EX-3.148 144 y12848exv3w148.txt EXHIBIT 3.148 Exhibit 3.148 A-234-Certificateof Incorporation Certificate of Incorporation of SUNRISE HANDICAP TRANSPORT CORP. under Section 402 of the Business Corporation Law IT IS HEREBY CERTIFIED THAT: (1) The name of the proposed corporation is SUNRISE HANDICAP TRANSPORT CORP. (2) The purpose or purposes for which this corporation is formed, are as follows, to wit: To conduct, engage in and carry on the general business of transportation by air, by land and by water. The corporation, in furtherance of its corporate purposes above set forth, shall have all of the powers enumerated in Section 202 of the Business Corporation Law, subject to any limitations provided in the Business Corporation Law or any other statute of the State of New York. (3) The office of the corporation is to be located in the Town (city) (town) (incorporated village) of Babylon, County of Suffolk, State of New York. (4) The aggregate number of shares which the corporation shall have the authority to issue is TWO-HUNDRED (200) SHARES, without par value, but with right reserved to shareholders to fix consideration for issuance of said shares. (5) The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is 345 36th Street, Lindenhurst, N.Y. 11757 (6) The accounting period which the corporation intends to establish for its first franchise tax report is the fiscal-year ending April 30, 1981. The undersigned incorporator, or each of them if there are more than one, is of the age of eighteen years or over. IN WITNESS WHEREOF, this certificate has been subscribed this 4th day of May, 1981 by the undersigned who affirm(s) that the statements made herein are true under the penalties of perjury. /s/ Joseph Randazzo ------------------------------------- Type name of incorporator Joseph Randazzo Signature 345 36th Street, Lindenhurst, N.Y. 11757 Address /s/ Gary Koziarz ------------------------------------- Type name of incorporator GARY KOZIARZ Signature 240 Cabota Avenue, Copiague, N.Y. 11726 Address ------------------------------------- Type name of incorporator Signature ------------------------------------- Address 2 Certificate of Incorporation of SUNRISE HANDICAP TRANSPORT CORP. under Section 402 of the Business Corporation Law Filed By. ARTHUR J. GIORGINI Office and Post Office Address 326 So. Wellwood Avenue Box 501 Lindenhurst, N.Y. 11757 (516) 884-3600 FILE S1-3204____ 3 CERTIFICATE OF CHANGE OF SUNRISE HANDICAP TRANSPORT CORP. UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW WE, THE UNDERSIGNED, Robert F. Jarrett, the Vice-President and Robert H. Byrne, the Secretary of Sunrise Handicap Transport Corp. hereby certify: 1. The name of the corporation is Sunrise Handicap Transport Corp. 2. The Certificate of Incorporation of said corporation was filed by the Department of State on May 11, 1981. The following was authorized by the Board of Directors: 3. To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from c/o The Corporation 11 Drew Court, Ronkonkoma, New York 11779 to c/o C T Corporation System, 1633 Broadway, New York, New York 10019. To appoint the registered agent in New York upon when all process against the corporation may be served to be C T Corporation System at 1633 Broadway, New York, New York 10019 IN WITNESS WHEREOF, we have signed this certificate on the ___ day of November 1995 and we affirm the statements contained thereon as true under penalties of perjury. /s/ Robert E. Jarrett ------------------------------------- Robert E. Jarrett - Vice President /s/ Robert H. Byrne ------------------------------------- Robert H. Byrne, Secretary 4 CERTIFICATE OF CHANGE OF SUNRISE HANDICAP TRANSPORT CORP. UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW LAIDLAW TRANSIT INC. 3221 NORTH SERVICE ROAD BURLINGTON, ONT CANADA L7R 3Y8 5 CERTIFICATE OF MERGER OF Associated Ambulance Service, Inc. Adam Transportation, Inc., Park Ambulance Service, Inc., Five Counties Ambulance Service, Inc. Sunrise Handicap Transport Corp. INTO MEDTRANS OF NEW YORK, INC. UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW We, the undersigned, Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President and the Secretary of MedTrans of New York, Inc., and Michael Forsayeth and Robert H. Byrne, being respectively the Vice-President and Secretary of Associated Ambulance Service, Inc., Adam Transportation, Inc., Park Ambulance Service, Five Counties Ambulance Service, Inc., and Sunrise Handicap Transport Corp. hereby certify: 1. (a) The name of each constituent is as follows: MedTrans of New York, Inc. Associated Ambulance Service, Inc. Adam Transportation, Inc. Park Ambulance Service, Inc. Five Counties Ambulance Service, Inc. Sunrise Handicap Transport Corp. (b) The name of the surviving corporation is MedTrans of New York, Inc. and following the merger its name shall be MedTrans of New York, Inc. 2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:
Designation and of Class or Series Shares entitled shares in each class of Shares entitled to vote as a Name of Corporation or series outstanding to Vote class or series ------------------- --------------------- ------------------ --------------- MedTrans of 100 Common Common 1 New York, Inc. Associated Ambulance 1,000 Common Common 1 Service, Inc. Adam Transportation, 100 Common Common 1 Inc.
6 Park Ambulance 50 Common Common 1 Service, Inc. Five Counties Ambulance 100 Common Common 1 Service, Inc. Sunrise Handicap 100 Common Common 1 Transport Corp.
3. There will be no amendments or changes made to the Certificate of Incorporation of the surviving corporation once the merger has taken place. 4. The date when the Certificate of Incorporation of each constituent corporation was filed by the Department of State is as follows:
Name of Corporation Date of Incorporation ------------------- --------------------- MedTrans of New York, Inc. December 27, 1994 Associated Ambulance Service, Inc. April 8, 1988 (under the name of AMB-U-Chair Coaches Inc.) Adam Transportation Services, Inc December 23, 1988 Park Ambulance Service, Inc. August 3, 1964 (under the name of Park Ambulance & Oxygen Service, inc.) Five Counties Ambulance Service, Inc. November 23, 1964 Sunrise Handicap Transport Corp. May 11, 1981
5. The merger was adopted by each constituent corporation in the following manner. (a) As to MedTrans of New York, Inc., by the unanimous written consent of the shareholders. (b) As to Associated Ambulance Service, Inc., by the unanimous written consent of the shareholders. (c) As to Adam Transportation Service, Inc., by the unanimous written consent of the shareholders. (d) As to Park Ambulance Service, Inc., by the unanimous written consent of the shareholders. 7 (e) As to Five Counties Ambulance Service, Inc., by the unanimous written consent of the shareholders. (f) As to Sunrise Handicap Transport Corp., by the unanimous written consent of the shareholders. 6. The merger shall be effected on the 31st day of August, 1996. IN WITNESS WHEREOF, we have signed this certificate on the 27 day of August, 1996, and we affirm the statements therein as true under penalties or perjury. MedTrans of New York, Inc. By: /s/ Michael Forsayeth ---------------------------------- Michael Forsayeth - Vice President By: /s/ Robert H. Byrne ---------------------------------- Robert H. Byrne - Secretary Associated Ambulance By: /s/ Michael Forsayeth ---------------------------------- Michael Forsayeth - Vice President By: /s/ Robert H. Byrne ---------------------------------- Robert H. Byrne - Secretary Adam Transportation, Inc. By: /s/ Michael Forsayeth ---------------------------------- Michael Forsayeth - Vice President By: /s/ Robert H. Byrne ---------------------------------- Robert H. Byrne - Secretary SIGNATURES CONTINUED... Park Ambulance Service, Inc. By: /s/ Michael Forsayeth ---------------------------------- Michael Forsayeth - Vice President By: /s/ Robert H. Byrne ---------------------------------- Robert H. Byrne - Secretary 8 Five Counties Ambulance Service, Inc. By: /s/ Michael Forsayeth ---------------------------------- Michael Forsayeth - Vice President By: /s/ Robert H. Byrne ---------------------------------- Secretary Sunrise Handicap Transport Corp. By: /s/ Michael Forsayeth ---------------------------------- Michael Forsayeth - Vice President By: /s/ Robert H. Byrne ---------------------------------- Robert H. Byrne - Secretary 9 CERTIFICATE OF MERGER OF ASSOCIATED AMBULANCE SERVICE, INC. ADAM TRANSPORTATION, INC. PARK AMBULANCE SERVICE, INC. FIVE COUNTIES AMBULANCE SERVICE, INC. SUNRISE HANDICAP TRANSPORT CORP. INTO MEDTRANS OF NEW YORK, INC. UNDER SECTION 904 OF THE BUSINESS CORPORATION-LAW LAIDLAW INC. 3221 N. SERVICE ROAD BURLINGTON ONTARIO CANADA L7R 3Y8 10 At a Special Term of the Supreme Court of the State of New York, County of Albany, held at the Court House in Albany, New York, on the 18 day of March, 1997 PRESENT : JUSTICE SUPREME COURT COUNTY OF ALBANY STATE OF NEW YORK MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. Plaintiffs, - AGAINST - SECRETARY OF STATE OF THE STATE OF NEW YORK, Defendant. ORDER Plaintiffs, MEDTRANS OF NEW YORK, INC., ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. and SUNRISE HANDICAP TRANSPORT CORP. by their attorney, Laurence A. Kirsch, Esq., by an Order To Show Cause having sought an Order in this Court annulling the filing of the Certificate of Merger of the above named corporations into MEDTRANS OF NEW YORK, INC. filed on the 31st day of August, 1996, with the Division of Corporations of the New York State Secretary of State's Office, and upon reading and filing the affidavit of Lawrence A. Kirsch, Esq., sworn to the 28th day of February, 1997, and the Defendant having no objection to such order, it is hereby ORDERED, that the Certificate of Merger of ASSOCIATED AMBULANCE SERVICE, INC., ADAM TRANSPORTATION SERVICE, INC., PARK AMBULANCE SERVICE, INC., FIVE COUNTIES AMBULANCE SERVICE, INC. AND SUNRISE HANDICAP TRANSPORT CORP. into MEDTRANS OF NEW YORK, INC. filed in the Offices of the Division of Corporations of the New York Secretary of State's Office on August 30, 1996, to be effective August 31, 1996 be annulled, and it is further ORDERED, that the constituent corporations to the above merger be restored to the index of existing corporations of the Department of State, Division of Corporations, and it is further 11 ORDERED, that Plaintiffs file a copy of this Order with the Department of State, Division of Corporations with respect to each of the above named entities and pay the appropriate statutory filing fees for same. Signed this 18 day of March, 1997, at Albany, New York. /s/ X ------------------------------------- Hon. Justice of the Supreme Court STATE OF NEW YORK COUNTY OF ALBANY CLERK'S OFFICE ss.: I, THOMAS G. CLINGAN, Clerk of the said County, and also Clerk of the Supreme and County Courts, being Courts of Record held therein, DO HEREBY CERTIFY that I have compared the annexed copy with the original thereof filed in this office on the 18 day of March 1997 and that the same is a correct transcript therefrom, and of the whole of said original. IN TESTIMONY WHEREOF, I have hereunto set my name and affixed my official seal, this 18 day of March 1997. /s/ THOMAS G. CLINGAN ------------------------------------- Clerk 12 COURT ORDER NULLIFYING CERTIFICATE OF MERGER OF MEDTRANS OF NEW YORK, INC. ASSOCIATED AMBULANCE SERVICE, INC. ADAM TRANSPORTATION SERVICE INC. PARK AMBULANCE SERVICE, INC. FIVE COUNTIES AMBULANCE SERVICE, INC. SUNRISE HANDICAP TRANSPORT CORP. Filed by: HARTER, SECREST & EMERY 700 MIDTOWN TOWER ROCHESTER, NY 14604-2070 13 CERTIFICATE OF CHANGE OF SUNRISE HANDICAP TRANSPORT CORP. Under Section 805-A of the Business Corporation Law 1. The name of the corporation is SUNRISE HANDICAP TRANSPORT CORP. If applicable, the original name under which it was formed is 2. The Certificate of Incorporation of said corporation was filed by the Department of State on 5-11-81. 3. The address of C T Corporation System as the registered agent of said corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK. NY 10019 to 111 Eighth Avenue, New York, New York 10011. 4. The address to which the Secretary of State shall mail a copy of process in any action or proceeding, against the corporation which may be served on him is hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to c/o C T Corporation System, 111 Eighth Avenue, New York, New York 10011. 5. Notice of the above changes was mailed to the corporation by C T Corporation System not less than 30 days prior to the date of delivery to the Department of State and such corporation has not objected thereto. 6. C T Corporation System is both the agent of such corporation to whose address the Secretary of State is required to mail copies of process and the registered agent of such corporation. IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and affirm the statements contained herein as true under penalties of perjury. CT CORPORATION SYSTEM By: /s/ Kenneth J. Uva --------------------------------- Kenneth J. Uva - Vice President 14 E9 - DRAWDOWN CERTIFICATE OF CHANGE OF SUNRISE HANDICAP TRANSPORT CORP. Under Section 805-A of the Business Corporation Law Filed by: C T CORPORATION SYSTEM 111 Eighth Avenue New York, NY 10011 15