Exhibit 3.96
ARTICLES OF INCORPORATION
OF
MEDEVAC MIDAMERICA, INC.
I, the undersigned, natural person of the age of eighteen (18) years or
more do hereby adopt the following Articles of Incorporation for the purpose of
forming a corporation under the General and Business Corporation Act of
Missouri.
ARTICLE I
The name of the corporation is Medevac MidAmerica, Inc.
ARTICLE II
The initial registered office of the corporation in the State of Missouri
shall be located at 4705 Central, Kansas City, Missouri 64112. The name of the
initial registered agent at such address shall be PW&S Agent Service, Inc.
ARTICLE III
The aggregate number of shares which the corporation shall have authority
to issue shall be 300,000 shares, all of which shall be common stock shares of
the par value of 10 cent(s) each, amounting in the aggregate to $30,000.
ARTICLE IV
No holder of any of the shares of any class of the corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any shares
of any class of the corporation which the corporation proposes to issue or any
rights or options which the corporation proposes to grant for the purchase of
shares of any class of the corporation or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of any class of the corporation; and any and all of
such shares, bonds, securities or obligations of the corporation, whether now or
hereafter authorized or created, may be issued, or may be reissued or
transferred if the same have been re-acquired and have treasury status, and any
and all of such rights and options may be granted by the Board of Directors to
such persons, firms, corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any part thereof, to any said
holder.
ARTICLE V
The name and place of residence of the incorporator is as follows:
Harold M. Goss
4909 W. 68th
Prairie Village, Kansas
ARTICLE VI
The initial Board of Directors of the corporation shall consist of three
(3) persons. Thereafter, the number of Directors shall be fixed by the By-Laws
of the corporation and any change in the number of Directors shall be reported
to the Secretary of State within thirty (30) calendar days of such change.
ARTICLE VII
The Corporation shall have perpetual existence.
ARTICLE VIII
The purposes for which this corporation is formed are as follows:
To provide emergency advanced and basic life support patient
transportation, patient health care, medical services, pre-hospital care and
treatment for cities, counties, local government and entities and others on a
contract basis or otherwise;
To buy or otherwise acquire, to own, hold, lease, sell or otherwise dispose
of, to maintain and repair, to operate and use and to mortgage or otherwise
encumber real property and personal property of all kinds;
To own, hold, build, construct and erect, buildings and structures of all
types, and to buy, sell, lease, own, manage, operate, maintain, repair, restore
and rebuild the same;
To own or lease motor vehicles, or other vehicles or means of
transportation and to employ them as common, contract or private carrier for the
transportation of persons or property or both and to obtain any Interstate
Commerce Commission permits or other state, federal or foreign permits, licenses
or authority required to engage in such transportation;
To invest, lend and deal with moneys of the corporation in any lawful
manner, and to acquire by purchase, by the exchange of stock or other securities
of the corporation, by subscription or otherwise, and to invest in, to hold for
investment or for any other purpose, and to use, sell, pledge or otherwise
dispose of, and in general to deal in any interest concerning or enter into any
transaction with respect to (including "long" and "short" sales of) any stocks,
bonds, notes, debentures, certificates, receipts and other securities and
obligations of any government, state, municipality, corporation, association or
other entity, including individuals and partnerships and, while owner thereof,
to exercise all of the rights, powers and privileges of
ownership, including, among other things, the right to vote thereon for any and
all purposes and to give consents with respect thereto.
To engage in any lawful act or activity for which corporations may be
organized under the General and Business Corporation Law of Missouri.
In addition to the powers and privileges conferred upon the corporation by
law and those incidental thereto, the corporation shall possess and may exercise
all the powers and privileges which are necessary or convenient to the conduct,
promotion or attainment of the business, objects or purposes of the corporation.
ARTICLE IX
Indemnification of Directors and Officers
Any person, by reason of the fact that he was or is a director or officer
of the corporation or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise and their legal representatives, shall be indemnified by the
corporation for expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any suit, action or
proceeding, including attorneys' fees, if such person was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
other than an action, suit or proceeding by or in the right of the corporation.
However, the corporation shall not indemnify such officer or director if such
person did not act in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation. Termination of any
suit, action or proceedings by judgment, order, settlement or upon a plea of
nolo contendere, or its equivalent, shall not create a presumption that such
officer or director did not act in good faith and in a manner he did not
reasonably believe to be in or not opposed to the best interest of the
corporation.
Any person, by reason of the fact that he was or is a director or officer
of the corporation or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise and their legal representatives, shall be indemnified by the
corporation for expenses, judgments, fines and amounts paid in settlements
actually and reasonably incurred by him in connection with any suit, action or
proceeding, including attorneys' fees, if such person was or is a party, or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, administrative or investigative, brought by
or in the right of the corporation. However, the corporation shall not indemnify
such officer or director if such person did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and if such person be adjudged liable for negligence or
misconduct in the performance of his duty to the corporation, the corporation
shall only indemnify such person to the extent that the Court in which the
action or suit was brought shall determine upon application that, such person is
reasonably entitled to indemnity for all or any portion thereof of such
judgments, fines or expenses, including but not limited to attorneys' fees,
which the Court shall deem proper.
The corporation shall indemnify any officer or director and their legal
representative who is successful on the merits or otherwise in defense of any
suit, action or proceedings referred to in the preceding paragraphs of this
Article IX to the extent of all expenses actually and reasonably incurred by him
in connection with such defense, including, but not limited to, attorneys' fees.
The corporation shall not indemnify any director or officer for any fine,
settlement, judgment or reasonable expenses or attorneys' fees, unless a
determination is made that such director or officer has met the applicable
standards of conduct set forth in this Article. Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by a majority vote of the common stockholders.
The corporation shall upon written request of the officer or director pay
the expenses of defending any actual or threatened action, suit or proceedings
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by the officer or director to repay such amount unless
it shall be ultimately determined that he is entitled to be indemnified by the
corporation.
The corporation shall have the power to purchase insurance on behalf of any
officer or director of the corporation or anyone serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprises against any liability asserted against or
incurred by him in such capacity, whether or not the corporation would have the
power to indemnify him against such liability under this Article. The right of
indemnification under this Article shall not be exclusive, but shall be in
addition to all other rights and remedies to which any director or officer may
be entitled as a matter of law.
ARTICLE X
The By-Laws of the corporation shall be adopted at the first meeting of the
Board of Directors of the corporation. Thereafter, the By-Laws of the
corporation may be repealed, altered or amended by the stockholder or
stockholders at any meeting of the stockholders, regular or special, or by the
Board of Directors at any meeting of the Board of Directors by an affirmative
vote of the majority of the stockholders or Board of Directors.
ARTICLE XI
The corporation reserves the right to amend, alter, modify, change or
repeal any provision contained in these Articles of Incorporation, or any
amendment of the provisions hereof, in the manner now or hereafter prescribed by
statute, and all rights and powers conferred herein on stockholders, directors,
and officers are subject to this reserve power; provided, however, that in
default of express statutory provision therefor, these Articles of Incorporation
may be amended in any respect by a majority vote of the stockholders.
IN WITNESS WHEREOF, we have hereunto set our hands this 30th day of March,
1982.
/s/ Harold M. Gross
---------------------------------------
Harold M. Gross
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, Nancy Bowen, hereby certify that on the 30 day of March, 1982,
personally appeared before me Hal M. Goss, who being by me first duly sworn,
declared that he is the person who signed the foregoing document as incorporator
and the statements there-in contained are true.
/s/ Nancy Bowen
---------------------------------------
Notary Public in and for said
County and State
My Commission Expires:
9-18-82
STATE of MISSOURI
JAMES C. KIRKPATRICK, Secretary of State
CORPORATION DIVISION
APPLICATION FOR RESCINDING FORFEITURE
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
WHEREAS, the charter of MEDEVAC MIDAMERICA, INC., a corporation organized
or qualified under the laws of Missouri on the 14th day of April, 1982, was
forfeited on the 1st day of November, 1983 under the provisions of the General
Business laws of Missouri, the undersigned, the last Vice-President (President,
Vice President, Secretary or Treasurer), hereby requests that such forfeiture be
rescinded and herewith submits the following affidavit, a fee of $50.00 ($50.00
minimum), and such reports or documentation as may be required by the office of
the Secretary of State to rescind the forfeiture pursuant to Section 351.540
RSMo 1978.
AFFIDAVIT
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
JOSEPH J. FITCH, on his oath, first being duly sworn, states that he is the
last Vice-President (President, Vice President, Secretary, or Treasurer) of
MEDEVAC MIDAMERICA, INC., a Missouri corporation; that he is acting as one of
and on behalf of the statutory trustees, that the trustees have caused the
correction of the condition or conditions giving rise to the forfeiture; that
said corporation has not evaded or attempted to evade service of process issued
from any court of this State; that it has not attempted to conceal from the
general public the location of its principal place of business in this State,
nor the address of its President or Secretary, so that the ordinary process of
law could not be served upon it; that is has paid to the Missouri Department of
Revenue all state taxes which it may owe.
/s/ Joseph J. Fitch
- ------------------------------------------------------------
(The last President, Vice President, Secretary or Treasurer)
JOSEPH J. FITCH
Subscribed and sworn to before me this 16th day of December, 1983
My Commission expires March 8, 1987
/s/ Judy Stump
---------------------------------------
(Notary Public)
STATE OF MISSOURI . . . Office of Secretary of State
ROY D. BLUNT, Secretary of State
Amendment of Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is MEDEVAC MIDAMERICA, INC.
The name under which it was originally organized was SAME AS ABOVE
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on March 30th,1987.
3. Article Number I is amended to read as follows:
L. Article I shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
ARTICLE I
The name of the corporation is MEDEVAC MIDAMERICA OF KANSAS, INC.
4. Of the 20 shares outstanding, 20 of such shares were entitled to vote on such
amendment.
The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:
Class Number of Outstanding Shares
- ------ ----------------------------
Common 20
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
- ------ ------------- -----------------
Common 20 0
6. If the amendment changed the number or par value of authorized shares having
a par value, the amount in dollars of authorized shares having a par value as
changed is:
N/A
If the amendment changed the number of authorized shares without par value, the
authorized number of shares without par value as changed and the consideration
proposed to be received for such increased authorized shares without par value
as are to be presently issued are:
N/A
7. If the amendment provides for an exchange, reclassification, or cancellation
of issued shares, or a reduction of the number of authorized shares of any class
below the number of issued shares of that class, the following is a statement of
the manner in which such reduction shall be effected:
N/A
IN WITNESS WHEREOF, the undersigned, Thomas L. Little
President or
_________________________________ has executed this instrument and its
Vice-President
Mary L. Jensen has affixed its corporate seal hereto and
Assistant Secretary
attested said seal on the 30th day of March, 1987.
MEDEVAC MIDAMERICA, INC.
Name of Corporation
ATTEST:
/s/ Mary L. Jensen By /s/ Thomas L. Little
- ------------------------------------- -------------------------------------
Assistant Secretary President
Thomas L. Little
State of Missouri )
County of Jackson )ss
I, Kim L. Ashurst, a Notary Public, do hereby certify that on this 30th day
of March, 1987, personally appeared before me Thomas L. Little who, being by me
first duly sworn, declared that he is the President of MEDEVAC MIDAMERICA, INC.
that he signed the foregoing document as President of the corporation, and that
the statements therein contained are true.
/s/ Kim L. Ashurst
---------------------------------------
Notary Public
Kim L. Ashurst
My commission expires _________________
April 3, 1987
Secretary of State
State of Missouri
P.O. Box 778
Jefferson City, Missouri 65102
To Whom it may concern:
MEDEVAC MIDAMERICA OF KANSAS CITY, INC. does hereby consent to the use of
the corporate name MEDEVAC MIDAMERICA OF KANSAS, INC. in the State of Missouri.
MEDEVAC MIDAMERICA OF KANSAS CITY, INC.
By: /s/ Jack A. Morash
-----------------------------------
Jack A. Morash, President
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Statement of Change of Registered Agent or
Registered Office by Foreign or Domestic Corporations
Instructions
There is a $3.00 fee for filing this statement. It must be filed in
DUPLICATE.
The statement should be sealed with the corporate seal. If it does not have
a seal, write "no seal" where the seal would otherwise appear.
The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business address
of the agent must be the same. The corporation cannot act as its own registered
agent.
Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State. These forms are available upon request from
the Office of the Secretary of State.
To: SECRETARY OF STATE
P.O. Box 778
Jefferson City, Missouri 65102 Charter No. 00240604
The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:
1. The name of the corporation is Medevac Midamerica of Kansas, Inc.
2. The name of its PRESENT registered agent (before change) is PWS AGENT
SERVICES, INC.
3. The name of the new registered agent is J&F REGISTERED AGENT, INC.
4. The address, including street number, if any, of its PRESENT registered
office (before change) is 4705 Central, Kansas City, Missouri 64112
5. Its registered office (including street number, if any change is to be made)
is hereby CHANGED TO 1100 Main, P.O. Box 26006, 2500 City Center Square, Kansas
City, MO 64196
6. The address of its registered office and the address of the business office
of its registered agent, as changed will be identical.
Such change was authorized by resolution duly adopted by the board of directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its
SECRETARY or ASSISTANT SECRETARY this 13th day of July, 1987.
Medevac MidAmerica of Kansas, Inc.
Name of Corporation
(Corporate Seal) By /s/ Thomas L. Little
------------------------------------
President
Thomas L. Little
If no seal, state "none".
Attest:
/s/ Mary L. Jensen
- --------------------------------------
Assistant Secretary
Mary L. Jensen
State of Kansas )
) ss
County of Shawnee }
I, Mickey S. Woodrow, a Notary Public, do hereby certify that on the 27th day
of July, 1987, personally appeared before me Thomas L. Little who declares he is
President or Vice-President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before
written.
/s/ Mickey S. Woodrow
---------------------------------------
Notary Public
My commission expires July 20, 1988
STATE OF MISSOURI . . . Office of Secretary of State
ROY D. BLUNT, Secretary of State
Amendment of Articles of Incorporation
(To be submitted in duplicate)
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is MEDEVAC MIDAMERICA OF KANSAS, INC.
The name under which it was originally organized was MEDEVAC MIDAMERICA, INC.
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on December 22, 1989.
3. Article Number I is amended to read as follows:
The name of the corporation is: MEDEVAC MIDAMERICA, INC.
(If more than one article is to be amended or more space is needed attach
fly sheet.)
4. Of the 20 shares outstanding, 20 of such shares were entitled to vote on such
amendment. The number of outstanding shares of any class entitled to vote
thereon as a class were as follows:
Class Number of Outstanding Shares
- ------ ----------------------------
common 20
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
- ------ ------------- -----------------
common 20 0
6. If the amendment changed the number or par value of authorized shares having
a par value, the amount in dollars of authorized shares having a par value as
changed is:
N/A
If the amendment changed the number of authorized shares without par value, the
authorized number of shares without par value as changed and the consideration
proposed to be received for such increased authorized shares without par value
as are to be presently issued are:
N/A
7. If the amendment provides for an exchange, reclassification, or cancellation
of issued shares, or a reduction of the number of authorized shares of any class
below the number of issued shares of that class, the following is a statement of
the manner in which such reduction shall be effected:
N/a
IN WITNESS WHEREOF, the undersigned, Thomas L. Little
(President or Vice-President)
has executed this instrument and its Thomas L. Little has
(Secretary)
affixed its corporate seal hereto attested said seal on the
26th day of December, 1989
MEDEVAC MIDAMERICA OF KANSAS, INC.
Name of Corporation
ATTEST:
/s/ Thomas S. Little By /s/ Thomas S. Little
- -------------------------------------- ------------------------------------
Secretary President
State of Kansas
ss
County of Shawnee
I, LaChell A. Weaver, a Notary Public, do hereby certify that on this 26th
day of December, 1989, personally appeared before me Thomas L. Little who, being
by me first duly sworn, declared that he is the President and Secretary of
MEDEVAC MIDAMERICA OF KANSAS, INC. that he signed the foregoing document as
President and Secretary of the corporation, and that the statements therein
contained are true.
/s/ LaChell A. Weaver
---------------------------------------
Notary Public
LaChell A. Weaver
My commission expires June 8, 1992
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Statement of Change of Business Office
of a Registered Agent
of a Foreign or Domestic Corporation
INSTRUCTIONS
There is a $5.00 fee for filing this statement. It must be filed in
DUPLICATE for the corporation listed in the statement. All copies must be signed
and notarized. The registered agent should sign in his individual name, unless
the registered agent is a corporation, in which case the statement shall be
executed by its president or vice president and verified by him, sealed with the
corporate seal and attested by its secretary or an assistant secretary.
Make check payable to "Director of Revenue."
This form is for use by a registered agent ONLY.
To: SECRETARY OF STATE
P.O. Box 778
Jefferson City, Missouri 65102 Charter No. 00240604
The undersigned registered agent, for the purpose of changing its
business office in Missouri as provided by the provisions of "The General and
Business Corporation Act in Missouri," represents that:
1. The name of the corporation (in Missouri) is Medevac Midamerica of Kansas,
Inc.
2. The name of this registered agent is J & F Registered Agent, Inc.
3. The address including street number, if any, of the PRESENT business office
of the registered agent is 1100 Main, 2500 City Center Square, P.O. Box 26006,
Kansas City, Missouri 64196
4. The address, including street number, if any, of the business office of the
registered agent is hereby CHANGED TO 1200 Main, Suite 1700, P.O. Box 26006,
Kansas City, Missouri 64196
5. Notice in writing of the change has been mailed by the registered agent to
the corporation named above.
6. The address of the registered office of the corporation named above and the
business office of the registered agent, as changed, is identical.
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A
NATURAL PERSON)
IN WITNESS WHEREOF, the undersigned registered agent has caused this report to
be executed this __ day of _____, 1991.
-----------------------------
Signature of Registered Agent
State of _____________________ }
ss
County of ____________________ }
On this ________ day of ___________, in the year 19__, before me,
______________, a Notary Public in and for said state, personally appeared
___________________ known to me to be the person who executed the within
Statement of Change of Business Office and acknowledged to me that
___________________ executed the same for the purposes therein stated.
(Notarial Seal) -----------------------------
Notary Public
My commission expires___________
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A
CORPORATION)
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its
SECRETARY or ASSISTANT SECRETARY this 13th day of November, 1991.
J&F Registered Agent, Inc.
Name of Corporation
By /s/ James M. Jenkins
-------------------------------
President or Vice-President
James M. Jenkins, President
(Corporate Seal)
If no seal, state "none".
Attest:
/s/ Julie K. Doody
- ------------------------------------
Secretary or Assistant Secretary
Julie K. Doody, Secretary
State of Missouri }
} ss
County of Jackson }
On this 13th day of November in the year 1991, before me Patricia C. Pierson, a
Notary Public in and for said state, personally appeared
James M. Jenkins, President,
Name Title
J&F Registered Agent, Inc. known to be to be the person
Name of Corporation
who executed the within Statement of Change of Business Office in behalf of said
corporation and acknowledged to me that he executed the same for the purposes
therein stated.
/s/ Patricia C. Pierson
----------------------------------
Notary Public
My commission expires ____________
STATE OF MISSOURI
OFFICE OF SECRETARY OF STATE
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
ARTICLES OF MERGER
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions, of The General and Business Corporation
Law of Missouri, the undersigned Corporation certify the following:
(1) That Ambulette Services, Inc. of Kansas;
(2) That Medevac Midamerica of Kansas, Inc., of Missouri are hereby
merged and that the aboved named Medevac Midamerica of Kansas, Inc. is the
surviving corporation.
(4) That the Board of Directors of Medevac Midamerica of Kansas, Inc.
met on August 1, 1992 and by resolution adopted by a majority vote of the
members of such board approved the Plan of Merger set forth in these articles.
(5) That the Board of Directors of Medevac Midamerica of Kansas, Inc.,
met on August 1, 1992 and by resolution adopted by a majority vote of the
members of such board approved the Plan of Merger set forth in these articles.
(7) The Plan of Merger thereafter was submitted to a vote at the
special meeting of the shareholders of Ambulette Services, Inc., held on August
1, 1992 at 401 SW Jackson, Topeka, Kansas and at such meeting there were one (1)
share entitled to vote and One (1) voted in favor and none voted against said
plan.
(8) The Plan of Merger thereafter was submitted to a vote at the
special meeting of the shareholders of Medevac Midamerica of Kansas, Inc. held
on August 1, 1992 at 401 SW Jackson, Topeka, Kansas and at such meeting there
were 500 shares entitled to vote and 500 voted in favor and none voted against
said plan.
(10) PLAN OF MERGER
1. Medevac Midamerica of Kansas, Inc., of Topeka, Kansas is the
survivor.
2. All the property, rights, privileges, leases and patents of
the Ambulette Services, Inc. Corporation are to be transferred to and become the
property of Medevac Midamerica of Kansas, Inc. the survivior. The officers and
board of directors of the above
named corporations are authorized to execute all deeds assignments, and
documents of every nature which may be needed to effectuate a full and complete
transfer of ownership.
3. The officers and board of directors of Medevac Midamerica of
Kansas, Inc., shall continue in office until their successors are duly elected
and qualified under the provisions of the by-laws of the surviving corporation.
4. The outstanding shares of Ambulette Services, Inc. shall be
exchanged for shares of Medevac Midamerica of Kansas, Inc., on the following
basis:
Each share of Terminating Corporation, common stock issued and
outstanding immediately prior to the Effective Date (exclusive of shares held in
the treasury of Terminating Corporation, which shares shall be cancelled on the
Effective Date) shall, without any action on the part of the Surviving
Corporation or any holder of such shares, be converted by the merger into one
(1) share of Surviving Corporation common stock. Each share of Terminating
Corporation preferred stock issued and outstanding immediately prior to the
Effective Date shall, without any action of the part of the Surviving
Corporation or any holder of such shares, be converted by the merger into one
(1) share of Surviving Corporation preferred stock.
5. The articles of incorporation of the survivor are not amended.
IN WITNESS WHEREOF, these Articles of Merger have been executed in
duplicate by the aforementioned corporations as of the day and year hereafter
acknowledged.
Ambulette Services, Inc.
CORPORATE SEAL
By /s/ Thomas L. Little
-------------------------------------
Its President
ATTEST:
By /s/ Thomas L. Little
----------------------------------
Its Secretary
Medevac Midamerica of Kansas, Inc.
CORPORATE SEAL
By /s/ Thomas L. Little
-------------------------------------
Its President
ATTEST:
By /s/ Thomas L. Little
----------------------------------
Its Secretary
ACKNOWLEDGMENT
STATE OF KANSAS )
) ss:
COUNTY OF SHAWNEE )
On the 1st day of August, 1992, before me, a Notary Public in and for
the County and State aforesaid, came Thomas L. Little, President of Ambulette
Services, Inc. and Thomas L. Little President of Medevac Midamerica of Kansas,
Inc., who is personally known to me to be the same person who executed the above
instrument and duly acknowledged the execution of same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date
last above written.
/s/ Michele A. Bixby
-----------------------------
Notary Public
State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporation Division
Statement of Change of Registered Agent
or Registered Office
INSTRUCTIONS
1. The filing fee for this change is $10.00. Change must be filed in
DUPLICATE.
2. P.O. Box may only be used in conjunction with Street, Route or Highway.
3. Agent and address must be in the State of Missouri.
4. If a corporation, officers (president or vice president and secretary or
assistant secretary) must sign, and president's or vice president's
signature must be notarized.
5. If limited partnership, general partner must sign and have their signature
notarized.
Charter No. 00240604
The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership Law," represents that:
(1) The name of the corporation/ltd. partnership is: Medevac Midamerica, Inc
(2) The name of its registered agent before this change is: J & F Registered
Agent, Inc.
(3) The name of the new registered agent is: Husch Registered Agent, Inc.
(4) The address, including street number, if any, of its registered office
before this change is: 1200 Main, Suite 1700, Box 26006, Kansas City, MO
64196
(5) Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO: 235 East High, Suite 300, Jefferson City, MO
65101
(6) The address of its registered office and the address of the business office
of its registered agent, as changed will be identical.
(7) Such change was authorized by resolution duly adopted by the board of
directors of the corporation or by the limited partnership.
IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its President or Vice President
of the corporation, or General Partner of the limited partnership, and attested
to by the assistant secretary if a corporation on the 31st day of July, 1995.
Medevac Midamerica, Inc.
------------------------------------------
Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state "none"
By /s/ Thomas L. Little
---------------------------------------
President of corporation
or
General Partner of limited partnership
Attest:
/s/ ??????
- ------------------------------------
Secretary or Assistant Secretary
of corporation
State of Kansas )
) ss.
County of Shawnee )
I, Kerry E. Butterfield, a Notary Public, do hereby certify that on
the 31st day of July, 1995, personally appeared before me Thomas L. Little who
declares he/she is the President or Vice President of the corporation, or a
General Partner of the limited partnership, executing the foregoing document,
and being first duly sworn, acknowledged that he/she signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
/s/ Kerry E. Butterfield
---------------------------------------
Notary Public
My commission expires 9-12-98
(Notarial Seal)
State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, MO 65102
Corporation Division
Statement of Change of Registered Agent
or Registered Office
INSTRUCTIONS
1. The filing fee for this change is $10.00. Change must be filed in
DUPLICATE.
2. P.O. Box may only be used in conjunction with Street, Route or Highway.
3. Agent and address must be in the State of Missouri.
4. If a corporation, officers (president or vice president and secretary or
assistant secretary) must sign, and president's or vice president's
signature must be notarized.
5. If limited partnership, general partner must sign and have their signature
notarized.
Charter No. 00240604
The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership Law," represents that:
(1) The name of the corporation/ltd. partnership is: Medevac Midamerica, Inc.
(2) The name of its registered agent before this change is: Husch Registered
Agent, Inc.
(3) The name of the new registered agent is: SNR Registered Agent Services,
Inc.
(4) The address, including street number, if any, of its registered office
before this change is: 235 East High, Suite 300, Jefferson City, Missouri
65101
(5) Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO: 4520 Main, Suite 1100, Kansas City, Missouri
64111
(6) The address of its registered office and the address of the business of its
registered agent, as changed will be identical.
(7) Such change was authorized by resolution duly adopted by the board of
directors of the corporation or by the limited partnership.
IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its President or Vice President
of the corporation, or General Partner of the limited partnership, and attested
to by the assistant secretary if a corporation on the _______ day of ________,
19__.
Medevac Midamerica, Inc.
---------------------------------------------
Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state "none"
By /s/ David D. Bingamin
---------------------------------------
President or Vice President of corporation
or
General Partner of limited partnership
Attest:
/s/ Tom C. Nelson
- --------------------------------
Secretary or Assistant Secretary
of corporation
State of Colorado )
) ss.
County of Arapahoe
I, Michelle B. Pate, a Notary Public, do hereby certify that on the 30th day of
September, 1996, personally appeared before me David A. Bingaman who declares
he/she is the President or Vice President of the corporation, or a General
Partner of the limited partnership, executing the foregoing document, and being
first duly sworn, acknowledged that he/she signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
/s/ Michelle B. Pate
-----------------------------------
Notary Public
My commission expires 07-21-97
State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporation Division
Statement of Change of Registered Agent
or Registered Office
INSTRUCTIONS
1. The filing fee for this change is $10.00. Change must be filed in
DUPLICATE.
2. P.O. Box may only be used in conjunction with Street, Route or Highway.
3. Agent and address must be in the State of Missouri.
4. If a corporation, officers (president or vice president and secretary or
assistant secretary) must sign, and president's or vice president's
signature must be notarized.
5. If limited partnership, general partner must sign and have their signature
notarized.
Charter No. 002404604
The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership Law," represents that:
(1) The name of the corporation/ltd. partnership is: Medevac MidAmerica, Inc.
(2) The name of its registered agent before this change is: SNR Registered
Agent Services
(3) The name of the new registered agent is: THE CORPORATION COMPANY;
(4) The address, including street number, if any, of its registered office
before this change is: 4530 Main, Suite 1100, Kansas City, MO 64111
(5) Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO: 7733 Forsyth Blvd., Clayton, Missouri 63105
(6) The address of its registered office and the address of the business office
of its registered agent, as changed will be identical.
(7) Such change was authorized by resolution duly adopted by the board of
directors of the corporation or by the limited partnership.
IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its President or Vice President
of the corporation, or General Partner of the limited partnership, and attested
to by the assistant secretary if a corporation on the 13th day of March, 1997.
Medevac Midamerica, Inc.
------------------------------------------
Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state "none"
By /s/ William George
------------------------------------------
President or Vice President of corporation
or
General Partner of limited partnership
William George, Vice President
Attest:
/s/ David C. Colby
- -----------------------------------
Secretary or Assistant Secretary
of corporation
David C. Colby, Assistant Secretary
State of Colorado )
) ss.
County of Arapahoe )
I, Shari Kilgore, a Notary Public, do hereby certify that on the 14th
day of March, 1997, personally appeared before me William George who declares
he/she is the President or Vice President of the corporation, or a General
Partner of the limited partnership, executing the foregoing document, and being
first duly sworn, acknowledged that he/she signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before
written.
/s/ Shari Kilgore
-----------------------------
Notary Public
My commission expires 4/2/2000
State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, MO 65102
Corporation Division
Application for Rescinding
Administrative Dissolution
(Submit in duplicate with a filing fee of $55 General Business, $25 Nonprofit)
(1) The corporation's name is: Medevac MidAmerica, Inc.
(2) The date of the administrative dissolution was: August 18, 1997.
(3) The grounds for administrative dissolution which have been eliminated were:
(Check appropriate box or boxes)
X Failing to file an annual registration report;
---
Failing to maintain a registered agent or office;
---
Failing to extend the period of duration;
---
Procuring its Charter/Authorization by fraud;
---
Failing to pay/file franchise taxes;
---
Failing to pay any final assessment of employer withholding tax or
---
sales and use taxes, including local sales taxes.
(4) Attached is a certificate of tax clearance from the Department of Revenue
reciting that all state taxes have been paid.
In affirmation of the facts stated above,
Tom Nelson Vice President 11/9/98
(Authorized signature of officer or chairman of the board) (Title) (Date of signature)
ARTICLES OF MERGER
OF
MEDEVAC MEDICAL SERVICES, INC.
A Kansas corporation
AND
MEDEVAC MIDAMERICA, INC.
A Missouri corporation
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned corporations do hereby adopt and execute the
following articles of merger:
ARTICLE ONE
Medevac Medical Services, Inc. is a business corporation organized and
existing under the laws of the State of Kansas, the said laws of which permit a
merger of a corporation of that State with and into a corporation of another
State (hereinafter referred to as the "Merging Corporation").
ARTICLE TWO
Medevac MidAmerica, Inc. is a business corporation organized and
existing under the laws of the State of Missouri and is subject to the
provisions of The General and Business Corporation Law of Missouri (hereinafter
referred to as the "Surviving Corporation").
ARTICLE THREE
Annexed hereto is the Plan of Merger for merging the Merging
Corporation with and into Surviving Corporation.
ARTICLE FOUR
By unanimous written consent and waiver of notice of meeting of
Medevac Medical Services, Inc.'s Board of Directors executed as of August 25,
1997, as prescribed by its by-laws and by the provisions of The General and
Business Corporation Law of Missouri, the Plan of Merger was approved by the
director of Medevac Medical Services, Inc.
ARTICLE FIVE
By unanimous written consent and waiver of notice of meeting of
Medevac MidAmerica, Inc.'s Board of Directors, as executed as of August 25,
1997, as prescribed by its by-laws and by the provisions of laws of the State of
Kansas, the Plan of Merger was approved by the director of Medevac MidAmerica,
Inc.
ARTICLE SIX
The holders of all of the outstanding shares entitles to vote of the
Surviving Corporation, to wit 220 shares, dispensed with a meeting of the
stockholders and approved the Plan of Merger by consent in writing dated as of
August 25, 1997, and signed by all of them.
ARTICLE SEVEN
The number of outstanding shares of the Surviving Corporation is 220;
and the number of the said outstanding shares which were entitled to vote on the
Plan of Merger at the time of the approval of said Plan by the holders of said
outstanding shares entitled to vote is 220.
ARTICLE EIGHT
The holders of all of the outstanding shares entitled to vote of the
Merging Corporation, to wit 220 shares, dispensed with a meeting of the
stockholders and approved the Plan of Merger by a consent in writing dated as of
August 25, 1997, and signed by all of them.
ARTICLE NINE
The merger provided for in the Plan of Merger was duly authorized in
the manner prescribed by, and is in compliance with, the applicable provisions
of the laws of the State of Kansas, and the requisite approval, is any, of any
of its shareholders has been duly obtained.
[The remainder of this page is intentionally left blank]
Executed on March 31, 1999.
MEDEVAC MIDAMERICA, INC.
a Kansas corporation
By: /s/ Joshua T. Gaines
------------------------------------
Joshua T. Gaines, Vice President
Attest: /s/ A.Z. Rizzo
----------------------------
Assistant Secretary
STATE OF COLORADO )
COUNTY OF ARAPAHOE )
I, Jeffrey A. McGuinness, a notary public in and for the State and
County aforesaid, do hereby certify that on this 31st day of March, 1999,
personally appeared before me Joshua T. Gaines, who being by me first duly
sworn, declared that he is the Vice President of Medevac Medical Services, Inc.
and that he signed the foregoing document a Vice President of the corporation,
and that the statements therein contained are true.
/s/ Jeffrey A. McGuinness
----------------------------------------
Notary Public
My Commission Expires: 1/21/2002
MEDEVAC MIDAMERICA, INC.
a Kansas corporation
By: /s/ Joshua T. Gaines
------------------------------------
Joshua T. Gaines, Vice President
Attest: /s/ A.Z. Rizzo
-----------------------------
Assistant Secretary
STATE OF COLORADO )
COUNTY OF ARAPAHOE )
I, Jeffrey A. McGuinness, a notary public in and for the State and
County aforesaid, do hereby certify that on this 31st day of March, 1999,
personally appeared before me Joshua T. Gaines, who being by me first duly
sworn, declared that he is the Vice President of Medevac Medical Services, Inc.
and that he signed the foregoing document a Vice President of the corporation,
and that the statements therein contained are true.
/s/ Jeffrey A. McGuinness
----------------------------------------
Notary Public
My Commission Expires: 1/21/2002
[Missouri]
PLAN OF MERGER
Plan of Merger approved on August 25, 1997 by Medevac Medical
Services, Inc., a Kansas corporation, and by its Board of Directors on said
date, and by Medevac MidAmerica, Inc., a corporation organized under the laws of
the State of Missouri and to the provisions of The General and Business
Corporation Law of Missouri, be merged into Medevac MidAmerica, Inc., which
shall continue to exist under the provisions of The General and Business
Corporation Law of Missouri. The separate corporate existence of Medevac Medical
Services, Inc. shall cease upon the effective date of the merger in accordance
with the laws of the State of Kansas.
The articles of incorporation of the Medevac MidAmerica, Inc. shall be
the articles of incorporation of the said Surviving Corporation.
The present by-laws of Medevac MidAmerica, Inc. shall be the by-laws
of the said Surviving Corporation and will continue in full force and effect
until altered or amended as therein provided under the authority of The General
and Business Corporation Law of Missouri.
The directors and officers of Medevac MidAmerica, Inc. upon the
effective date of the merger shall be the members of the first Board of
Directors and the first officers of the Surviving Corporation, all of whom shall
hold their directorships and offices until the election and qualification of
their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the Surviving Corporation.
Each issued share of the Merging Corporation shall not be converted in
any manner, but each share which is issued as of the effective date of the
merger shall be surrendered and extinguished.
Each issued share of the Surviving Corporation shall not be converted,
but each share which is issued as of the effective date of the merger shall
continue to represent one issued share of the Surviving Corporation.
The Surviving Corporation shall have all the rights, privileges,
immunities, and powers of each of the merging corporations, and all and every
other interest of or belonging to each of the corporations so merged, shall be
taken and deemed to be transferred to and vested in the Surviving Corporation.
The Plan of Merger herein made and approved shall be adopted in such
manner as the laws of Kansas shall prescribe and shall be submitted to the
shareholders of the Surviving Corporation for their approval or rejection in the
manner prescribed by The General and Business Corporation Law of Missouri.
In the event that the Plan of Merger shall have been adopted in
accordance with the provisions of the State of Kansas, and shall have been
approved by the shareholders entitled to vote of the Surviving Corporation, in
accordance with the provisions of The General and Business Corporation Law of
Missouri, the Merging Corporation and the Surviving Corporation stipulate that
they will cause to be executed and file and/or recorded any document or
documents
prescribed by the laws of the State of Kansas and the State of Missouri and that
they will cause to be performed all necessary acts within the State of Kansas,
the State of Missouri, and elsewhere to effectuate the merger.
The Board of Directors and the proper officers of the merging
Corporation and the Surviving Corporation, respectively, are hereby authorized,
empowered, and directed to do any and all acts and things, and to make, execute,
deliver, file and/or record any and all instruments, papers and documents which
shall be or become necessary, proper, or convenient to carry out or put into
effect any of the provisions of this Plan of Merger or of the merger herein
provided for.
[The remainder of this page is intentionally left blank.]
State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporation Division
Statement of Change of Business Office
of a Registered Agent
Instructions
1. The filing fee for this change is $10.00. Change must be filed in
DUPLICATE.
2. P.O. Box may only be used in conjunction with Street, Route or Highway.
3. Agent and address must be in the State of Missouri.
4. The corporation or limited partnership cannot act as its own registered
agent. The registered agent should sign in his individual name, unless the
registered agent is a corporation, in which case the execution should be by
proper officers.
Charter No. 240604
The undersigned registered agent, for the purpose of changing its
business office in Missouri as provided by the provisions of "The General and
Business Corporation Act in Missouri," or the "Missouri Uniform Limited
Partnership Law," represents that: MEDEVAC MIDAMERICA, INC.
1. The name of the corporation/limited partnership is
2. The name of this registered agent is The Corporation Company
3. The address, including street number, if any, of the present business
office of the registered agent is 7733 Forsyth Blvd., Clayton, Missouri
63105
4. The address, including street number, if any, of the business office of the
registered agent is hereby changed to 120 South Central Avenue, Clayton,
Missouri 63105
5. Notice in writing of the change has been mailed by the registered agent to
the corporation/limited partnership named above.
6. The address of the registered office of the corporation/limited partnership
named above and the business office of the registered agent, as changed, is
identical.
(Over)
(The following should be executed only if the registered agent is a
natural person)
IN WITNESS WHEREOF, the undersigned registered agent has caused this
report to be executed this ______ day of __________, 19__.
-------------------------------
Signature of Registered Agent
State of __________________)
) ss
County of _________________)
On this _______ day of _______________, in the year 19__, before me, __________,
a Notary Public in and for said state, personally appeared _________________
known to me to be the person who executed the within Statement of Change of
Business Office and acknowledged to me that ________________ executed the same
for the purposes therein stated.
-------------------------------
Notary Public
(Notarial Seal)
My commission expires _________
(The following should be executed only if the registered agent is a corporation)
IN WITNESS WHEREOF, the undersigned corporation has caused this report
to be executed in its name by its president or vice president, attested by its
secretary or assistant secretary this 13th day of January, 2000.
The Corporation Company
(Corporate Seal) Name of Corporation
If no seal, state "none". By /s/ Kenneth J. Uva
-------------------------------
President or Vice President
Attest:
/s/ Marie Haver
- -------------------------------------
Secretary or Assistant Secretary
State of New York )
) ss
County of Kings )
On this 13th day of January in the year 2000, before me Theresa
Alfieri, a Notary Public in
and for said state, personally appeared Kenneth J. Uva, Vice President,
Name Title
C T Corporation System known co me to be the person who executed the within
Statement of Name of Corporation
Change of Business Office in behalf of said corporation and acknowledged to me
that he executed the same for the purposes therein stated.
/s/ Theresa Alfieri
--------------------------------
Notary Public
My commission expires ___________