EX-3.92 88 y12848exv3w92.txt EXHIBIT 3.92 Exhibit 3.92 Form BCA-2.10 ARTICLES OF INCORPORATION (Rev. Jan. 1991) George H. Ryan SUBMIT IN DUPLICATE! Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-6961 This space for use by Secretary of State Payment must be made by certified Date ______________________ check, cashiers check, Illinois attorney's check, Illinois C.P.A's check or Franchise Tax _____________ money order, payable to Secretary Filing Fee ________________ of State. Approved: _________________ 1. CORPORATE NAME: LifeCare Ambulance Service, Inc. (The corporate name must contain the word "corporation," "company," "incorporated" "limited" or an abbreviation thereof.) 2. Initial Registered Agent: Abraham J. Stern First Name Middle Initial Last Name
Initial Registered Office: 30 South Wacker Drive, Suite 2900 Number Street Suite # Chicago, 60606-7484 Cook City Zip Code County
3. Purpose or purposes for which the corporation is organized: (If not sufficient space to cover this point, add one or more sheets of this size.) To transact any or all lawful activities and businesses which are authorized by the Illinois Business Corporation Act of 1983, and to purchase or otherwise acquire, hold, use, own, mortgage, sell, convey, lease or otherwise dispose of and deal in real and personal property of every class and description or any interest therein. 4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:
Par Value Number of Shares Number of Shares Consideration to be Class per Share Amortized Proposed to be Issued Received Therefor ----- --------- ---------------- --------------------- ------------------- Common $NPV 1,000 1,000 $1,000 TOTAL $1,000
Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are: (It not sufficient space to cover this point, add one or more sheets of this size.) 5. OPTIONAL: (a) Number of directors constituting the initial board of directors of corporation: _________________ (b) Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify: Name ______________ Residential Address ___________________ 6. OPTIONAL: (a) It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be: $______ (b) It is estimated that the value of the property to be located within the State of Illinois during the following year will be: $______ (c) It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be: $______ (d) It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be: $______ 7. OPTIONAL: OTHER PROVISIONS Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc. 8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S) The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true. Dated December 9, 1991 Signature and Name Address ------------------ --------------------- 1. /s/ Dana L. Redburg 30 South Wacker Drive ------------------- Street Signature 2 Dana L. Redburg Chicago, IL 60606 (Type or Print Name) City/Town State Zip Code 2. -------------------- ------------------------------- Signature Street ------------------- ------------------------------- (Type or Print Name) City/Town State Zip Code 3. -------------------- ------------------------------- Signature Street -------------------- ------------------------------- (Type or Print Name) City/Town State Zip Code (Signatures must be in ink on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.) NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be shown and the execution shall be by its President or Vice President, and verified by him and attested by its Secretary or Assistant Secretary. FEE SCHEDULE - The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid in capital represented in this state with a minimum of $25 and a maximum of $1,000,000. - The filing fee is $75. - The minimum total due (franchise tax + filing fee) is $100. (Applies when the Consideration to be Received as set forth in item 4 does not exceed $16,667). - The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary. Illinois Secretary of State Springfield, IL 62756 Department of Business Services Telephone (217) 782-6961 3 YEAR OF STATE OF ILLINOIS CORPORATION File Prior to: DOMESTIC CORPORATION ANNUAL REPORT FILE NO. ____ PLEASE TYPE OR PRINT CLEARLY IN BLACK INK 1.) CHANGES ONLY: REGISTERED AGENT CT CORPORATION REGISTERED OFFICE 208 S. LA SALLE STREET CITY, IL ZIP CODE CHICAGO, IL 60604 2.) CORPORATE NAME, REGISTERED AGENT, REGISTERED OFFICE, CITY, IL ZIP CODE LIFECARE AMBULANCE SERVICE, INC. c/o ABRAHAM J. STERN 121091 30 S WACKER DR STE 2900 COOK CHICAGO, IL. 60606-7405 COUNTY 3a.) State or Country of Incorporation: IL 3b.) Date Qualified To Do Business In IL 4.) The names and residential addresses of ALL officers & directors MUST be listed here!
OFFICE NAME NUMBER & STREET CITY STATE ZIP --------- ---------------- --------------------- ------------ ----- --- Resident John R. Grainger 120 Maplewood Rt., Mississaura, ON Secretary Robert H. Byrne 2094 Gordie Tapp CR., Burlington ON Treasurer Robert E, ______ 1579 MillboroughLine, E _________ ON Director David White 2144 V.A. Tiempo, ___________ CA Director John R. Grainger 120 Maplewood Rt., Mississaura, ON Director
5.) If 51% or more of the stock is owned by a minority or female, please check appropriate box [ ] Minority Owned Female Owned 6.) Number of shares authorized and issued (as of):
CLASS SERIES PAR VALUE NUMBER AUTHORIZED NUMBER ISSUED ----- ------ --------- ----------------- ------------- COMM 1000 1000.000
IMPORTANT! Whenever the amount in item 6 or 7a differs from the Secretary of State's records, the enclosed BCA 14.30 must be completed. 7a.) The amount of paid-in capital as of 08/30/94 is $50,000. 8.) By /s/ Robert H. Byrne ------------------------------------ Secretary 11/8/94 (Any Authorized Officer's Signature) (Title) (Date) 4 RETURN TO: ITEM 8 MUST BE SIGNED! Department of Business Services Under the penalty of perjury and as an Secretary of State authorized officer I declare that this annual Springfield, IL 62756 report and, if applicable, the statement of Telephone (217) 782-7808 change of registered agent and/or office, pursuant to provisions in the Business Corporation Act, been examined by a me and is, to the best of my knowledge and belief, true, correct and complete.
(PLEASE COMPLETE THE REVERSE SIDE OF THIS REPORT) 5