1 EXHIBIT 3.37 STATE OF FLORIDA ARTICLES OF INCORPORATION OF EMSA MANAGED CARE, INC. THE UNDERSIGNED, ACTING AS INCORPORATORS OF A CORPORATION UNDER THE FLORIDA GENERAL CORPORATION ACT, ADOPT THE FOLLOWING ARTICLES OF INCORPORATION. FIRST: THE NAME OF THE CORPORATION IS EMSA MANAGED CARE, INC. SECOND: THE PERIOD OF ITS DURATION IS PERPETUAL. THIRD: THE PURPOSE OR PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED ARE: TO ENGAGE IN THE TRANSACTION OF ANY OR ALL LAWFUL BUSINESS FOR WHICH CORPORATIONS MAY BE INCORPORATED UNDER THE PROVISIONS OF THE FLORIDA GENERAL CORPORATION ACT. FOURTH: THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE AUTHORITY TO ISSUE IS: 1,000 COMMON SHARES @ $1.00 FIFTH: THE STREET ADDRESS OF THE INITIAL REGISTERED OFFICE OF THE CORPORATION IS 100 N.W. 70TH AVENUE, PLANTATION, FLORIDA 33317, AND THE NAME OF ITS INITIAL REGISTERED AGENT AT SUCH ADDRESS IS GEORGE W. McCLEARY, JR. SIXTH: THE NUMBER OF DIRECTORS CONSTITUTING THE INITIAL BOARD OF DIRECTORS OF THE CORPORATION IS ONE (1), AND THE NAMES AND ADDRESS OF THE PERSONS WHO ARE TO SERVE AS DIRECTORS UNTIL THE FIRST ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND SHALL QUALIFY ARE: J. CLIFFORD FINDEISS 100 N.W. 70TH AVENUE PLANTATION, FLORIDA 33317 2 SEVENTH: THE NAME AND ADDRESS OF EACH INCORPORATOR IS: BARBARA A. BURKE 8751 WEST BROWARD BOULEVARD PLANTATION, FLORIDA 33324 DOMENICO A. BORRIELLO 8751 WEST BROWARD BOULEVARD PLANTATION, FLORIDA 33324 ACCEPTANCE BY THE REGISTERED AGENT: GEORGE W. McCLEARY, JR. IS FAMILIAR WITH AND ACCEPTS THE OBLIGATIONS PROVIDED FOR IN S. 607.325. DATED: May 22, 1989. /s/ Barbara A. Burke ______________________________ BARBARA A. BURKE /s/ Domenico A. Borriello ______________________________ DOMENICO A. BORRIELLO ______________________________ INCORPORATORS STATE OF FLORIDA COUNTY OF BROWARD THE FOREGOING INSTRUMENT WAS ACKNOWLEDGED BEFORE ME THIS 22ND DAY OF MAY, 1987, BY BARBARA A. BURKE OF EMSA MANAGED CARE, INC. MY COMMISSION EXPIRES: /s/ ______________________________ Notary Public -2- 3 ARTICLES OF AMENDMENT OF EMSA MANAGED CARE, INC. (BY VOTE OF SHAREHOLDERS) PURSUANT TO SECTION 607.181 OF THE GENERAL CORPORATION ACT OF FLORIDA, THE UNDERSIGNED CORPORATION ADOPTS THESE ARTICLES OF AMENDMENT. FIRST: THE NAME OF THE CORPORATION IS EMSA MANAGED CARE, INC. SECOND: THE ARTICLES OF INCORPORATION OF THIS CORPORATION IS AMENDED BY CHANGING THE ARTICLE NUMBERED "FIRST" SO THAT, AS AMENDED, SAID ARTICLE SHALL READ AS FOLLOWS: EMSA LOUISIANA, INC. THIRD: THE AMENDMENT TO THE ARTICLES OF INCORPORATION WAS ADOPTED BY THE SHAREHOLDERS OF THE CORPORATION ON THE 16 DAY OF JUNE, 1989. FOURTH: IF SUCH AMENDMENT PROVIDES FOR AN EXCHANGE, RECLASSIFICATION OR CANCELLATION OF ISSUED SHARES, THE MANNER IN WHICH THE SAME SHALL BE EFFECTED, IF IT IS NOT SET FORTH IN THE AMENDMENT ITSELF, IS AS FOLLOWS: SIGNED THIS 16 DAY OF JUNE, 1989. EMSA MANAGED CARE, INC. -1- 4 BY: /s/ J. Clifford Findeiss __________________________ PRESIDENT J. Clifford Findeiss, President _______________________________ (TYPE OR PRINT NAME AND CAPACITY) /s/ George McCleary _______________________________ (SECRETARY OR ASSISTANT SECRETARY George McCleary _______________________________ (TYPE OR PRINT NAME AND CAPACITY) STATE OF FLORIDA COUNTY OF BROWARD THE FOREGOING INSTRUMENT WAS ACKNOWLEDGED BEFORE ME THIS 16 DAY OF JUNE, 1989, BY J. CLIFFORD FINDEISS, PRESIDENT OF EMSA LOUISIANA, INC., ON BEHALF OF THE CORPORATION. MY COMMISSION EXPIRES JAN. 5, 1993. /s/ Mary Ann D'Armato ______________________________ NOTARY PUBLIC (SEAL) -2-