EX-3.212 208 y12848exv3w212.txt EXHIBIT 3.212 Exhibit 3.212 ARTICLES OF INCORPORATION - NORTH DAKOTA BUSINESS OR FARMING CORPORATION NORTH DAKOTA SECRETARY OF STATE SFN 16812 (6-89) SEE PAGE 4 FOR FILING AND MAILING INSTRUCTIONS FILE NO.__________ We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation organized under North Dakota Business Corporation Act, adopt the following Articles of Incorporation for such Corporation: Article 1. The name of said Corporation shall be: EmCare of North Dakota, Inc. Article 2. The period of its duration is perpetual, OR _______________ Article 3. The purpose for which the Corporation is organized are general business purposes, OR: Article 4. A. Aggregate number of shares the corporation has authority to issue 1,000 B. Par value per share authorized by corporation $0.01 C. If shares are divided into classes, they are identified as follows: CLASS NO. OF SHARES PAR VALUE PER SHARE Article 5. A. Name of Registered Agent National Registered Agents, Inc. B. Social Security or Federal ID # of Registered Agent 13-3837683 C. Address of Registered Office City State Zip Code 220 North Fourth Street Bismarck ND 58501 D. Address of Executive Office City State Zip Code (if different than "C") c/o EmCare, Inc., Dallas TX 75201 1717 Main Street, #5200 E. The articles of incorporation are accompanied by a signed consent of the registered agent with a filing fee of $10. Article 6. Other provisions by which this corporation shall be governed: (If none, insert "none") See attached Rider. Article 7. A. The name, social security number, and address of each incorporator:
NAME SOCIAL SECURITY NUMBER ADDRESS CITY STATE ZIP William F. Miller, III ###-##-#### 1717 Main Street, #5200, Dallas, TX 75201
B. Signatures I (We), the above named incorporator(s), have read the foregoing Articles of Incorporation, know the contents, and believe the statements made therein to be true. Dated April 9, 1998. /s/William F. Miller, III ------------------------- William F. Miller, III 8. FEES: Filing.................................. $30.00 Consent of Registered Agent............. $10.00 Minimum License Fee..................... $50.00 Additional License Fees................. (Equal to $10.00 for every additional $10,000 in excess of $50,000)
SEE INSTRUCTIONS ON PAGE 4. 2 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. 3