Exhibit 3.100
ARTICLES OF INCORPORATION
OF
MEDI-CAR SYSTEMS, INC.
The undersigned Incorporator to these Articles of Incorporation, a
Florida corporation, hereby forms a corporation under the laws of the State of
Florida.
ARTICLE I. CORPORATE NAME.
The name of this Corporation is: MEDI-CAR SYSTEMS, INC.
ARTICLE II. NATURE OF BUSINESS AND POWERS.
The general nature of the business to be transacted by this
Corporation is to engage in any and all business permitted under the laws of the
State of Florida.
ARTICLE III. CAPITAL STOCK.
The maximum number of shares of capital stock that this Corporation is
authorized to issue and have outstanding at any one time is:
(a) Common Stock. Five Thousand (5,000) shares of Common Stock,
having a par value of One ($1.00) Dollar per share.
(b) Preferred Stock. One Thousand (1,000) shares of Preferred
Stock, having a par value of One ($1.00) Dollar per share.
The capital stock that this Corporation is authorized to issue and
have outstanding shall have the following rights, preferences, designations and
limitations:
(a) Payment for Shares. All shares of stock shall be paid for in
cash or property (real or personal) having a fair market value at
least equal to:
(1) One ($1.00) Dollar per share in the case of Common
Stock; and
(2) One Thousand ($1,000) Dollars per share in the case of
Preferred Stock.
All shares issued shall be fully paid and
nonassessable.
(b) Voting Rights. Each share of stock (preferred and common)
shall be entitled to one (1) vote at any meeting of the stockholders
of this Corporation or at any other time.
(c) Pre-emptive Rights. No holder of any shares of stock of this
Corporation shall have any preferential or pre-emptive rights to
subscribe for, purchase or receive any additional shares of stock of
this Corporation or any options, warrants or subscription rights for
such shares or any securities convertible into or exchangeable for
shares of stock which may be issued, sold or offered for sale by this
Corporation.
(d) Preferred Stock Issue Price. The Preferred Stock issue price
of One Thousand ($1,000) Dollars per share, as stated in (a) (2)
above, shall constitute its value for purposes of: (1) payment of
dividends; (2) preference upon liquidation, dissolution or winding up
of the business of this Corporation; and (3) redemption of such stock
by the Corporation.
(e) Time of Dividends. Dividends on shares of common and
preferred stock shall be declared and paid as, when, and if, in its
sole discretion, the Board of Directors shall deem advisable the
payment of such dividends, and, then, only from the net profits and
surplus of this Corporation. The determination of the amount of net
profits and surplus of this Corporation available for dividends shall
be made from time to time by the Board of Directors and such
determination shall
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be conclusive and binding on all persons who are then holders of
shares of the capital stock of this Corporation.
(f) Amount of Dividends. Subject to the limitations herein set
forth with respect to the payment of dividends on common stock, the
holders of shares of common stock shall be entitled to receive
dividends in such amounts and on such dates as shall be fixed by the
Board of Directors of this Corporation. The holders of the shares of
Preferred Stock of this Corporation shall be entitled to receive
dividends (in cash or in other property) at the rate of 12% per annum
of the Preferred Stock issue price, said dividends to be paid
annually, as determined by the Board of Directors of this Corporation,
but on a noncumulative basis.
(g) Preferred Rights to Dividends. No dividend shall be paid or
set aside for payment to holders of shares of common stock, nor shall
any distribution be made to the holders of shares of common stock
(other than a dividend payable in the form of additional shares of
common stock), unless dividends with respect to the shares of
Preferred Stock, as herein set forth for the year of such dividend,
shall have been declared or this Corporation shall have paid in full
to the holders of the shares of Preferred Stock for such year the
amount of dividends herein required to be paid to the holders of
shares of Preferred Stock or there shall have been set aside for the
holders of shares of Preferred Stock, specifically earmarked for such
purpose, a sum of money sufficient to pay in full the amount of
dividends to which holders of shares of Preferred Stock are entitled
in accordance with the terms hereof.
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(h) Redemption of Preferred Stock. Upon redemption of any shares
of Preferred Stock of this Corporation, the redemption price to be
paid to any holder of shares of Preferred Stock to be redeemed shall
be equal to the Preferred Stock issue price, and the amount so
determined shall be paid in cash or by the transfer of other property
of this Corporation. The Board of Directors shall have full discretion
to prescribe and regulate from time to time all proceedings to be
followed and other requirements to be satisfied in connection with the
redemption of shares of Preferred Stock.
(i) Liquidation. In the event of liquidation, dissolution or
winding up of the business of this Corporation, the holders of shares
of Preferred Stock shall be entitled to receive pro rata to the extent
of the issue price of such Preferred Shares the underlying assets of
this Corporation before any such assets shall be distributed among the
holders of shares of Common Stock. After payment in full shall have
been made to the holders of the shares of Preferred Stock, the holders
of shares of Common Stock shall be entitled to receive pro rata any
remaining assets of this Corporation.
ARTICLE IV. TERM OF EXISTENCE.
The term of existence of this Corporation shall commence on April 15,
1980, and thereafter, it shall have perpetual existence.
ARTICLE V. REGISTERED AGENT AND INITIAL REGISTERED OFFICE.
The registered agent and the street address of the initial registered
office of this Corporation in the State of Florida shall be: Florida Registered
Agents, Inc. Suite 1000 1401 Brickell Avenue Miami, Florida 33131
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The Board of Directors may, from time to time, move the registered office to any
other address in the State of Florida.
ARTICLE VI. BOARD OF DIRECTORS.
This Corporation shall have three (3) directors initially. The number
of directors may be increased or diminished from time to time by By-Laws adopted
by the stockholders, but shall never be less than one (1).
ARTICLE VII. INITIAL DIRECTORS.
The names of the initial directors of this Corporation and their
street addresses are: Raymond G. Parent, Jr. Douglas Parent Gary J. Parent 755
N.W. 28th Street Miami, Florida 33127
The persons named as initial directors shall hold office for the first
year of existence of this Corporation or until their successors are elected or
appointed and have qualified, whichever occurs first.
ARTICLE VIII. INCORPORATOR.
The name and street address of the corporation signing these Articles
of Incorporation as the Incorporator is: Florida Registered Agents, Inc. Suite
1000 1401 Brickell Avenue Miami, Florida 33131
ARTICLE IX. CONFLICT OF INTEREST.
No contract between this Corporation and another corporation or
another individual shall be invalidated by reason of the fact that one or more
of the officers or directors of this corporation are officers or directors of
the said other corporation, or by reason of the fact that one or more of the
officers or directors of this Corporation may be the other individual or
individuals contracting with this Corporation.
ARTICLE X. AMENDMENT.
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These Articles of Incorporation may be amended in the manner provided
by law. Every amendment shall be approved by the Board of Directors, proposed by
them to the stockholders, and approved at a stockholders' meeting by at least a
majority of the stock entitled to vote thereon, unless all of the directors and
all of the stockholders entitled to vote sign a written statement manifesting
their intention that a certain amendment of these Articles of Incorporation be
made.
IN WITNESS WHEREOF, the undersigned, as the Incorporator, has executed
the foregoing Articles of Incorporation as of the 11th day of April, 1980.
FLORIDA REGISTERED AGENTS, INC.
By: /s/ Benjamin S. Schwartz
-------------------------------
BENJAMIN S. SCHWARTZ, President
STATE OF FLORIDA )
) SS.
COUNTY OF DADE )
BEFORE ME, a Notary Public, personally appeared Benjamin S. Schwartz,
the President of Florida Registered Agents, Inc., the corporation described as
the incorporator herein, who executed the foregoing Articles of Incorporation,
and acknowledged before me that said corporation subscribed to these Articles of
Incorporation.
WITNESS my hand and official seal at Miami, Dade County, Florida, this
11 day of April, 1980.
/s/ X
- -----------------------------------
Notary Public
State of Florida at Large
My commission expires:
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CERTIFICATE DESIGNATING PLACE OF BUSINESS
OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE,
NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
In pursuance of Chapter 48.091, Florida Statutes, the following is
submitted, in compliance with said Act:
That Medi-Car Systems, Inc., desiring to organize under the laws of
the State of Florida, with its principal office, as indicated in the Articles of
Incorporation, at 1401 Brickell Avenue, Miami, County of Dade, State of Florida,
has named Florida Registered Agents, Inc., located at 1401 Brickell Avenue, City
of Miami, County of Dade, State of Florida, as its agent to accept service of
process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for above-stated
Corporation, at the place designated in this certificate, the undersigned hereby
agrees to act in this capacity, and agree to comply with the provisions of said
Act relative to keeping open said office.
FLORIDA REGISTERED AGENTS, INC.
By: /s/ Benjamin S. Schwartz
------------------------------------
BENJAMIN S. SCHWARTZ, President
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ARTICLES OF MERGER
OF
DAS MANAGEMENT GROUP, INC.
AND
MEDI-CAR SYSTEMS, INC.
To the Secretary of State
State of Florida
Pursuant to the provisions of the Florida Business Corporation Act, the domestic
corporations herein named do hereby adopt the follow articles of merger.
1. The following annexed hereto and made a part hereof is the
Agreement and Plan of Merger for merging DAS Management Group, Inc. with and
into Medi-Car Systems, Inc. as approved and adopted by written consent of the
shareholders of DAS Management Group, Inc. entitled to vote thereon given on
December 20, 1995 in accordance with the provisions of Section 607.0704 the
Florida Business Corporation Act.
2. Medi-Car Systems, Inc. will continue its existence as the surviving
corporation under its present name pursuant to the provisions of the Florida
Business Corporation Act.
3. The effective time and date of the merger herein provided for shall
be 11:59 p.m. on December 31, 1995.
Executed on December 21, 1995.
DAS Management Group, Inc.
By: /s/ R. Garner
------------------------------------
Name: Robert L. Garner
Title: CEO
Medi-Car Systems, Inc.
By: /s/ R. Garner
------------------------------------
Name: Robert L. Garner
Title: CEO
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AGREEMENT AND PLAN OF MERGER adopted for DAS Management Group, Inc.. a
business corporation organized under the laws of the State of Florida, by
resolution of its Board of Directors on December 20, 1995. and adopted for
Medi-Car Systems, Inc., a business corporation organized under the laws of the
State of Florida, by resolution of its Board of Directors on December 20, 1995.
The names of the corporations planning to merge are DAS Management Group, Inc.,
a business corporation organized under the laws of the State of Florida, and
Medi-Car Systems, Inc., a business corporation organized under the laws of the
State of Florida. The name of the surviving corporation into which DAS
Management Group, Inc. plans to merge is Medi-Car Systems, Inc.
1. DAS Management Group. Inc. and Medi-Car Systems, Inc. shall,
pursuant to the provisions of the Florida Business Corporation Act, be merged
with and into a single corporation, to wit, Medi-Car Systems, Inc., which shall
be the surviving corporation at the effective time and date of the merger and
which is sometimes hereinafter referred to as the "surviving corporation", and
which shall continue to exist as said surviving corporation under its present
name pursuant to the provisions of the Florida Business Corporation Act. The
separate existence of DAS Management Group, Inc. which is sometimes hereinafter
referred to as the "non-surviving corporation", shall cease at the effective
time and date of the merger in accordance with the provisions of the Florida
Business Corporation Act.
2. The Articles of Incorporation of the surviving corporation at the
effective time and date of the merger shall be the Articles of Incorporation of
said surviving corporation and said Articles of Incorporation shall continue in
full force and effect until amended and changed in the manner prescribed by the
provisions of the Florida Business Corporation Act.
3. The present bylaws of the surviving corporation will be the bylaws
of said surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the Florida Business Corporation Act.
4. The directors and officers in office of the surviving corporation
at the effective time and 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 respective offices until the election and qualification of
their successors or until their tenure is otherwise terminated in accordance
with the bylaws of the surviving corporation.
5. Each issued share of the non-surviving corporation immediately
prior to the effective time and date of the merger shall, at the effective time
and date of the merger, be converted into shares of the surviving corporation.
The issued shares of the surviving corporation shall not be converted or
exchanged in any manner, but each said share which is issued at the effective
time and date of the merger shall continue to represent one issued share of the
surviving corporation.
6. The Plan of Merger herein made and approved shall be submitted to
the shareholders of the non-surviving corporation and to the shareholders of the
surviving corporation for their approval or rejection in the manner prescribed
by the provisions of the Florida Business Corporation Act.
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7. In the event that the Plan of Merger shall have been approved by
the shareholders entitled to vote of the non-surviving corporation and by the
shareholders entitled to vote of the surviving corporation in the manner
prescribed by the provisions of the Florida Business Corporation Act, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Florida, and that they will
cause to be performed all necessary acts therein and elsewhere to effectuate the
merger.
8. The Board of Directors and the proper officers of the non-surviving
corporation and the Board of Directors and the proper officers of 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.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first written above.
Attest: DAS MANAGEMENT GROUP, INC.
/s/ X By /s/ R. Garner
- ---------------------- -------------------------------------
Chief Executive Officer
Attest: MEDI-CAR SYSTEMS, INC.
/s/ X By /s/ R. Garner
- ---------------------- -------------------------------------
Chief Executive Officer
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