KENTUCKY AMBULANCE ASSOCIATION
ARTICLE I. NAME
Section 1 - This Association shall be named, known and styled as the KENTUCKY AMBULANCE PROVIDERS ASSOCIATION, and shall be governed by a Board of Directors.
ARTICLE II. LOCATION
Section 1 - The principal office of this Association shall be located in the City of
_____________________, County of _____________________, Commonwealth of Kentucky.
Section 2 - This Association shall establish branch offices in such cities, townships, boroughs and villages of the Commonwealth as shall be deemed advisable from time to time.
ARTICLE III. MEMBERSHIP
Section 1 - The membership of this Association shall consist of four (4) classes: Ambulance Organizations; Affiliated Members; Ex Offico Members; Honorary Members.
Section 2 - AMBULANCE ORGANIZATIONS - An Ambulance Organizational Member of this Association shall be the owner, Chief or representative of a Kentucky license conforming ambulance service operating within the Commonwealth of Kentucky. They shall pay such dues as fixed by the Board of Directors.
Section 3 - AFFILIATED MEMBERS - An Affiliate Member of this Association shall be any individual or organization interested in improving the quality of emergency services within the Commonwealth of Kentucky, and in the advancement of the Association. They shall pay such dues as set by the Board of Directors.
Section 4 - EX OFFICIO MEMBERS - An Ex Officio Member of this Association shall be a person who, by virtue of his relationship to the emergency services field, provides valuable counsel to the Association and the Board of Directors. Ex Officio Members shall be elected by a majority vote of the Board of Directors, and shall have ex officio status as long as they are in a position to advise the Association. They shall be exempt from the payment of dues.
Section 5 - HONORARY MEMBERS - An Honorary Member of this Association shall be a person or organization that has rendered distinguished service to the science and art of emergency services or to the Association. Such honor shall be conferred by a 2/3 majority vote of the Board of Directors. Honorary Members shall be exempt from the payment of dues.
Section 6 - ACCEPTANCE OF MEMBERS - Individuals and organizations wishing to apply for membership in the Association shall do so on forms authorized by the Board of Directors, which shall be accompanied by the proper fees. Application shall be subject to the approval of the Board of Directors.
a. Membership in the Association may be denied for the following reasons:
1. If applicant for membership has ever been convicted of a felony or a crime involving moral turpitude.
2. If an applicant has applied for membership in a category for which he/she is not qualified or eligible.
3. If an applicant has falsified information in order to gain membership.
b. The Board of Directors reserves the right to make the final determination as to the appropriate category of membership for an applicant.
c. Any applicant who is denied membership for any reason shall have the right to appeal the case before the Board of Directors in writing thirty (30) days before a regularly scheduled Board of Directors meeting.
d. The Association shall not knowingly discriminate against any applicant on the basis of race, sex, religion, or national origin.
Section 7 - PRIVILEGES - Ambulance Organizations. who are bona fide members shall enjoy all rights and privileges of membership, including the right to vote and hold office. The Board of Directors may withdraw privileges of membership from members who are not in good standing.
Section 8 - REPRESENTATI ON - An ambulance organizational member shall designate one (1) person who shall represent the organization in this Association. That person shall exercise on behalf of the member the rights and privileges of membership granted by these By-Laws, and is entitled to one (1) vote in meetings of the membership. In the event this representative is unable to attend, the organization may designate, in writing, to the chairman, an alternate representative.
Section 9 - TRANSFER OF MEMBERSHIP - Membership may not be transferred.
Section 10 - RESIGNATION, SUSPENSION, EXPULSION AND REINSTATEMENT
a. Resignation - A member in good standing may tender his resignation in writing to the Secretary. Such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges there-to-fore accrued and unpaid.
b. Suspension -
1. Non-payment of Dues - Any member whose dues to the Association shall remain unpaid for a period of forty-five (45) days after the beginning of the membership year shall be duly notified by mail, directed to the last address as it appears on the official records of the Association, stating that if such dues are not paid within one month he shall cease to be a member of the Association.
2. Any member whose license to operate as a conforming ambulance service is suspended by the Commonwealth of Kentucky, shall automatically be suspended as a voting member of the Association until such time as the issue is resolved. Reinstatement to full membership shall be at the discretion of the Board of Directors.
1. Misconduct - Recommendations may be made to the Board of Directors for the expulsion of any member alleged to be guilty of misconduct inimical to the welfare of the Association and its members. Such recommendations shall be in writing and signed by three or more members in good standing, stating the specific reasons therefor.
2. Loss of license -The loss of license to operate as a conforming ambulance service in the Commonwealth of Kentucky may be the basis for either expulsion or re-classification of membership by the Board of Directors.
3. Appeals -The Board of Directors shall first notify such member, by registered or certified mail to the latest address on the records of the Association, of the charges presented against him. He shall have the right to prepare a written defense and to appear for a hearing, before a meeting of the Board of Directors, of which meeting he shall be notified at least thirty (30) days in advance. The Board of Directors shall consider the complaint, and if in their opinion the charges have been sustained, the accused may be expelled, suspended, re- classified or permitted to resign on a vote of two thirds (2/3) of the Board of Directors.
ARTICLE IV. MEETING OF THE HOUSE OF DELEGATES
Section 1 - ANNUAL MEETING - An annual meeting of the House of Delegates of the Association shall be held each year at a place and time to be designated by the Board of Directors. The purpose of the meeting shall be the election of members to the Board of Directors and the transaction of other business.
Section 2 - SPECIAL MEETINGS - Special meetings of the House of Delegates of the Association may be called by the President, a majority of the Board of Directors, or not less than 25% of the Delegates in good standing. The place and time of such meetings will be designated by the President. The business to be transacted at such meetings shall be stated in the notice thereof and no other business may be considered at that time.
Section 3 – REGIONAL MEETINGS - Regional meetings shall be held at least once a year not more than 90 days before the Annual Meeting or as the Regional Directors see appropriate.
Section 4 - NOTICE - Notice of each annual or special meeting of the Delegates shall be mailed to all active Delegates at least thirty (30) days prior to the date thereof.
Section 5 - QUORUM - A quorum for the annual or special meeting of the House of Delegates shall not be less than 20% of the active Delegates.
Section 6 - RULES AND PROCEDURE - Robert's Rules of Order, Revised, shall govern the conduct of all meetings of the Association provided that they do not conflict with these By-Laws or resolutions duly adopted by the Board of Directors or House of Delegates of the Association.
ARTICLE V. BOARD OF DIRECTORS
Section 1 - NUMBER AND SOURCE OF DIRECTORS - The Board of Directors shall consist of twenty three (23) active members drawn from members of the House of Delegates at the annual meeting, or as in Section 9 of this Article.
a. To insure representation from all parts of the Commonwealth, the Board of Directors shall divide the state into six (6) regions. The Director shall be nominated from their region by the active KAPA members in that region. If no nominations are received from a particular region, the nominating committee of the Board shall submit the name/names for that/those positions. Each region shall have one (3) active member of the Board of Directors.
b. To insure a "balanced" representation for those portions of the state with greater active organizational participation, there shall be five (5) "at-large" members elected to the Board of Directors.
c. The immediate past president, if not otherwise elected to a position on the Board, shall be an ex officio member and serve without vote.
d. The Executive Secretary (if one is employed) shall also be an ex officio member and serve without vote.
Section 2 - POWERS OF DIRECTORS - The power and duties of the Board of Directors are:
a. To appoint and remove for cause all officers, agents and employees of the Association, other than Directors, prescribe the duties of them as may not be inconsistent with law and these By-Laws, fix their compensation, and require from them in such cases as the Board may deem appropriate, security for faithful service.
b. To employ independent contractors for the performance of professional services, or otherwise, and to provide for the compensation of such independent contractors as the Board of Directors may deem appropriate.
c. To conduct, manage and control the affairs and business of this Association and to make such regulations therefore not inconsistent with law and these By-Laws.
d. To carry out and perform all functions and duties assigned to the Board of Directors by these By-Laws.
e. To borrow money and incur indebtedness for the purpose of the Association, and to cause to be executed and delivered therefore in the corporate name, promissory notes and other evidence of debt.
f. To cooperate with other Associations in the emergency service professions in order to accomplish the purpose of this Association.
g. To appropriate funds of the Association for the welfare of the Association and its members.
Section 3 - ELECTION AND TERM OF OFFICE -
a. Directors shall be elected from the House of Delegates attending the Regional Meeting of their respective Region for a two-year term. (See Section 1 of this Article)
b. The Directors shall be elected as follows: The Directors of each region shall hold a regional meeting not more than 90 days nor less than 14 days prior to the Annual Meeting and at that meeting hold elections for those directors whose terms are expiring. The Regional Representatives shall notify the Executive Committee of the meeting date and times. The Executive Committee shall then send notification to the entire KAPA Board by through electronic media in advance off all Regional meetings.
c. The Director in each Region whose term is not expiring will act as election officer and insure that each member Agency casting a vote is a paid member of KAPA.
d. At-Large Directors shall be elected at the Annual Meeting based on their term expiration.
e. The election officer shall present the list of newly elected Directors for his Region to the Nominating Committee Chairperson prior to the annual meeting so that the Nominating Committee can present the Regional election results at the annual meeting.
f. If a Directors Election was unable to be held at a Regional Meeting, the Nominating committee will be notified in advance of the Annual Meeting. The Nominating Committee will then add that position to the ballots with the At-Large Positions for election at the Annual Meeting.
g. Vacancies will be filled in accordance with Section 9 of this article.
h. A Director may succeed himself.
i. The Directors elected at the Regional Meeting shall take office January 1 of the coming year.
Section 4 - ATTENDANCE OF DIRECTORS AT MEETINGS - Any Director who is not in attendance at any meeting of the Board of Directors, either regular or special, on two (2) consecutive occasions shall be automatically replaced on the Board of Directors in accordance with Section 9 of this Article unless the absence is due to sickness or other cause deemed excusable by the Board of Directors. A Director must be present for 50% or more of a meeting to be considered as in attendance for purposes of interpreting this section.
Section 5 - REGULAR MEETINGS - The Board of Directors shall hold regular meetings for the conduct of business of this Association not less than twice (2) a year, at times and places to be designated by the President of the Association provided, however, that the Board of Directors shall have the power by resolution to establish a schedule of regular meetings at more frequent intervals.
Section 6 – REGIONAL MEETINGS - The Board of Directors shall hold at least one Regional meeting not more than 90 days prior to Annual Meeting which will include elections fill the position of expiring Directors from that Region.
Section 7 - SPECIAL MEETINGS - The Board of Directors may hold special meetings upon the call of the President of this Association with at least five (5) business days mail notice to all members of the Board of Directors, or upon the call of five (5) members of the Board of Directors with like mail notice of at least five (5) business days. Any such notice of special meetings shall set forth therein the business to be conducted at such special meetings.
Section 8 - QUORUM - 51% of the members of the Board of Directors shall constitute a quorum for the transaction of any and all business at any regular or special meeting.
Section 9 - MANNER OF ACTING - The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-laws.
Section 10 - VACANCIES - Any vacancy occurring in the Board of Directors may be filled by the Board of Directors from the House of Delegates. A delegate elected to fill a vacancy shall be elected to serve only until the next annual meeting of the House of Delegates at which time the Delegates will have the option of confirming the appointment, or electing someone else from the House of Delegates to the remainder of the unexpired term. In filling a vacancy to the Board of Directors the same geographic or "at-large" status of the person being replaced must be followed to insure proper representation.
Section 11 - COMPENSATION - Directors shall not receive any stated salaries for their services as Directors, but by resolution of the Board of Directors may fix a sum for the expenses of attendance, if any, at regular and special meetings of the Board of Directors.
Section 12 - EXECUTIVE SECRETARY - The Board of Directors may employ an Executive Secretary to conduct the business affairs of the Association. This person shall have only such powers and responsibilities as are delegated by the Board of Directors. The salary and any other benefits of the Executive Secretary shall be fixed by action of the Board of Directors. The Executive Secretary shall report directly to the President, but will be responsible to all members of the Board of Directors. The Executive Secretary shall serve the interest of the entire Association.
ARTICLE VI. ELECTION REGULATIONS
Section 1 - NOMINATIONS - The President shall, no later than three (3) months before the annual meeting of the House of Delegates, appoint a Nomination Committee of Delegates in good standing, consisting of a Chairman and at least four (4) members. At least two and no more than four, members of the Nomination Committee shall be members of the Board of Directors. This committee shall nominate from the House of Delegates, Delegates in good standing to fill expiring terms of the At-Large position(s) for election to the Board of Directors. The Nominating Committee shall also present the report on the election results from the Regional Meetings. The report of the Nomination Committee shall be made to the Board of Directors at the annual meeting of the House of Delegates.
Section 2 - PROCEDURE - At the first formal session of the annual meeting of the House of Delegates the Nomination Committee's report shall be read to the delegates, after which the House of Delegates will hear any nominations from the floor for the At-Large position. An individual can be nominated for either a "regional" or "at-large" seat on the Board, or both, but can only be elected to one.
Section 3 - REGISTRATION OF DELEGATES - In order to insure a quorum is present and only Delegates in good standing are permitted to vote, the Secretary shall register all delegates.
Section 4 - BALLOTING - Promptly upon the closing of nominations the President shall appoint a teller committee of three (3) delegates who are not candidates for office. The teller committee shall supervise the counting of the ballots in the presence of the meeting and report results to the meeting. A candidate receiving a majority of the votes cast shall be declared elected. In the event of a tie, or non-majority of the votes, the candidates receiving the highest number of votes shall be the only candidates in the second balloting. Should this balloting also end in a tie vote the candidates shall decide the issue by lot. Again, the teller committee shall announce the results of balloting and lot to the meeting.
Section 5 - ELECTION OF OFFICERS - Prior to January 1, the new Board of Directors shall; in a session open to public viewing, elect from its membership officers as designated by these By-Laws. The current president shall conduct this meeting.
ARTICLE VII. OFFICERS
Section 1 - ELECTED OFFICERS - The officers of this Association shall be a President, a Vice-President, a Secretary and a Treasurer. The secretary and treasurer should not be the same person; and neither the president nor the vice-president shall be eligible to be either secretary or treasurer while holding the other office.
Section 2 - EXECUTIVE COMMITTEE - The elected officers of the Association along with the immediate past president will form an Executive Committee of the Association. The Executive Committee will oversee the daily operation and affairs of the Association. The limits to the authority of this body are confined only to those specifically authorized by the Board of Directors, and shall not supersede the responsibilities of the Board of Directors or the House of Delegates.
Section 3 - ELECTION AND TERM OF OFFICE - The officers of the Association shall be elected by the members of the Board of Directors as described in Article VI, Section 4. The term of office for all officers shall be one (1) year beginning January 1 and terminating December 31. An officer may succeed himself if his term allows, and the Board of Directors so desires it.
Section 4 - REMOVAL - Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the Association would be served thereby.
Section 5 - VACANCIES - A vacancy in any elected office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors from the House of Delegates or a term until the next annual meeting of the House of Delegates.
Section 6 - PRESIDENT - The President shall preside at all meetings of the House of Delegates, the Board of Directors, and the Executive Committee. He shall appoint committees, except where otherwise herein specifically provided. He shall be an ex officio member of all committees. He shall perform all other duties incident to the office of President or as shall be assigned to him by the Board of Directors.
Section 7 - VICE-PRESIDENT - The Vice-President shall, in the absence or disability of the President, exercise the power and perform the duties of the President. He shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Board of Directors or by the President.
Section 8 - TREASURER - The Treasurer shall prepare the Association's budget, shall render regular financial statements to the Board of Directors, and an annual audited financial statement to the House of Delegates at the annual meeting. He shall perform all other duties incident to the office of Treasurer. The Treasurer may call upon the Executive Secretary for assistance in the performance of the duties of his office.
Section 9 - SECRETARY - The Secretary shall keep, or cause to be kept, the minutes of all proceedings of the Association. He shall attend to the giving of all notices to the membership, delegates and Board of Directors, or other notices required by law or by these By-Laws. He shall affix or cause to be affixed the seal of the Association to contracts and other instruments in writing requiring a seal, when duly signed. He shall maintain or cause to be maintained the roll of membership. He shall perform all other duties incident to the office of Secretary. The Secretary may call upon the Executive Secretary for assistance in the performance of the duties of his office.
Section 10 - EXECUTIVE SECRETARY - The Executive Secretary shall administer the offices and supervise the daily affairs of the Association consistent with the policies and budget provisions of the Association. The Executive Secretary shall be charged with the responsibility for the employment of authorized personnel, subject to the approval of the Board of Directors. The Executive Secretary shall be an ex officio member of the Board of Directors and all committees of the Association, and shall assist the officers of the Association and its committees in the performance of their duties.
ARTICLE VIII. FEES AND DUES
Section 1 - DUES - The right to determine the amount of annual dues shall rest with the Board of Directors. The "membership year" will be the same as the "fiscal year" in Article IX, Section 6; and shall be celebrated on the same days, year after year on uninterrupted membership.
ARTICLE IX. FINANCE
Section 1 - CONTRACTS - The Board of Directors may authorize any officer or officers or agents of the Association, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
Section 2 - CHECKS, DRAFTS, ETC. - All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time, be determined by resolution of the Board of Directors. Signatures of any two of the following officers acting together are required: The President, Vice-President, Treasurer or Secretary.
Section 3 - DEPOSITS - All funds of the Association shall be deposited from time to time, to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4 - GIFTS - The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or device for the general purposes or for any special purpose of the Association.
Section 5 - BOOKS AND RECORDS - The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its House of Delegates and Board of Directors, and shall keep at the headquarters office a record giving names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member, or his agent, or attorney, for proper purpose at any reasonable time. The books shall be audited annually within sixty (60) days following the end of each fiscal year and a financial statement forwarded to each member of the House of Delegates.
Section 6 - FISCAL YEAR - The fiscal year of the Association shall begin each January 1 and will end on December 31.
Section 7 - BOND - Officers and other persons authorized to receive and disburse funds of the Association shall be bonded in such a manner and at the amount the Board of Directors shall prescribe, with the Cost to be paid by the Association.
ARTICLE X. SEAL
Section 1 - SEAL - The Corporation seal shall be circular in form and shall have inscribed thereon the name of the corporation, the dates of its incorporation and the word "Kentucky".
ARTICLE XI. AMENDMENTS
Section 1 - AMENDMENTS - The By-Laws of this Association may be altered, amended, or repealed, and new By- Laws may be adopted at any regular meeting of the Board of Directors, or at any special meeting if at least fifteen (15) days written notice is given of intention to alter, amend, repeal, or adopt new By-Laws at such special meetings.
Adopted by action of the Board of Directors this 19th day of January, 2012.
Chairman of the Board Signature & Title
Adopted 19 January 2012