EX-3.188 184 y12848exv3w188.txt EXHIBIT 3.188 Exhibit 3.188 ARTICLES OF INCORPORATION (R.S. 12:24) Domestic Business Corporation Return to: Corporations Division Enclose $60.00 filing fee P.O. Box 94125 Make remittance payable to Baton Rouge, LA 70804-9125 Secretary of State Phone (504) 925-4704 Do not send cash STATE OF LOUISIANA PARISH OF ___________________________ 1. The name of this corporation is: EmCare of Louisiana, Inc. 2. This corporation is formed for the purpose of: (check one) [x] Engaging in any lawful activity for which corporations may be formed. [ ] ____________________________________________________________________ (use for limiting corporate activity) 3. The duration of this corporation is: (may be perpetual) perpetual 4. The aggregate number of shares which the corporation shall have authority to issue is: 1,000 5. The shares shall consist of one class only and the par value of each share is $0.01 (shares may be without par value) per share. 6. The full name and post office address of each incorporator is: William F. Miller, III 1717 Main Street, Suite 5200 Dallas, TX 75201 7. Other provisions: _______________________________________________________ see attached rider 8. The corporation's federal tax identification number is: Applied For THUS DONE AND PASSED in my office in Dallas, Texas on this the 26th day of March , 19 98 , in my presence and in the presence of the undersigned witnesses who sign their names with me, Notary, after due reading of the whole. Incorporator's Signature: /s/ William F. Miller, III _____________________________ ------------------------------------------ Witness William F. Miller, III ______________________________ __________________________________________ Witness /s/ Anne B. Turner --------------------------------- Notary EXHIBIT A Mandatory Redemption of Shares of Deceased. In the event that a shareholder of the corporation dies or becomes no longer qualified to own shares in the corporation, the corporation shall redeem all of the shares of Common Stock owned by said shareholder for a purchase price of $1.00 per share. Preemptive Rights. No share shall bear any preemptive right of its shareholder to acquire additional shares. No Cumulative Voting Rights. The holders of shares of each and every class and series in the corporation shall not be entitled to cumulative voting rights in the election of directors of the corporation, in any and all circumstances. CONSENT TO USE OF NAME EmCare, Inc., a corporation duly organized and existing under the laws of the State of Delaware and qualified in the State of Louisiana, does hereby consent to the use of name and incorporation of EmCare of Louisiana, Inc. in the state of Louisiana. EMCARE, INC. By: /s/ William F. Miller, III ---------------------------------- William F. Miller, III, President \ DISCLOSURE OF OWNERSHIP (R.S. 12:23 E, 12.205 E and 12:304 A (II)) STATE OF TEXAS COUNTY OF DALLAS BEFORE ME, the undersigned Notary in and for the parish herein above shown, personally came and appeared the undersigned who, after being duly sworn, did depose and say that: EmCare of Louisiana, Inc. -------------------------------------------------------------------------------- Corporation Name is contracting with the state and listed below are the names and addresses of all persons or corporate entities who hold ownership interest of five percent or more in the corporation or who hold by proxy the voting power of five percent or more in the corporation and, if anyone is holding stock in his own name that actually belongs to another, the name of the person for whom held, including stock held pursuant to a counterletter. 1. Persons or corporate entities owning 5% or more: EmCare, Inc., 1717 Main Street, Suite 5200, Dallas, Texas 75201 -------------------------------------------------------------------------------- Name Address ________________________________________________________________________________ Name Address ________________________________________________________________________________ Name Address 2. Persons or corporate entities who hold by proxy the voting power of 5% or more: ________________________________________________________________________________ Name Address ________________________________________________________________________________ Name Address ________________________________________________________________________________ Name Address 3. Stock held for others and for whom held: ________________________________________________________________________________ Name Address ________________________________________________________________________________ For Whom Held Address ________________________________________________________________________________ Name Address ________________________________________________________________________________ For Whom Held Address ________________________________________________________________________________ Name Address ________________________________________________________________________________ For Whom Held Address Sworn to and subscribed before me at Dallas, Texas this 27th day of April , 19 98 . EmCare of Louisiana, Inc. By: /s/ William F. Miller, III /s/ Anne B. Turner --------------------------------------- ------------------------ Corporation Representative Notary William F. Miller, III, President NOTICE OF NEW ADDRESS OF REGISTERED AGENT FOR SERVICE OF PROCESS To: The Secretary of State for the State of Louisiana Notice is hereby given pursuant to LA. R.S. Title 12:104; 308; 236; 1308; 1350 and 3424 of the new address of National Registered Agents, Inc. in the State of Louisiana where process may be served for profit and non-profit corporations, limited liability companies and limited partnerships represented by National Registered Agents, Inc. as shown on the records of the Secretary of State. The agent for service of process, National Registered Agents, Inc., was formerly located at 3500 Highway 190, Mandeville, LA 70471-3124. The new address for the said agent for service of process, National Registered Agents, Inc., is 225 St. Ann Drive, Mandeville, LA 70471-3219. Notice is also given pursuant to LA. R.S. Title 12:104; 308; 236; 1308; 1350 and 3424 that the registered office of each profit and non-profit corporation, limited liability company and limited partnership shown on the records of the Secretary of State to be represented by National Registered Agents, Inc. and designating 3500 Highway 190, Mandeville, LA 70471-3124, is changed to 225 St. Ann Drive, Mandeville, LA 70471-3219. All such entities may now be served at the new address of the agent for service of process as set forth, as of August 6, 1999. I, Dennis E. Howarth, President of the said agent, hereby declare the contents of this Notice true to the best of my knowledge and belief, as of this 2nd day of August, 1999. National Registered Agents, Inc. /s/ Dennis E. Howarth --------------------------------------- Dennis E. Howarth, President NOTICE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF REGISTERED AGENT (R.S. 12:104 & 12:236) Domestic Business Corporation Return to: Corporations Division (Business or Non-Profit) P.O. Box 94125 Enclose $20.00 filing fee Baton Rouge, LA 70804-9125 Make remittance payable to Phone (225) 925-4704 Secretary of State Web Site: www.sec.state.la.us Do Not Send Cash Corporation Name: ______________________________________________________________ EMCARE OF LOUISIANA, INC. CHANGE OF LOCATION OF REGISTERED OFFICE Notice is hereby given that the Board of Directors of the above named corporation has authorized a change in the location of the corporation's registered office. The new registered office is located at: __________________________________________ _____________________________________________________________________ To be signed by one (1) officer or two (2) directors Date CHANGE OF REGISTERED AGENTS Notice is hereby given that the Board of Directors of the above named corporation has authorized the change of the corporation's registered agent(s). The name(s) and address(es) of the new registered agent(s) is/are as follows: Corporation Service Company 320 Somerulos Street Baton Rouge, LA 70802-6129 /s/ Laura R. Dunlap 08/14/02 -------------------------------------------------------------- President, Vice President or Secretary Date LAURA R. DUNLAP, Vice President AGENT'S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named corporation. Corporation Service Company /s/ Deborah D. Skipper ------------------------------------------------------------- Sworn to and subscribed before me, the undersigned Notary Public, on this date: Aug. 20, 2002 /s/ Ta-Tanisha G. Adams ----------------------- Notary TA-TANISHA G. ADAMS