EX-3.47 46 a2204534zex-3_47.htm EX-3.47

Exhibit 3.47

 

CERTIFICATE OF INCORPORATION

 

of

 

HTC ACQUISITION, INC.

 

1. The name of this corporation is HTC Acquisition, Inc.

 

2. The registered office of this corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

 

3. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organised under the General Corporation Law of the State of Delaware.

 

4. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $.0l par value per share. Each share of Common Stock shall be entitled to one vote.

 

5. The name and mailing address of the incorporator is: Linda S. Day, One International Place, Boston, MA 02110-2624.

 

6. Except as provided to the contrary in the provisions establishing a class or series of stock, the amount of the authorized stock of this corporation of any class or classes may be increased or decreased by the affirmative vote of the holders of a majority of the stock of this corporation entitled to vote.

 

7. The election of directors need not be by ballot unless the by-laws shall so require.

 

8. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

 

9. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

 


 

10. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expanses to any parson who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

 

11. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

 

12. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

 

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 28th day of April, 1994.

 

 

 

/s/ Linda S. Day

 

Linda S. Day, Incorporator

 


 

CERTIFICATE OF AMENDMENT

 

OF

 

CERTIFICATE OF INCORPORATION

 

OF

 

HTC ACQUISITION, INC.

 

HTC Acquisition, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

 

FIRST: That the Board of Directors of said corporation has adopted by written consent the following resolution:

 

RESOLVED: That it is advisable and in the best interest of this Corporation that Article 1 of the Certificate of Incorporation of this Corporation be amended to read in its entirety as follows:

 

“1.  The name of this corporation is American Medical Response of North Carolina, Inc.”

 

SECOND: That said amendment has been consented to and authorized by the holder of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

 

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Dominic J. Puopolo, its President, and attested by Ronald M. Levenson, its Assistant Secretary, this 18th day of July, 1995.

 

 

 

 

/s/ Dominic J. Poupolo

 

 

President

 

 

 

 

 

 

 

Attested by:

/s/ Ronald M. Levenson

 

 

Assistant Secretary

 


 

CERTIFICATE OF CHANGE OF REGISTERED AGENT

 

AND

 

REGISTERED OFFICE

 

* * * * *

 

American Medical Response of North Carolina, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

 

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

 

The Board of Directors of American Medical Response of North Carolina, Inc., adopted the following resolution on the 1st day of September, 1996.

 

Resolved, that the registered office of American Medical Response of North Carolina, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the game is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

 

IN WITNESS WHEREOF, American Medical Response of North Carolina, Inc. has caused this statement to be signed by William George, its Vice President this 1st day of September, 1996.

 

 

 

/s/ William George

 

William George

 

Vide President

 


 

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

 

AND OF REGISTERED AGENT

 

OF

 

AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC.

 

It is hereby certified that:

 

1.             The name of the corporation (hereinafter called the “corporation”) is:

 

AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC.

 

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

 

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

 

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

 

Signed on Feb 10, 2006

 

 

 

/s/ Randy Owen

 

Name:  Randy Owen

 

Title:    Chief Financial Officer & VP