Exhibit 3.98
ARTICLES OF INCORPORATION
OF
GOLD CROSS AMBULANCE, INC.
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MISSOURI 65401
The undersigned natural person of more than twenty-one years of, age, for
the purpose of forming a corporation under the General and Business Corporation
Law of Missouri, adopts the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is Gold Cross Ambulance, Inc.
ARTICLE TWO
The address of the corporation's initial registered office in this State
is: 1507 South Noland Road, Independence, Missouri 64055; and the name of its
initial registered agent at such address is: Norman Humphrey Jr.
ARTICLE THREE
The aggregate number, class and par value of shares which the corporation
shall have authority to issue shall be Ten Thousand (10,000) shares of stock,
each and every share to be of a par value of Ten Dollars ($10.00); all shares to
be of one and the same class, with the same rights and privileges and shall have
full voting rights.
ARTICLE FOUR
Shareholders shall be denied pre-emptive rights to acquire additional
shares.
ARTICLE FIVE
The name and address of the sole incorporator is as follows: Norman
Humphrey Jr., 1507 South Noland Road, Independence, Missouri 64055.
ARTICLE SIX
The number of directors to constitute the Board of Directors is two (2).
Thereafter, the number of directors shall be fixed by or in the manner provided
in the By-Laws of the corporation, and any changes in the Board of Directors
shall be reported to the Secretary of State within thirty (30) calendar days of
such change.
The persons to constitute the first Board of Directors are:
Larry Parish
Gloria Parish
ARTICLE SEVEN
The duration of the corporation is perpetual.
ARTICLE EIGHT
The corporation is formed for the following purposes:
1. To own, conduct, operate, maintain and carry on the business of an
ambulance service, to provide emergency medical care, to deal in the sale and
rental of sickroom equipment and medical supplies, and to do all acts incident
to the said business.
2. To engage in, conduct and carry on in all its various branches and
details, the business of importing, exporting, trading, exchanging, handling,
negotiating, bartering, bargaining, buying, selling, marketing, distributing,
and generally without limit to deal and traffic in all kinds of goods, wares,
and merchandise and to exercise in respect thereto all the rights, powers and
privileges of owner, broker, agent, sub-agent, or consignee, and to do all
lawful things necessary, expedient, or convenient to be done in connection
therewith or in aid thereof.
3. To buy, sell, deal in, lease, operate, hold or; improve, and own
real estate, and the fixtures and personal property incidental thereto or
connected therewith, and with that end in view, to acquire by purchase, lease,
hire; or otherwise, lands, tenements, hereditaments, or interests therein, and
to improve the same, and generally to hold; manage, deal with, and improve the
property of the company and to sell, lease, mortgage, pledge or otherwise
dispose of the lands, tenements, and hereditaments and other property of the
company
4. To acquire and take over any business or undertaking carried on,
upon, or in connection with any land or buildings which the company may desire
to acquire as aforesaid, or become interested in, and the whole or any of the
assets and liabilities of such undertaking, and to carry on the same, or to
dispose of, remove, or put an end thereto, or otherwise deal with the same as
may be expedient.
5. To borrow money for its corporate purposes; to make and issue
bonds, debentures, promissory notes, shares of its capital stock and other
obligations, or either or any thereof, as evidence of its indebtedness so
created, or in payment for property, real, mixed or
personal, purchased or acquired by it, for services rendered, labor done, or for
any lawful purpose or object in and about its business; to negotiate and sell
its certificates and to contract for the payment of moneys in the future for
such consideration to this corporation and such terms and conditions as in the
judgment of its Board of Directors may be expedient and for the best interests
of this corporation and its stockholders, and to mortgage, pledge, transfer in
trust, hypothecate, or to otherwise encumber or impose charges or liens upon all
or any of its property, real, personal, or mixed, wheresoever situate, to secure
any bonds, debentures, promissory notes, certificates, or contracts, and any
other obligations made, issued or incurred by it, whether as principal or as
such surety or guarantor aforesaid, or both.
6. To purchase, hold and sell and transfer the shares of its own
capital stock; to retire or redeem the shares of its own capital stock; provided
it shall not use its funds or property for the purchase, retirement, or
redemption of its own shares of capital stock when such use would cause any
impairment of its capital other than reduction thereof and provided further that
shares of its own capital stock belonging to it shall not be voted either
directly or indirectly.
7. To have one or more offices within as well as without the State of
Missouri, and in addition to the business, objects and purposes herein stated,
to do anything necessary, suitable, useful, expedient, or convenient for the
carrying on of any of said businesses; for the accomplishment of any object or
purpose; or the exercise of any power herein set forth, or which at any time
shall appear to be beneficial to the corporation in connection therewith; and to
do any and all of the things herein set forth, and which at any time shall
appear to be beneficial, either alone or jointly with others, and to the same
extent and as fully as a natural person might or could do in the State of
Missouri or elsewhere:
(i) In general, to carry on any other business in connection with the
foregoing and to have and exercise all the powers conferred by the laws of
Missouri upon corporations formed under the General and Business Corporation
Laws of the State of Missouri; and to do any and all of the things hereinbefore
set forth, to the same extent as natural persons might or could do;
(ii) The several clauses contained in this statement of purpose shall
be construed both as purposes and powers, and the statements contained in each
clause shall, except where otherwise expressed, be no wise limited or restricted
by reference to or inference from the terms of any other clause or clauses, but
shall be regarded as independent purposes and powers; the business or purposes
of this corporation are from time to time to do any one or more of the acts and
things herein set forth, and it is hereby expressly provided that the
enumeration of specific purposes and powers shall not be held to limit or
restrict in any manner the purposes or powers of this corporation.
IN WITNESS WHEREOF, these Articles of. Incorporation have been signed this
28th day of December, 1976.
/s/ Norman Humphrey Jr.
----------------------------------------
Norman Humphrey Jr.
STATE OF MISSOURI )
ss
COUNTY OF JACKSON )
I, the undersigned, a Notary Public, do hereby certify that on the 28th day
of December, 1976, personally appeared before me Normam Humphrey Jr., who being
first duly by me, declared that he is the person who signed the foregoing
documents as incorporator, and that the statements therein contained are true.
/s/ Rebecca L. Harz
----------------------------------------
Notary Public
My Commission Expires:
May 6, 1977
STATE OF MISSOURI
James C. Kirpatrick, Secretary of State
Corporation Division
Statement of Change of Registered Agent or Registered Office
by Foreign or Domestic Corporations
INSTRUCTIONS
There is no fee for filing this statement. It must be filed in
TRIPLICATE (all copies signed and notarized).
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
Jefferson City, Missouri Charter No. 188426
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 Gold Cross Ambulance, Inc.
2. The name of its PRESENT registered agent (before change) is Norman
Humphrey Jr.
3. The name of the new registered agent is Norman Humphrey Jr.
4. The address, including street number, if any, of its PRESENT registered
office (before change) is 1507 S. Noland Road, Independence, MO 64055
5. Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO 123 West Kansas, Independence, MO 64050
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.
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 19 day of June A.D. 1981.
GOLD CROSS AMBULANCE INC.
----------------------------------------
NAME OF CORPORATION
By /s/ David Hanaway
-------------------------------------
PRESIDENT OR VICE-PRESIDENT
(Corporate Seal)
Attest:
/s/ X
- ------------------------------------
SECRETARY OR ASSISTANT SECRETARY
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, Frances Heman, a Notary Public, do hereby certify that on the 19th day
of June A.D. 1981 personally appeared before me David S. Hanaway who declares he
is a 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.
(Notary Seal)
/s/ Frances Heman
----------------------------------------
NOTARY PUBLIC
My term expires 10-1-84
STATE OF MISSOURI
James C. Kirpatrick, Secretary of State
Corporation Division
APPLICATION FOR RESCINDING FORFEITURE
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
WHEREAS, the charter of Gold Cross Ambulance, Inc., a corporation organized
or qualified under the laws of Missouri on the 30th day of December, 1976, as
forfeited on the 1st day of January, 1981 under the provisions of the General
Business laws of Missouri, the undersigned, the last Secretary/(President, Vice
President, Secretary or Treasurer), Treasurer hereby requests that such
forfeiture be rescinded and herewith submits the following affidavit, a fee of
($50.00 minimum), $50.00 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 1969.
AFFIDAVIT
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
Mary H. Berkowitz, on his oath, first being duly sworn, states that he is
the last Secretary/Treasurer (President, Vice President, Secretary or Treasurer)
of Gold Cross Ambulance, 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/ Mary H. Berkowitz
----------------------------------------
(The last President, Vice President,
Secretary or Treasurer)
Mary H. Berkowitz
Subscribed and sworn to before me this 17th day of August, 1981
My Commission expires January 8, 1984.
/s/ Susan J. Wayman
----------------------------------------
(Notary Public)
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 Gold Cross Ambulance, Inc., a corporation organized
or qualified under the laws of Missouri on the 30th day of December, 1976, was
forfeited on the 1st day of January, 1986 under the provisions of the General
Business laws of Missouri, the undersigned, the last Secretary/Treasurer
(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 )
Mary H. Berkowitz, on his oath, first being duly sworn, states that he is
the last Secretary/Treasurer (President, Vice President, Secretary or Treasurer)
of Gold Cross Ambulance, 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/ Mary H. Berkowitz
----------------------------------------
(The last President, Vice President,
Secretary or Treasurer)
Subscribed and sworn to before me this 6th day of May, 1986
Commission expires March 6, 1989.
/s/ Debra J. Kolb
----------------------------------------
(Notary Public)
STATE OF MISSOURI
Judith K. Moriarty, Secretary of State
P.O. Box 778, Jefferson City, MO 65102
Corporation Division
ARTICLE MERGER
(To be submitted in duplicate)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned corporations certify the following:
(1) That Gold Cross Ambulance, Inc. of Missouri.
(2) That GCA Acquisition, Inc. of Missouri.
(3) That (None)
are hereby merged and that the above named Gold Cross Ambulance, Inc. is
the surviving corporation.
(4) That the Board of Directors of Gold Cross Ambulance, Inc. (Name of
Corporation), met on November 2, 1994 and by resolution adopted by written
consent of the sole director approved the Plan of Merger set forth in these
articles.
(5) That the Board of Directors of GCA Acquisition, Inc. (Name of Corporation)
met on November 1, 1994 and by resolution adopted by written consent of the
sole director approved the Plan of Merger set forth in these articles.
(6) That the Board of Directors (None) (Name of Corporation) met on
____________ 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 approved by written consent of sole
shareholder Gold Cross Ambulance, Inc. dated November 1994 at 1006 Grand
Ave. Kansas City, MO and at such meeting there were 502 shares entitled to
vote and 502 voted in favor and 0 voted against said plan.
(8) The Plan of Merger thereafter was approved by written consent of the
shareholder GCA Acquisition, Inc. held on November 1, 1994 at 67
Batterymarch St., Boston, MA and 100 shares entitled to vote and 100 voted
in favor and 0 voted against said plan.
(9) The Plan of Merger thereafter was submitted to a vote at the special
meeting of the shareholders of None held on ______________ at _____________
and at such meeting there were ____________ shares entitled to vote and
_________ voted in favor and ___________ voted against said plan.
(10) PLAN OF MERGER
1. Gold Cross Ambulance, Inc. of Missouri is the survivor.
2. All of the property, rights, privileges, leases and parents of the GCA
Acquisition, Inc. Corporation and (None) Corporation are to be
transferred to and become the property of Gold Cross Ambulance, Inc.,
the survivor. 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 Gold Cross Ambulance, 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 GCA Acquisition, Inc. shall be exchanged for
shares of Gold Cross Ambulance, Inc. on the following basis:
100 shares $.01 par value for 100 shares $10.00 par value of the
Surviving Corporation.
5. The outstanding shares of (None) shall be exchanged for shares of
__________ on the following basis:
6. The articles of incorporation on of the survivor are not amended as
follows:
IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by
the aforementioned corporations as of the day and year hereafter acknowledged.
CORPORATE SEAL Gold Cross Ambulance, Inc.
By /s/ Michael C. Willig, President
----------------------------------
(Its President and Vice President)
ATTEST:
By: /s/ X
------------------------------------
Its Secretary or Assistant Secretary
CORPORATE SEAL GCA Acquisition, Inc.
By /s/ Michael J. McClymont
----------------------------------
(Its President or Vice President)
ATTEST:
By: /s/ Thomas L. Little
------------------------------------
Its Secretary or Assistant Secretary
CORPORATE SEAL
-------------------------------------
(Name of Corporation)
By
----------------------------------
(Its President or Vice President)
ATTEST:
By
-------------------------------------
Its Secretary or Assistant Secretary
State of Missouri )
) ss.
County Of Jackson )
I, Nancy P. Dickinson, a Notary Public, do hereby certify that on the 2nd
day of November, 1994, personally appeared before me Michael C. Willig who being
by me first duly sworn, declared that he is the President of Gold Cross
Ambulance, Inc. that he signed the foregoing documents as President of the
corporation, and that the statements therein contained are true.
(Notarial Seal)
/s/ Nancy P. Dickinson
-------------------------------------
Notary Public
My commission expires _______________
State Of Missouri )
) ss.
County Of Jackson )
I, Nancy P. Dickinson, a Notary Public, do hereby certify that on the 2nd
day of November, 1994, personally appeared before me Michael J. McClymont who
being by me first duly sworn, declared that he is the Vice-President of GCA
Acquisition, Inc. that he signed the foregoing documents as __________ of the
corporation, and that the statements therein contained are true.
(NotarIAL Seal)
/s/ Nancy P. Dickinson
-------------------------------------
Notary Public
My commission expires _______________
State of _________________ )
) ss.
County of ________________ )
I, ____________________________________________________________________, a
Notary Public, do hereby certify that on the _________________________________
day of __________________, 19__, personally appeared before me _________________
__________________________________________________________ who being by me first
duly sworn, declared that he is the _____________________________ of
____________________________________________ that he signed the foregoing
documents as _____________________________________ of the corporation, and that
the statements therein contained are true.
(Notarial Seal)
-------------------------------------
Notary Public
My commission expires _______________
The Secretary of State's Office makes every effort to provide program
accessibility to all citizens without regard to disability. If you desire this
publication in alternate form because of a disability, please contact the
Director of Publications, P.O. Box 778, Jefferson City, Mo. 65102; phone (314)
751-1814. Hearing-impaired citizens may contact the Director by phone through
Missouri Relay (800-735-2966). The Corporations Division also maintains a
Telecommunications Device for the Deaf (TDD) at (314) 526-3599.
STATE OF MISSOURI
Rebecca McDowell, Cook, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporation Division
Amendment of Articles of Incorporation
(To be submitted in duplicate)
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 Gold Cross Ambulance, Inc. The name
under which it was originally organized was Gold Cross Ambulance, Inc.
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on March 1, 1995.
3. Article Number One is amended to read as follows:
THE NAME OF THE CORPORATION IS MEDEVAC MEDICAL RESPONSE, INC.
(If more than one article is to be amended or more space is
needed attach fly sheet.)
4. Of the 100 shares outstanding, 100 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 100
5. The number of shares voted for and against the amendment was as follows:
Class Number of Outstanding Shares No Voted Against
- ----- ---------------------------- ----------------
Common 100 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:
7. 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:
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:
IN WITNESS WHEREOF, the undersigned, Thomas L. Little, President has executed
this instrument and its Secretary, Robert E. Duncan II has affixed its corporate
seal hereto and attested said seal on the 1st day of March, 1995.
Place
CORPORATE SEAL
Here
(If no seal, state "None")
Gold Cross Ambulance, Inc.
Name of Corporation
ATTEST:
/s/ Robert E. Duncan II By /s/ Thomas L. Little
- ---------------------------------------- ----------------------------------
Its Secretary or Assistant Secretary President or Vice President
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE )
I, Kerry E. Butterfield, a Notary Public, do hereby certify that on the 1st
day of March, 1995, personally appeared before me Thomas L. Little who, being by
me first duly sworn, declared that he is the President of Gold Cross Ambulance,
Inc. that he signed the foregoing documents as President of the corporation, and
that the statements therein contained are true.
(Notarial Seal)
/s/ Kerry E. Butterfield
-------------------------------------
Notary Public
My commission expires 9-12-98
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. 00188426
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 Medical Response,
Inc.
(2) The name of its registered agent before this change is: C. Robert Buckley
(3) The name of the new registered agent is: Busch Registered Agent, Inc.
(4) The address, including street number, if any, of its registered office
before this change is: 311 West Kansas, Independence, MO 64050
(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 Medical Response, Inc.
Name of corporation or limited
partnership
(CORPORATE SEAL)
If no seal, state "none"
By /s/ Thomas L. Little
----------------------------------
President or Vice President of
corporation
or
General Partner of limited
partnership
Attest:
/s/ Robert E. Duncan II
- ----------------------------------------
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 documents,
and being first duly sworn, acknowledged 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.
(Notarial Seal)
/s/ Kerry E. Butterfield
-------------------------------------
Notary Public
My commission expires 9-12-98
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. 00188426
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," represents that:
(1) The name of the corporation/ltd. partnership is: Medevac Medical Response,
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 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 _________ day of
___________, 19__
Medevac Medical Response, Inc.
Name of corporation or limited
partnership
(CORPORATE SEAL)
If no seal, state "none"
By /s/ David Bingaman
----------------------------------
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 30 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 documents, and being
first duly sworn, acknowledged 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.
(Notarial Seal) /s/ Michelle B. Pate
-------------------------------------
Notary Public
My commission expires 7-21-97
STATE OF MISSOURI
Rebecca McDowel, 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 signed and have their
signature notarized.
Charter No. 00188426
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 Medical Response,
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: 4520 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 13 day of March, 1997.
Medevac Medical Response, 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, Sheri Kilgore, a Notary Public, do hereby certify that on the 13 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 documents and being first duly
sworn, acknowledged he or 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.
(Notary Seal)
/s/ Sheri 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
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. 00188426
The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided b y the provisions of "The General and Business
Corporation Act in Missouri," or the "Missouri Uniform Limited Partnership Law,"
represents that:
1. The name of the corporation/limited. partnership is MEDEVAC MEDICAL
RESPONSE, INC.
2. The name of this registered agent before this change 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 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.
(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.
(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 registered agent has caused this report
to be executed in its name by, its president or vice president, attested by its
secretary or assistant secretary this 27th day of March, 1998.
The Corporation Company
Name of Corporation
(Corporate Seal) None
If no seal, state "none" By /s/ Kenneth J. Uva
----------------------------------
President or Vice President
Attest:
/s/ Marie Hauer
- ----------------------------------------
Secretary or Assistant Secretary
State of New York )
) ss.
County of New York )
On this 27th day of March in the year 1998, before me Theresa Alfieri, a
Notary Public in and for said state, personally appeared Kenneth J. Uva, Vice
President, The Corporation Company known to me to be the person who executed the
within Statement of Change of Business Office on behalf of said corporation and
acknowledged to me that he executed the same for the purposes therein stated.
/s/ Theresa Alfieri
-------------------------------------
Notary Public
(Notarial Seal) My commission expires 12/31/99