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EXHIBIT 3.79
ARTICLES OF INCORPORATION
OF
EMSA JOLIET, INC.
The undersigned subscriber(s) to these Articles of Incorporation, a
natural person(s) competent to contract, hereby form(s) a corporation under the
laws of the State of Florida.
ARTICLE I
NAME
The name of this corporation shall be:
EMSA JOLIET, INC.
ARTICLE II
NATURE OF BUSINESS
The general nature of the business to be transacted by this corporation
is:
A. To engage in every phase and aspect of rendering-managing, staffing and
consulting services to hospitals and medical facilities.
B. To conduct business in, have one or more offices in and hold, mortgage,
sell, convey, lease or otherwise dispose of real and personal property,
including franchises, patents, copyrights, trademarks and licenses in the State
of Florida and in all other states and countries.
C. To contract debts and borrow money, issue and sell or pledge bonds,
debentures, notes and other evidences of indebtedness, and execute such
mortgages, transfers or corporate property, or other instruments to secure the
payment of corporate indebtedness as required.
D. To purchase the corporate assets of any other corporation and engage in
the same or other character of business.
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E. To guarantee, endorse, purchase, hold, sell, transfer, mortgage, pledge
or otherwise acquire or dispose of the share of the capital stock of, or any
bonds, securities, or other evidences of indebtedness created by any other
corporation of the State of Florida or any other state or government, and while
owner of such stock to exercise all the rights, powers, and privileges of
ownership, including the right to vote such stock.
F. To do everything necessary and proper for the accomplishment of any of
the purposes or the attaining of any of the objectives or the furtherance of any
of the purposes enumerated in these Articles of Incorporation or any amendment
thereof to do everything necessary or incidental to the protection and benefit
of the corporation, and in general, either alone or in association with other
corporations, firms or individuals, to carry on any lawful pursuit necessary or
the attainment of the objects or the furtherance of such purposes or objects of
the corporation.
G. To engage in any activity or business permitted under the laws of the
United States and of the State of Florida.
The foregoing paragraphs shall be construed as enumerating both objects
and purposes of the corporation; and it is hereby expressly provided that the
foregoing enumeration of specific purposes shall not be held to limit or
restrict in any manner the purposes of the corporation otherwise permitted by
law.
ARTICLE III
CAPITAL STOCK
The corporation is authorized to issue 1,000 shares of par common stock at
one dollar par value.
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ARTICLE IV
PRE-EMPTIVE RIGHTS
Every shareholder upon the sale for cash of any new stock of this
corporation of the same kind, class or series as that which he already holds,
shall have the right to purchase his pro rata share thereof (as nearly as may be
done without issuance of fractional shares) at the price at which is offered to
others.
ARTICLE V
TERMS OF EXISTENCE
The corporation shall have perpetual existence, commencing on the date of
filing of the Articles of Incorporation with the Department of State.
ARTICLE VI
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of this corporation is
100 Northwest 70th Avenue, Plantation, Florida 33317 . The name of the initial
registered agent of this corporation at this address is George W. McCleary, Jr.
ARTICLE VII
INITIAL BOARD OF DIRECTORS
The business of the corporation shall be managed by its board of
directors. The corporation shall initially have one director. The number of
directors may be either increased or decreased from time to time by the by-laws
but shall never be less than one. The name and address of the initial director
of this corporation is: J. CLIFFORD FINDEISS, 100 Northwest 70th Avenue,
Plantation, Florida 33317.
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ARTICLE VIII
SUBSCRIBER
The name and address of the person signing these Articles of Incorporation
as subscriber is: EMSA LIMITED PARTNERSHIP, 100 Northwest 70th Avenue,
Plantation, Florida 33317.
ARTICLE IX
VOTING FOR DIRECTORS
The board of directors shall be elected by the shareholders of the
corporation at such times and in such manner as provided by the by-laws of the
corporation.
ARTICLE X
REMOVAL OF DIRECTORS
Any directors of the corporation may be removed at any annual or special
meeting of the stockholders by the same vote as that required to elect a
director.
ARTICLE XI
CONTRACTS
No contract or other transaction between the corporation and any other
corporation shall be affected by the fact that any director of the corporation
is interested in, or is a director or officer of, such other corporation, and
any director, individually or jointly, may be a party to, or may be interested
in, any contract or transaction of the corporation or in which the corporation
is interested; and no contract or other transaction of the corporation with any
person, firm or corporation shall be affected by the fact that any director of
the corporation is a party in any way connected with such person, firm or
corporation, and every person who may become a director
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of the corporation is hereby relieved from any liability that might otherwise
exist from contracting with the corporation for the benefit of himself or any
firm, association, or corporation in which he may be in any way interested
provided disclosure of the interest in and/or position with such other
corporation is made and/or known by the other directors.
ARTICLE XII
ADDITIONAL CORPORATE POWERS
In furtherance and not in the limitation of the general powers conferred
by the laws of the State of Florida and of the purposes and objects hereinabove
stated, the corporation shall have all the following powers:
A. To enter into, or become a partner in, any arrangement for sharing
profits, union of interest or corporation, joint venture, or otherwise, with any
person, firm or corporation for the purpose of carrying on any business which
the corporation has the direct or incidental authority to pursue.
B. At its option, to purchase and acquire any or all of its stock owned
and held by any such stockholder as should desire to sell, transfer or other
dispose of his stock in accordance with the by-laws adopted by the stockholders
of the corporation setting forth the terms and conditions of such purchase;
provided, however, the capital of the corporation is not impaired
C. At its option, to purchase and acquire the stock owned and held by any
stockholder who dies, in accordance with the bylaws adopted by the stockholders
of the corporation setting forth the terms and conditions of such purchase;
provided, however, the capital of the corporation is not impaired.
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D. To enter into, for the benefit of its employees, one or more of the
following: (i) a pension plan, (ii) a profit sharing plan, (iii) a stock bonus
plan, (iv) a thrift and savings plan, (v) a restricted stock option plan, (vi)
other retirement or incentive compensation plans.
ARTICLE XIII
AMENDMENT
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 a majority
of the stock entitled to vote thereon, unless all the directors and all the
stockholders sign a written statement manifesting their intention that a certain
amendment of these Articles of Incorporation be made.
ARTICLE XIV
ADOPTION OF BY-LAWS
The power to alter, amend, or repeal the by-laws or to adopt new by-laws
shall be vested in the board or directors; provided, however, that any by-laws
or amendment thereto as adopted by the board of directors may be altered,
amended or repealed by a vote of the shareholders entitled to vote for the
election of directors, or a new by-law in lieu thereof may be adopted by vote of
such shareholders.
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ARTICLE XV
BY-LAWS AND CORPORATE MANAGEMENT
The corporation may in its by-laws make any other provisions or
requirements for the management or conduct of the business of the corporation,
provided the same is not inconsistent with the provisions of this certificate,
or contrary to the laws of Florida or of the United States.
IN WITNESS WHEREOF, the undersigned subscriber has executed these Articles
of Incorporation on December 1, 1988.
/s/ George W. Cleary
______________________________
GEORGE W. CLEARY, JR.
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me on December 1, 1988 by
George W. McCleary, Jr.
/s/ Mary Ann D'Amato
______________________________
Notary Public
My commission expires January 8, 1982
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