and entitled to vote at any meeting shall be present at
such meeting, however called or notified, and shall sign a written consent
thereto on the record of the meeting, the acts of such meeting shall be as valid
as if legally called and notified.
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ARTICLE II
DIRECTORS
Section 1. Function. The business of this corporation shall be managed and
its corporate powers executed by the Board of Directors.
Section 2. Number. This corporation shall have not less than three (3) nor
more than five (5) Directors.
Section 3. Qualification. All of the members of the Board of Directors
shall be of full age, and at least two (2) shall be citizens of the United
States. It shall not be necessary for Directors to be stockholders.
Section 4. Election and Term. The Directors shall be chosen at the annual
meeting of the stockholders, by a plurality of the votes cast at such election,
and shall hold office until the next annual meeting of the stockholders and the
election and qualification of their successors.
Section 5. Vacancies. Vacancies in the Board of Directors shall be filled
until the next annual meeting of stockholders by the Directors remaining in
office.
Section 6. Quorum. The presence of a majority of all of the Directors shall
be necessary at any meeting to constitute a quorum to transact business. The act
of a majority of Directors present at a meeting where a quorum is present shall
be the act of the Board of Directors.
Section 7. Place of Meeting. Directors' meetings may be held within or
without the State of Florida.
Section 8. Time of Meeting. Meetings of the Board of Directors shall be
held immediately following the annual meeting of stockholders each year, at such
times thereafter as the Board of Directors may fix, and at other times upon the
call of the President or by a majority
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of the Directors. Notice of each special meeting shall be given by the Secretary
to each Director not less than five (5) days before the meeting, unless each
Director shall waive notice thereof before, at, or after the meeting.
Section 9. Executive Committee. The Board of Directors may, by resolution,
designate two or more of their number to constitute an Executive Committee, who,
to the extent provided in such resolution shall have and execute the powers of
the Board of Directors.
ARTICLE III
OFFICERS
Section 1. Officers. This corporation shall have a President, a Secretary
and a Treasurer, all of whom shall be Directors. They shall be chosen by the
Board of Directors at the first meeting of the Board of Directors held following
the first annual meeting of the stockholders, and shall serve until their
successors are chosen and qualify. All other officers, agents, and factors shall
be chosen, serve for such term and have such duties as may be determined by the
Board of Directors. Any person may hold two or more offices except that the
President may not also be the Secretary or Assistant Secretary. No person
holding two or more offices shall sign any instrument in the capacity of more
than one office.
Section 2. President. The President shall have general and active
management of the business and affairs of the corporation subject to the
approval of the Board of Directors, and shall preside at all meetings of the
stockholders.
Section 3. Secretary. The Secretary shall have custody of, and maintain,
all of the corporate records except the financial records; shall record the
minutes of all meetings of the stockholders and Board of Directors, send out all
notices of meetings, and perform such other duties as may be prescribed by the
Board of Directors or President.
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Section 4. Treasurer. The Treasurer shall have custody of all corporate
funds and financial records, shall keep full and accurate accounts of receipts
and disbursements and render account thereof at the annual meetings of
stockholders and whenever else required by the Board of Directors or President
and shall perform such other duties as may be prescribed by the Board of
Directors or President.
ARTICLE IV
STOCK CERTIFICATES
Section 1. Authorized Issuance. This corporation may issue the shares of
stock authorized by its Articles of Incorporation and none other.
Section 2. Issuance. Every stockholder shall be entitled to have, for each
kind, class or series of stock held, a certificate certifying the number of
shares thereof held of record by him. Certificates shall be signed by the
President and the Secretary or the Assistant Secretary, and sealed with the seal
of the corporation. The seal may be facsimile, engraved or printed.
Section 3. Form. It shall not be necessary to set forth in any stock
certificate the provision of the Articles of Incorporation showing the class or
classes of stock authorized to be used and the distinguishing characteristics
thereof. Those provisions may be either (a) summarized on the face or back of
the certificate, or (b) incorporated by reference made on the face or the back
of the certificate, the reference stating that a copy of the provisions,
certified by an officer of the corporation, will be furnished by the
corporation, without cost, to and upon request of the certificate holder.
Section 4. Transfer. No transfer of stock shall be valid against this
corporation until it shall have been registered upon the corporation's books in
the following manner: The person named as the stockholder in the stock
certificate, or his attorney in fact so
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constituted in writing, shall surrender such stock certificate and in writing
direct the transfer thereof.
Section 5. Stock Book. This corporation shall keep at its office in the
State of Florida, a book ( or books, if more than one kind, class or series of
stock is outstanding) to be known as the stock book, containing names,
alphabetically arranged, with the address, of every stockholder, showing the
number of shares of each kind, class or series of stock held of record by him.
Section 6. Inspection. The stock book or stock lists shall be open for
inspection by any judgment creditor of the corporation or any person who shall
have been for the last six (6) months immediately preceding his demand a record
holder of not less than five (5%) percent of the outstanding shares of this
corporation, or by an officer, Director, or any committee or person holding or
authorized in writing by the holders of at least ten (10%) percent of all the.
outstanding shares of this corposation. Persons so entitled to inspect stock
books or stock lists may make extracts therefrom. This right of inspection shall
not extend to any person who has used or proposes to use the information so
obtained otherwise than to protect his interest in this corporation, or has
within two (2) years sold or offered for sale any list of stockholders of this
corporation or any other corporation, or has aided or abetted any person in
procurring any stock list for any such purpose.
ARTICLE V
DIVIDENDS
Section 1. Payment. Dividends may be paid to stockholders from the net
earnings or from the surplus of the assets over the liabilities including
capital, but not otherwise. When the Board of Directors shall so determine,
dividends may be paid in stock.
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ARTICLE VI
SEAL
Section 1. Form. The corporate seal shall have the name of the corporation
and the word "seal" inscribed thereon, and may be facsimile, engraved, printed,
or an impression seal.
ARTICLE VII
AMENDMENTS
Section 1. By Directors. These By-Laws may be amended, consistent with any
By-Laws adopted by the stockholders, or any part thereof that has not been
adopted by the stockholders may be repealed, by the Board of Directors, at any
meeting by majority vote of the Directors present and voting and/or if notice of
the proposed action was included in the notice of the meeting or is waived in
writing by a majority of the Directors.
Section 2.. By Stockholders. These By-Laws may be amended or repealed
wholly or in part, by a majority of the stockholders, entitled to vote thereon
present at any stockholders meeting, if notice of the proposed action was
included in the notice of the meeting or is waived in writing by a majority of
the stockholders entitled to vote thereon.
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BYLAWS
PINELLAS AMBULANCE SERVICE, INC.
ARTICLE I
Offices
The corporation may have offices at such places both within and without the
State of Florida, as the Board of Directors may from time to time determine or
the business of the corporation may require.
ARTICLE II
Capital Stock
Section 1. Amount of Capital Stock. The authorized capital stock of the
corporation shall be as set forth in the Articles of Incorporation filed with
the Secretary of State of the State of Florida.
Section 2. Certificates of Stock. The certificates of stock shall be of
such form and device as the Board of Directors may adopt. All certificates of
stock shall be signed by the President, or in his absence, by a Vice President,
and by the Secretary or by such other persons as may be authorized by law to
sign such certificates. Such certificates shall exhibit the holders' names and
the number of shares, be numbered, and entered in the books of the corporation
as they are issued.
Section 3. Transfers of Stock and Duplicate Certificates. Transfer of stock
shall be made only on the books of the corporation. No new certificate shall be
issued in lieu of an old one, unless the latter is properly endorsed,
surrendered and marked "cancelled" at the time the new one is issued. If,
however, a certificate shall be lost or destroyed, the Board of Directors may
order a new certificate issued upon receipt by the corporation of satisfactory
security by bond or otherwise against loss to the corporation and upon such
other terms, conditions and
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guaranties as such Board may require. Any such new certificates shall be plainly
marked "duplicate" on its face.
Section 4. Recognition of Ownership and Treasury Stock. Any person, firm or
corporation in whose name stock stands on the books of the corporation, whether
individually, or as trustee, pledged or otherwise, may be recognized and treated
by the corporation as the absolute owner thereof, and the corporation shall in
no event be obliged to deal with or to recognize the rights or interests of any
other person in such stock, or in any part thereof. Treasury stock shall be held
by the corporation subject to disposal by the Board of Directors and shall
neither be voted nor participate in dividends and other distributions.
ARTICLE III
Meetings of Shareholders
Section 1. Location. All meetings of the shareholders shall be held at any
place within or without the State of Florida which may be designated either by
the Board of Directors or by the written consent of all shareholders entitled to
vote thereat given either before or after the meeting and filed by the Secretary
of the corporation. In the absence of any such designation, shareholders'
meetings shall be held at One Park Plaza, in the City of Nashville, State of
Tennessee.
Section 2. Annual Meeting. The annual meeting of the stockholders shall be
held on any business day during February or March as determined by the Board of
Directors. At such meeting, the stockholders shall elect directors, by a
plurality vote, to serve for the ensuing year or until their successors shall be
elected and qualified.
Section 3. Special Meetings. Special meetings of the shareholders, for any
purposes whatsoever, may be called at any time by the President or by any Vice
President or by a majority
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of 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.
Section 4. Notices. Written notice of each annual meeting shall be given to
each shareholder either personally or by mail or by other means of written
communication charges prepaid, addressed to each shareholder at his address
appearing on the books of the corporation, or given by him to the corporation
for the purpose of notice. If a shareholder gives no address, notice is duly
given to him if sent by mail or other means of written communication addressed
to the place where the principal office of the corporation is situated or if
published at least once in some newspaper of general circulation in the county
in which the office is located. Except as otherwise expressly provided by
statute, any such notice shall be deposited in the United States mail, delivered
to the telegraph company in the place in which the principal office of the
corporation is located or published at least ten (10) days, but not more that
forty (40) days prior to the time of the holding of the meeting. In case such
notice is personally delivered or delivered by means of written communication
other than by mail, telegraph or publication as above provided, it shall be so
delivered at least seven (7) days prior to the time of the holding of the
meeting. Such delivery, mailing, telegraphing or publishing as above provided
shall be due, legal and personal notice to such shareholders. Such notices shall
specify the place, the day and the hour of such meeting and shall state such
other matters, if any, as may be expressly required by statute. Notice of any
special meeting shall specify in addition to the place, day and hour of such
meeting the general nature of the business to be transacted. Attendance by a
shareholder at any meeting in person or by proxy shall be deemed to waive all
requirements as to notice of the meeting. Waiver by a shareholder in writing of
notice of any meeting of shareholders shall be equivalent to the giving of such
notice.
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Section 5. Quorum. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business. In the absence of a quorum, any meeting of the
shareholders may be adjourned from time to time by the vote of a majority of the
shares, the holders of which are either present in person or represented by
proxy thereat, but no other business may be transacted. The shareholders present
at a duly organized meeting may continue to transact any business
notwithstanding the withdrawal from such meeting of enough shareholders to leave
less than a quorum.
Section 6. Proxies. Stock may be represented by proxy and no special form
of proxy shall be necessary, but the written authorization of proxy over
signature of a shareholder shall be sufficient. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
Section 7. Voting. Each share of stock present at any meeting, either in
person or by proxy, and having voting power shall be entitled to one vote on all
matters coming before the meeting.
Section 8. Presiding Officer. Every meeting of shareholders, whether annual
or special, shall be presided over by the President or, in his absence, by any
Vice President. The Secretary of the corporation shall act as Secretary of every
such meeting or, in his absence, a Secretary shall be appointed by the Chairman
of such meeting.
Section 9. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to receive payment of any dividend, the Board of
Directors shall fix a record date for determination of
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shareholders entitled to participate, which shall not be less than twenty (20)
days nor more than fifty (50) days prior to the date on which such action is to
be taken.
Section 10. Written Consent. To the extent provided by applicable law, any
action required to be taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by all of the holders of outstanding stock.
ARTICLE IV
Directors
Section 1. Number. The number of directors which shall constitute the whole
Board shall be not less than three nor more than ten. Within the limits above
specified, the number of directors shall be determined by resolution of the
Board of Directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 3 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.
Section 2. Authority. The Board of Directors shall have power:
First: To conduct, manage, and control the affairs and business of the
corporation and to make such rules and regulations therefor, not inconsistent
with law or with the Articles of Incorporation or with the Bylaws, as they may
deem best;
Second: To Appoint and remove at pleasure the officers, agents, and
employees of the corporation, prescribe their duties and fix their compensation;
Third: To authorize the issue of shares of stock of the corporation from
time to time upon such terms as may be lawful, in consideration of money paid,
labor done or services actually rendered, debts or securities canceled, or
tangible or intangible property actually
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received, or in the case of shares issued as a divided, against amounts
transferred from surplus to stated capital;
Fourth: To borrow money and incur indebtedness for the purposes of the
corporation and to cause to be executed and delivered therefor, in the corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledged,
hypothecations or other evidences of debt and securities therefor;
Fifth: To alter, repeal or amend, from time to time, and at any time, these
Bylaws and any and all amendments of the same, and from time to time, and at any
time, to make and adopt such new and additional Bylaws as may be necessary and
proper, subject to the power of the shareholders to adopt, amend or repeal such
Bylaws, or to revoke the delegation of authority of the directors, as provided
by law or by Article VII of these Bylaws; and
Sixth: To appoint an executive and other committees, and to delegate to the
Executive Committee any of the powers and authority of the Board in the
management of the business and affairs of the corporation, except the power to
declare dividends and to adopt, amend or repeal Bylaws. The Board of Directors
shall have the power to prescribe the manner in which proceedings of the
Executive Committee and other committees shall be conducted. The Executive
Committee shall be composed of two or more directors.
Section 3. Removal of Directors. The stockholders shall have the power at
any meeting of the stockholders to remove any director or officer with or
without cause by a vote of the majority in amount of all the outstanding stock
of the corporation entitled to vote.
Section 4. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors or from any removal of
incumbent directors may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole
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remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner removed. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.
Section 5. Quorum. A majority of all the directors of the corporation shall
be necessary to constitute a quorum for the transaction of business at all
meetings of the Board and a majority of the quorum shall decide any question
that may come before the meeting, but less than a quorum may adjourn any meeting
from time to time.
Section 6. Meetings. Regular meetings of the Board of Directors shall be
held in the City of Nashville, Tennessee, or at such other place within or
without this state as from time to time shall be determined by resolution of the
Board and without notice of said meeting. Special meetings may be called at the
discretion of the President of the corporation, or upon request of a majority of
members of the Board. A regular meeting of the Board of Directors shall be held
immediately following the annual meeting of stockholders, at which the directors
shall elect the officers of the corporation of the ensuing year and transact
such other business as may come before said meeting, of which no notice need be
given except as herein contained.
Section 7. Notice of Meeting. Notice of all special meetings and the place,
date and hour for holding such meetings, excepting only the regular meetings,
shall be given to each director by mail, or telegraph, by the Secretary at least
three (3) days previous to the time fixed for the meeting. The transactions of
any meeting of the Board of Directors, however called or noticed or wherever
held, shall be as valid as though had a meeting duly been held after regular
call and notice, if a quorum be present, and if, either before or after the
meeting, each of the directors not present signs a written waiver of notice, or
a consent to holding such meeting, or an approval of
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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 8. Compensation. Directors, as such, shall not receive stated
salary for their services, but by resolution of the Board, a fixed sum and
expenses of attendant, if any, may be allowed for attendance at each regular or
special meeting of the Board. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
Section 9. Written Consent in Lieu of Meeting. To the extent provided by
applicable law, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
Section 10. Indemnification. This corporation shall indemnify each present
and future director and officer and any person who may serve at its request as a
director or officer of another corporation to the extent required and to the
extent permitted by the laws of the state in which indemnification is sought.
ARTICLE V
Officers
Section 1. Number. The officers of the corporation shall be chosen by the
Board of Directors and shall be a President, one or more Vice Presidents, a
Secretary and Treasurer. In addition, the President may appoint, or the Board of
Directors may elect one or more Assistant Secretaries and one or more Assistant
Treasurers who shall have the same duties and authority, respectively, as the
Secretary and Treasurer. Any number of offices, other than the President and the
Secretary, may be held by the sane person, unless the certificate of
incorporation or these
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Bylaws provide otherwise. No person shall sign any document on behalf of this
corporation in more than one capacity.
Section 2. Election. The officers shall be elected or appointed by the
Board of Directors at the first meeting following each annual meeting of
shareholders and shall hold office at the pleasure of such Board. The President
shall be a director.
Section 3. Compensation. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
Section 4. Removal and Vacancies. The officers of the corporation shall
hold office until their successors are chosen and qualify. Any officer elected
or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors with or without cause,
when in judgment of the Board and best interest of the corporation demand such
removal. Any vacancy occurring in any office of the corporation shall be filled
by the Board of Directors.
Section 5. President. It shall be the duty of the President to preside at
all meetings of the Board of Directors at which he is present, unless the Board
shall elect a permanent Chairman, to call special meetings of the Board whenever
he may think such meetings necessary, or as requested to do so in accordance
with these Bylaws; to sign all certificates of stock, contracts, leases,
mortgages, deeds, conveyances and other documents of the corporation, which
shall be countersigned by the Secretary or Treasurer where required. He shall
have active executive management and general supervision and direction of the
affairs of the corporation. He shall preside at and make to the annual meeting
of the stockholders of the corporation a report covering the operation of the
corporation for the preceding fiscal year, together with such suggestions as he
may deem proper.
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Section 6. Vice President. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one Vice President, the Vice President in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform 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
President shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
Section 7. Secretary. The Secretary shall have the powers granted him under
these Bylaws, and shall sign and issue all the calls for the stockholders' and
directors' meetings when properly authorized; shall give notice of such meetings
to each stockholder or director as provided above in these Bylaws and as
required by law; shall have published all notices of the same required by law to
be published; shall keep full and accurate minutes of the proceedings of all
stockholders' and directors' meetings and shall attest the same after approval
of the presiding officer. He shall sign such instruments as require his
signature, and he shall make such reports and perform such other duties as are
incident to his office, or may be required of him by the Board of Directors.
Section 8. Assistant Secretary. The Assistant Secretary, or (if there be
more than one) the Assistant Secretaries in the order determined by the Board of
Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
Section 9. Treasurer. The Treasurer shall have the custody of all monies
and securities of the corporation and shall deposit same in the name and to the
credit of the
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corporation. He shall keep a full and accurate account of the receipts and
disbursements in books belonging to the corporation and shall disburse the funds
of the corporation by check or other warrant. He shall render such reports to
the President and Board of Directors as may be required of him and shall perform
such other duties as may be incident to this office, or may be required of him
and by the Board of Directors.
Section 10. Assistant Treasurer. The Assistant Treasurer, or, if there be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
ARTICLE VI
Fiscal Affairs
Section 1. Dividends. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.
Section 2. Reserve Fund. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the Directors may modify or abolish any such reserve
in the manner in which it was created.
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Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clean statement of the business and
condition of the corporation.
Section 4. Checks. The President and the Treasurer or the Assistant
Treasurer are authorized to sign checks written on such accounts; and a letter
to any bank or trust company establishing a bank account in the name of this
corporation, which letter shall be signed by the President and the Treasurer or
Assistant Treasurer, shall constitute sufficient and continuing authority for
any bank or trust company to open said accounts; and the respective banks are
authorized to honor and pay any and all checks and drafts of the corporation
signed by persons authorized by the President and the Treasurer or Assistant
Treasurer of this corporation, as hereinabove provided, whether such checks and
drafts are payable to the order of such person or persons signing them; and
checks, drafts, bills of exchange and other evidences of indebtedness may be
endorsed for deposit to the account of this corporation by any of the foregoing
or by any other employee or agent of the corporation and may be endorsed in
writing or by stamps and with or without the designation of the person
endorsing.
Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.
ARTICLE VII
Amendments
These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted by the stockholders or by the Board of Directors, when such power is
conferred upon the Board of Directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the Board of Directors if notice
of such alteration, amendment, repeal or adoption of new Bylaws be contained in
the notice of such special meeting.
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AMENDMENT TO BY-LAWS
OF
PINELLAS AMBULANCE SERVICE, INC.
I, the undersigned sole stockholder of PINELLAS AMBULANCE SERVICE, INC., a
Florida corporation, hereby manifest my intention that the By-Laws of such
corporation be amended in accordance with the amendment set forth herein,
pursuant to the provisions of Article VII, Section 2 of the By-Laws as currently
in effect for this corporation.
The provisions of Sections 2 and 3 of Article II of the By-Laws are hereby
deleted in their entirety and the following inserted in lieu thereof:
Section 2. Number, Tenure. The number of directors of this corporation
shall be not less than one (1) nor more than fifteen (15), the number of
the same to be fixed by the stockholders at any annual or special meeting.
Each director shall hold office until the next annual meeting of
stockholders and until such director's successor shall have been duly
elected and shall have qualified, unless such director sooner dies, resigns
or is removed by the stockholders at any annual or special meeting.
Section 3. Qualification. It shall not be necessary for directors to
be stockholders. No minor shall serve as a director.
IN WITNESS WHEREOF, this Amendment to the By-Laws of PINELLAS AMBULANCE
SERVICE, INC. has been duly executed by the sole stock-holder of such
corporation this 6th day of December, 1985.
/s/ Clarence P. Foster, Jr.
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CLARENCE P. FOSTER, JR.
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