ATLANTIC PARTNERS EMS INC RESTATED – BY-LAWS OF THE CORPORATION
ARTICLE 1 INTRODUCTION
SECTION 1 – PREAMBLE
Atlantic Partners EMS Inc, herein referred to as APEMS, is an EMS management corporation that supports its membership through education, administrative support, and advocacy. APEMS recognizes the need to strive for excellence in patient care and providing trained personnel through a cooperative effort among members and other interested parties. APEMS works in cooperation with the State of Maine Emergency Medical Services Bureau pursuant to MRSA Title 32 § 89 and was statutorily created under the powers of the State of Maine Board of EMS as described under 32 MRSA § 84.
SECTION 2 – GOVERNANCE
The Corporation shall be governed by its Articles of Organization, by these By-Laws, and by the Corporation’s Policies and Procedures. The powers of the Corporation and of its directors and members, and all matters concerning the conduct and regulation of the affairs of APEMS shall be subject to such provisions as are set forth in these documents or as amended, provided they remain consistent with the Corporation’s 501 (c) (3) designation of the Internal Revenue Code.
SECTION 3 – MISSION STATEMENT
Atlantic Partners EMS Inc (APEMS) is committed to serve in a leadership role for the enhancement of a comprehensive EMS and Public Safety system on a local level through accountability, quality improvement, collaboration and cooperation among providers and the development and provision of support services.
ARTICLE 2 NAME, PURPOSE, AND LOCATION OF THE ORGANIZATION
SECTION 1 – NAME
2.1.1 The name of the Corporation shall be the Atlantic Partners EMS Inc.
2.1.2 The name of the Corporation shall be abbreviated APEMS.
SECTION 2 – PURPOSE
The purposes for which APEMS is formed for its members are as follows:
2.2.1 To promote and encourage an ongoing mechanism for the exchange of ideas, technical advice, broad policy concepts, programs and all other sources of information among its members.To offer information and guidance on current concepts of emergency medical care and public safety to APEMS’s members, to the general public, and to public and private agencies concerned with emergency medical services and public safety.
2.2.2 To promote, encourage, and carry on scientific research related to the care and transportation of the sick and injured and public safety.
2.2.3 To coordinate efforts and methods by which emergency medical care practices may be appropriately monitored and evaluated.
2.2.4 To promote standardization of training programs and medical care standards.
ATLANTIC PARTNERS EMS INC RESTATED – BY-LAWS OF THE CORPORATION
2.2.5 To do business, carry on its operations, and exercise the powers granted it by Maine Revised Statutes as applicable to not-for profit corporations. To solicit and accept gifts and money, securities, and real or personal property, to own, employ, use and otherwise deal in and with property wherever situated.
2.2.6 To serve generally as a coordinating entity for Regional Advisory Councils as defined under the Maine Emergency Medical Services Act of 1982, as amended, in a manner which allows participating Councils to share common administrative functions and costs while ensuring that they maintain sufficient independent autonomy to meet their statutory obligations of membership and geographic representation.
SECTION 3 – LOCATION AND PRINCIPAL OFFICE
The location and principal office of APEMS shall be at a location deemed appropriate by the Board of Directors, but APEMS may also maintain other offices in such places, as APEMS may deem necessary.
ARTICLE 3 MEMBERSHIP, MEMBERS, BOARD, MEETINGS, AND VOTING RIGHTS
SECTION 1 – MEMBERSHIP
3.1.1 Membership in APEMS is open to specific individuals identified in Sec. 3.1.2 and to organizations such as hospitals, ambulance services, rescue services, fire departments, police departments, businesses, educational institutions, and related agencies in the State of Maine which demonstrate an interest in APEMS’s purpose and goals and who meet all other requirements for membership as established by the Board. Those thus eligible shall agree to the conditions and obligations of membership as noted in APEMS application form.
3.1.2 Membership shall be divided into separate classes by way of Regional Advisory Councils (RAC’s) that meet the representational and geographical requirements as set forth in the Maine Emergency Medical Services Act of 1982, as amended and the Maine EMS Rules promulgated thereunder. In addition, there shall be one membership seat on each APEMS RAC allocated to a member of the general public, one representative of a post-secondary institution, and one membership seat allocated to an elected or appointed official not from public safety. Interested parties for these additional membership positions shall submit their names to individual RACs for consideration. In the case of multiple interested parties for the same seat, members of each RAC shall vote to select the candidate. The officers for each RAC membership class shall be President, Vice-President, and Secretary. These officers shall be elected at each RAC’s annual meeting by the general membership of each RAC membership class and shall serve a one year term.
3.1.3 Each member organization of APEMS shall have one (1) designated delegate as selected by the member. Each member may also choose to designate an alternate, however only one vote may be cast for each member.
3.1.4 The name and address of the delegate and alternate of each member organization shall be kept on file at the principal office of APEMS under the supervision of the Executive Director. The members of APEMS as represented by their delegate or alternate shall constitute the regional advisory council as defined in section 3.1.2 for each membership class..
3.1.5 Member organizations that have bases of operation in more than one area represented by a RAC may have a designated representative on each RAC, but shall only pay membership dues to APEMS based upon the total cumulative criteria utilized for determining tha annual assessment. However, only one member from each organization shall be representated on the APEMS Board.
ATLANTIC PARTNERS EMS INC RESTATED – BY-LAWS OF THE CORPORATION
3.1.6 The overall purpose of membership classes known as Regional Advisory Councils is to provide an ongoing communication link between member organizations as well as a forum for providing information to the Corporate Board and the other RACs. RAC meetings shall be held at least quarterly unless otherwise determined by the Council at a regularly scheduled meeting. Annual meetings of the Regional Advisory Councils shall be held in June at a date, time and location determined by each RAC at a regularly scheduled meeting at which time directors to the Board of Directors shall be elected.
SECTION 2 –BOARD OF DIRECTORS
The Board of Directors shall be made up of three members from each RAC and an ex-officio position assigned to the APEMS Medical Director who is serving as the Chair of the Quality Improvement Committee. No regular or contracted employee of the Corporation shall be a voting member of the Board
3.2.1 Each RAC shall shall elect three (3) directors to the Board from the active membership of each RAC. The initial three directors selected by each RAC shall have staggered terms of 1, 2, and 3 years respectively. After this initial appointment, a director’s term shall be for 3 years. The directors shall be elected during the annual meeting of each RAC. Directors shall be limited to two (2) full terms, with a full term being defined as a three year term. Directors must wait at least one year after serving their two terms before being eligible for re-appointment to the Board.
3.2.2 Vacancies on the Board shall be filled by the respective RAC members for the remainder of the unexpired term. 3.2.3 Directors of the Board of Directors may not have alternates or use proxy votes at meetings. SECTION 3 – MEETINGS
3.3.1 BOARD OF DIRECTORS
Board of Directors Meetings shall be held at least quarterly unless otherwise determined by the Board at a regularly scheduled meeting.
3.3.2 ANNUAL MEETING, BOARD OF DIRECTORS
Annual meeting of the Board of Directors shall be held in September at a time, place, and date determined by the Board at a regularly scheduled meeting. In the event that such Annual Meeting is omitted on the date herein provided, a subsequent meeting may be held in lieu thereof, and any business transacted or elections held at such meeting shall have the same effect as if transacted or held at the Annual Meeting.
3.3.3 SPECIAL MEETINGS
Special meetings of the Board shall be held whenever determined by the Chair or whenever requested by four members of the of the Board of Directors.
3.3.4 NOTICES
Written notice, stating the time and place, and in case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than five or more than thirty days before the date of the meeting, either personally, electronically, or by mail, to each member.
3.3.5 VOTING
Every current Director shall be entitled to vote. When a quorum is present, the vote of a majority of Directors present at the meeting shall decide any question upon which a vote is taken in all cases not prohibited by law or these bylaws. . Attendance and voting by electronic means is acceptable.
ATLANTIC PARTNERS EMS INC RESTATED – BY-LAWS OF THE CORPORATION
3.3.6 QUORUM
At a meeting of the Board, a quorum shall consist of a majority of the currently filled Board positions provided one Board member from each RAC is present.
3.3.7 SUPER MAJORITY
A super majority of the Board is defined as all eligible Board members minus two. All changes to the bylaws and motions to dissolve the Corporation require a super majority in order to pass. Any three members of the Board can request a super majority vote on any issue.
3.3.8 ATTENDANCE
Directors must attend 75% of the scheduled meetings in order to maintain their position on the Board of Directors. ARTICLE 4 FINANCIAL
SECTION 1 – FISCAL YEAR
APEMS’s fiscal year shall begin on July 1 and shall end on June 30 of the next calendar year.
SECTION 2 – DUES
4.2.1 Dues and collection procedures shall be specified in APEMS’s Policies and Procedures.
4.2 2 All policies involving the dues structure can be modified only by the approval of a majority of the Board during a regular meeting of the Board or during APEMS’s Annual Meeting.
SECTION 3 – CONTRIBUTIONS
Acceptance of contributions to APEMS shall be in accordance with APEMS’s Policies and Procedures.
SECTION 4 – PRESERVATION OF TAX EXEMPT STATUS
APEMS shall govern its activities to preserve its tax exempt status in accordance with the definition of Internal Revenue Code section 501(c)3.
4.4.1 No substantial part of APEMS’s activities, funds, property, or income will be used to carry on political activity or in attempting to influence legislation.
4.4.2 Neither APEMS, nor its officers or members, in their capacity as officers and members of APEMS, shall contribute to any political party or candidate for elective public office.
4.4.3 APEMS shall operate, receive, hold, use, and dispose of funds and property in the furtherance of its tax exempt status. 4.4.4 No part of APEMS’s net earnings or assets shall inure to the benefit of any private individual or other person having a personal and private interest in APEMS’s activities, except that APEMS is authorized to pay reasonable compensation for necessary service actually rendered to it as authorized by the Board.
4.4.5 APEMS shall not pay any dividends or pecuniary profits or liquidation dividends or distributions.
ATLANTIC PARTNERS EMS INC RESTATED – BY-LAWS OF THE CORPORATION
SECTION 5 – DISSOLUTION OF THE CORPORATION
If APEMS is dissolved, its net assets after discharging all financial, legal, and moral obligations shall be disposed of exclusively for the purposes of APEMS to such organization or organizations as are organized and operated exclusively for charitable, educational, or scientific purposes and shall, at the time, qualify as an exempt organization or organizations under section 501(c)3 of the Internal Revenue Code. Such organization(s) shall be recommended by the Board and, if necessary, approved by a court having jurisdiction over the dissolution.
ARTICLE 5 OFFICERS, EXECUTIVE COMMITTEE, MEDICAL DIRECTOR, COMMITTEES, & ELECTIONS
SECTION 1 – OFFICERS, MEDICAL DIRECTORS, COMMITTEES
5.1.1 OFFICERS
The Corporate officers shall be a Chair, Vice-Chair , Secretary, and Treasurer. The officers shall make up the Executive Committee of the Board. The number of terms that Officers of the corporation may serve is limited to two(2) consecutive terms in the same position.
5.1.2 MEDICAL DIRECTOR
5.1.2.1 Each RAC shall designate a Medical Director whose relationship to the RAC shall be as set forth by the Board, the laws of the State of Maine, and the Rules of Maine EMS Board.
5.1.2.2 Each Medical Director shall serve as Chairperson of the Quality Improvement Committee of his/her respective RAC.
5.1.2.3 Each Medical Director shall further serve as a member of the State of Maine Medical Direction and Practices Board.
5.1.2.4 Each Medical Director may delegate segments of his/her authority to local Medical Directors, as permitted or limited by the laws of the State of Maine and the Maine EMS Rules.
5.1.2.5 One of the RAC Medical Directors shall be designated as the APEMS Medical Director and shall serve as the Chair of the APEMS Quality Improvement Committee. This position shall rotate yearly between each of the participating RAC’s designated Medical Directors. The Board has the authority to make changes to the rotation as appropriate.
5.1.3 STANDING COMMITTEES
There shall be five (5) standing committees of the Board: Finance, Education, Human Resources, Seminar and Quality Improvement. The Chair of each standing committee shall be appointed by the Board. . All Chair positions shall be for a term of one year, with no term limits. The standing committee chairs shall report, orally or in writing, to the Board at regularly scheduled meetings as necessary and other times as deemed appropriate by the Board. Other ad hoc committees may be established by APEMS from time to time. Committees shall recommend to the Board, without power to act, unless specifically empowered by Board vote.
5.1.4 ELECTION
Officers of the Board, shall be elected from the Board membership at the Annual Meeting and each officer shall be elected to serve a term of one (1) year. Terms will commence at the end of the annual meeting.
ATLANTIC PARTNERS EMS INC RESTATED – BY-LAWS OF THE CORPORATION
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5.1.5 REMOVAL FROM OFFICE
Any Director may be removed from office for cause. The action of removal from office will be by a majority vote of the Board when a quorum of members is present at any meeting provided notice of this intended action was sent to all Board members at least thirty (30) days prior to the intended action.
SECTION 2 – POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE
5.2.1 Except where forbidden by law, the Executive Committee may act on any matter referred to it by the Board and may exercise the powers of the Board between its meetings. All actions of the
Executive Committee shall be reported to the Board at its next meeting.
5.2.2 It shall, as well, interpret and rule on disputes brought directly to it or via the Board.
5.2.3 The Executive Committee shall direct and supervise the Executive Director on management issues, and on implementation of corporate policy.
SECTION 3 – DUTIES OF OFFICERS
5.3.1 CHAIRPERSON
The Chairperson shall preside at Board meetings. He shall perform such duties as required by the laws of the State of Maine, these By-Laws, or as may be prescribed from time to time by the Board.
5.3.2 VICE-CHAIRPERSON
In the absence, disability, or resignation of the Chairperson, the Vice-Chairperson shall perform the duties of the Chairperson. He shall perform other duties as the By-Laws may require or as the Board may prescribe.
5.3.3 TREASURER
The Treasurer shall maintain an overview of the finances and the financial status of the corporation, reporting to the Board or its Executive Committee as directed and shall serve as a member of the Finance Committee. Billing, collection, safekeeping, payroll, record keeping, and the preparation and filing of periodic and routine financial reports may be delegated, however, to the Executive Director and staff.
5.3.4 SECRETARY
The Secretary shall cause to be recorded all actions and deliberations of the Board and the Executive Committee and shall distribute minutes of all meetings of the Board and the Executive Committee. He shall be responsible for causing proper notice to be issued of all meetings of the Board and the Executive Committee and shall perform such further duties as may be authorized or directed by the Board. In the absence of the Chair and Vice Chair, the Secretary shall preside over Board meetings.
ATLANTIC PARTNERS EMS INC RESTATED – BY-LAWS OF THE CORPORATION
SECTION 4 – STANDING COMMITTEES
The charge to and the makeup of the standing committees of APEMS are set forth below. The Board of Directors shall appoint the chair of all standing committees. Any individual who belongs to a member organization in good standing of APEMS shall be considered eligible for committee membership. Membership of all standing commitees shall include representation from each RAC as set forth bellow.
5.4.1 FINANCE
Charge: To help plan and monitor the financial activities of the Board in conjunction with the Executive Director or their designee. Develop, in conjunction with the Executive Director or their designee, the annual budget for presentation and approval by the Board.
Membership: Minimum of 3, maximum of 6 members , to include the Treasurer. The remainder of the committee shall be appointed by its Chairperson, and confirmed by the Board, and will include at least one member from each RAC. 5.4.2 EDUCATION
Charge: The APEMS Education Committee works in conjunction with the Education Director to accomplish the following: 1. Develop and implement the education program.
2. Assist EMS organizations and hospitals with the development and implementation of a community education and outreach program.
3. Develop and implement, in conjunction with the RAC education committees, guidelines for instructor development, evaluation and selection.
Membership: Minimum of 3, maximum of 10 members appointed by its Chairperson, and confirmed by the Board, and shall include a post-secondary educational institution representative as a standing member.
5.4.3 QUALITY IMPROVEMENT
Charge:To assist member agencies with the development and implementation of QA/QI plans that strive continually to provide excellence in patient care.
Membership: Made up of the Regional Medical Directors from each RAC, with each alternating as the Chair from year to year, representatives from the participating hospitals and up to 5 at-large participants.
5.4.4 HUMAN RESOURCES
Charge: To review all Corporate human resources functions: selection, performance and annual evaluations, and other associated duties. The Chairperson shall report activities and recommendations to the Board or to the Executive Committee as appropriate.
Membership: Made up of 4 members of the Board appointed by the Board Chair.
5.4.5 SEMINAR COMMITTEE
Charge: To coordinate a statewide EMS seminar at a location and time approved by the Board. They will be responsible for the planning, oversight, and budget development of the seminar under the direction of the Executive Director. Membership: Minimum of 6, maximum of 15 members appointed by the Seminar Committee Chair and contains representatives from each participating RAC when possible.
ATLANTIC PARTNERS EMS INC RESTATED – BY-LAWS OF THE CORPORATION
SECTION 5 – EXECUTIVE DIRECTOR
5.5.1 The Corporation shall have an Executive Director. The Executive Director shall be responsible to the Board for all operations and programs of the Corporation and shall have the authority to select and appoint other administrative staff of the Corporation. The Board shall appoint the Executive Director.
5.5.2 The Executive Director shall be the administrative head of the Corporation subject to the general authority of the Board of Directors. The Executive Director shall administer the policies of the Board of Directors, shall supervise and coordinate the functions of all Corporations services, shall develop, or cause to be developed, standards and methods for measurement of Corporation activities, shall submit periodic reports to the Board of Directors, shall handle routine matters of concern to the Corporation between meetings of the Board of Directors, shall oversee the operation of this Corporation, and shall have other such duties and powers and assume such other responsibilities as the Board of Directors may, from time to time, determine. Any action taken by the Executive Director in an emergency and not otherwise authorized hereunder must be ratified by the full Board of Directors within a reasonable amount of time, and not later than the next regular meeting of the Board of Directors.
5.5.3 He may perform, or cause to be performed, the duties and functions of the Treasurer and Clerk of APEMS and shall provide or cause the provision of administrative support and coordination to all corporate standing and ad hoc committees. 5.5.4 He shall advise and supervise the activities of all other APEMS employees and vendors.
ARTICLE 6 INDEMNIFICATION OF OFFICERS AND MEMBERS
APEMS shall indemnify and save harmless its officers and Board members to the fullest extent permitted by Maine’s corporation statutes, and shall be authorized via its governing Board to contract for insurance coverage to implement the same.
ARTICLE 7 AMENDMENTS
These By-Laws may be amended by a super majority vote at any meeting of the Board at which a quorum is present, provided the proposed amendment has been reviewed at the Board meeting prior to said meeting. All proposed changes shall be contained in the notice of both said meetings.
ARTICLE 8 WAIVER OF NOTICE
Whenever any notice is required to be given to any Board member or corporate officer, or committee member under these By-Laws, or any provisions of law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE 9 GENDER
Any and all references in these By-Laws to the male gender shall apply equally to the female gender.
Approved by a vote of the Board: April 28, 2011
Amended by a vote of the Board
