| ARTICLE I MISSION STATEMENT |
| The mission of the Maine Ambulance Association,
a non-profit corporation created pursuant to 13-B M.R.S.A. x 101 et seq.,
shall be to preserve the integrity and enhance the quality of the Maine
Emergency Medical Services system; to ensure continued access to 9-1-1
systems for all citizens; to provide a unified voice to represent and
support the broad interests and common positions of all EMS providers
of the State of Maine. |
| ARTICLE II CORPORATE SEAL |
| The seal shall be circular in form with the following:
"MAINE AMBULANCE ASSOCIATION -WORKING TOGETHER FOR MAINE" around the periphery
and the phrase "Incorporated 1983" centered within. |
| ARTICLE III MEMBERSHIP |
| Section 1 Membership shall be available to
any licensed EMS service in the State of Maine. A prospective member's
application shall be reviewed by the Board of Directors and accepted if
the prospective member meets the eligibility criteria. Acceptance of a
prospective members' application shall be conditioned on that member paying
its annual dues. Failure of any member to pay the annual dues by March
30 of any year shall result in the cancellation of that member's membership.
|
| Section 2 Each member service shall have
one vote, except that a member service with more than one licensed base
location in the State of Maine shall have an additional vote for each
licensed base but in no event shall have more than three votes. Each member
service shall authorize a representative(s) of that member to cast its
vote(s), that representative(s) must be present to cast the vote(s) and
that person can represent one member service only. If the person attending
from that member service is not the designated person, the member service
shall send a brief note that this alternate is the representative sent
by that member service. Such designated representative need not be the
same for each membership meeting. |
| Section 3 Affiliate membership shall be available
to any health-care related organization or individual that supports the
mission and objectives of the Maine Ambulance Association. Affiliate members
are non-voting and shall not hold a position on the Board of Directors.
A prospective affiliate member's application shall be reviewed by the
Board of Directors and accepted if the prospective affiliate member meets
the eligibility criteria. Acceptance of a prospective affiliate member's
application shall be conditioned on that member paying its annual dues.
Failure of any affiliate member to pay the annual dues by March 30 of
any year shall result in the cancellation of that affiliate member's membership. |
| ARTICLE IV MEMBERSHIP DUES |
| The annual dues shall be due and payable on or
before March 30, each year. The dues shall be set by the membership after
review of the Board of Directors' recommendation. Services with more than
one licensed base location shall be assessed an additional fee for each
additional base up to a maximum of three bases per service. Such additional
fees shall also be set by the membership. |
| ARTICLE V OFFICERS |
| Section 1 The membership shall elect from
its number the following officers: 1) President; 2) Vice-President; 3)
Secretary; and 4) Treasurer. Said officers shall be elected by the membership
at the Annual Meeting each year or at any other membership meeting should
a vacancy occur. Only those persons who are authorized representatives
of a member service shall be eligible to serve as an officer. Officers
shall serve a one year term unless they resign or are removed from office
by a majority vote. Officers serve at the pleasure of the membership.
|
| Section 2 The President shall preside at
all meetings of the Board and Membership. |
| Section 3 The Vice-President shall, in the
absence or disability of the President, preside at all meetings of the
Board and Membership. |
| Section 4 The Secretary shall attend all
meetings of the Board and Membership and maintain a true record of the
proceedings. The Secretary shall assist in giving notice of all meetings
of either the Board or Membership when such notice is required. |
| Section 5 The Treasurer shall perform such
duties as the Board or Membership shall direct. The Treasurer and President
shall also have charge of the Association's financial affairs. The Treasurer
and President shall deposit all Association money and valuables in the
name of and to the credit of the Association in such depositories as shall
be designated by the Board of Directors. The Treasurer and President shall
also disperse funds of the Association as needed in the normal course
of business or as directed by the Board. The Treasurer shall maintain
or cause to be maintained a current accounting of the Association's finances
and shall provide a report on such finances to the Board and Membership
as deemed appropriate. |
| ARTICLE VI BOARD OF DIRECTORS |
| Section 1 The Board of Directors shall be
comprised of the elected officers and three additional Directors elected
by the membership at the annual meeting. One of the three additional Directors
shall be an authorized representative of a municipal member service; one
shall be an authorized representative of a private member service; and
one shall be an authorized representative of a volunteer member service. |
| Section 2 The Directors shall serve a one
year term. If a Director shall be unable or ineligible to complete the
one year term, the membership shall elect an eligible representative of
a member service to complete the term. A Director may be removed from
the Board by a two-third majority vote of the membership. |
| Section 3 The Board of Directors shall manage
the activities of the Association between normal membership meetings and
shall hold Board meetings as deemed necessary. The Board shall represent
the interest of all member services of the Association. No vote of the
Board may be taken unless a quorum is present. Four Directors shall constitute
a quorum. |
| Section 4 Meetings of the Board may be held
and shall be called whenever the President or any two Board members request
a meeting. Upon such request, the meeting shall be scheduled by the President
within thirty days and in no event shall Board members receive less than
ten days notice. |
| Section 5 Directors shall not receive compensation
for their work as Directors. |
| ARTICLE VII MEMBERSHIP MEETINGS |
| Section 1 Regular membership meetings shall
be held at least on a quarterly basis to educate and update the membership
on the Association's activities. Special meetings of the membership shall
be called whenever the President shall so order, or upon written request
of five or more members. Upon such request, the Board of Directors must
schedule a membership meeting within thirty days and in no event shall
provide less than ten days notice of the time, date, and location of such
meeting. |
| Section 2 One third (1/3) of the total number
of voting members shall constitute a quorum. When a quorum is not convened,
the next called meeting shall be a valid meeting, not withstanding the
lack of a quorum, provided that a majority of the elected officers are
present, and the call shall so inform the members. |
| ARTICLE VIII ANNUAL MEETING |
| The annual meeting shall be held on the second
Wednesday of January (or if such day is a legal holiday then the following
day) each year, at which time the President and Treasurer and any other
appropriate individual shall provide the Association's year end reports. |
| ARTICLE IX STANDING COMMITTEES |
| Section 1 The Standing Committees of the
membership shall be the Legislative Committee, Education Committee, Public
Relations, Membership Committee, By-Laws Committee and the Nominating
Committee. The Chairs of each Committee, other than the Nominating Committee,
shall be selected by the President. The Chair and members of the Nominating
Committee shall be selected by the Board of Directors and confirmed by
a majority vote of the members. All meetings of each committee shall be
held on the call of the Chair. Except as otherwise provided in these by-laws,
or by law or regulation, committees are responsible for making recommendations
to the Board of Directors and the membership and do not have the authority
to make final policy decisions. All committees should attempt to have
representation from public, private, and volunteer member services. |
| Section 2 The Legislative Committee shall
have charge of relations with the legislature and pertinent government
agencies. The committee shall consist of a minimum of one representative
of each of the three services: public, private, and volunteer. |
| Section 3 The Education Committee shall have
charge of planning and implementing the educational programs of the Association.
|
| Section 4 The Public Relations Committee
shall have charge of all public relations issues. |
| Section 5 The Membership Committee shall have charge of all membership and recruiting issues. |
| Section 6 The By-Laws Committee shall be
responsible for recommending By-Laws changes to the Board of Directors,
and with their concurrence, to the membership for approval. |
| Section 7 The Nominating Committee shall
make nominations to fill all vacancies on the Board and shall also nominate
representatives of members to hold the offices of President, Vice-President,
Secretary, and Treasurer. Nominations shall be presented to the membership
by one of three ways: 1. Presentation at the membership meeting prior to the Annual Meeting. 2. Provided in writing at least 30 days prior to the Annual Meeting. 3. Nominations from the floor at the Annual Meeting. The membership shall vote on such nominations at the Annual Meeting. |
| Section 8 The Board of Directors may appoint
ad hoc committees as deemed necessary. |
| ARTICLE X INFORMAL ACTION BY THE BOARD OF DIRECTORS |
| Any action by the Board of Directors may be taken
without meeting if a written consent is signed by the majority of the
Directors following written notice to all Directors of the proposed action.
Any such written consent shall be maintained with the records of the Board's
meeting. |
| ARTICLE XI RULES OF ORDER |
| All meetings of the Association shall be conducted
in accordance with an open forum concept governed by the President to
the extent consistent with the laws of the State of Maine and with the
Association's Article of Incorporation and by-laws. |
| ARTICLE XII INDEMNIFICATION |
| The Officers and Board of Directors shall be entitled
to full indemnification for their action on behalf of the Association
to the maximum extent authorized by law. |
| ARTICLE XIII |
| As the Maine Ambulance Association maintains non-profit
status per Maine Law on Non-Profit Corporations, Title 13-B, Section 1301,
Subsection 1, Paragraph C mandates an established number of individuals
who will serve on the Board of Directors. Per this law, members of the
Board of Directors must provide a complete address for each Board member
including a street, rural route, or road name. Post Office boxes are not
acceptable. This documentation must be submitted and updated with any
personnel changes within the Board of Directors. |
© 2006 Maine Ambulance Association
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