BY-LAWS
NEW
MEXICO EMERGENCY MEDICAL TECHNICIANS ASSOCIATION
A Non Profit Corporation
ARTICLE
I
NAME
The name of the Corporation shall be New Mexico Emergency Medical Technicians Association and that it is herein referred to as the ‘Association’.
ARTICLE
II
PURPOSES
Section 1
The purpose for which the Association is formed are those set forth in its Certificate of Incorporation as from time to time amended. They are to promote standardized training requirements for emergency health and safety services in the State of New Mexico. To promote and maintain close working relationships among all emergency health and safety services and to provide a medium for continuing education and information support for all emergency health and safety personnel. The Association is not formed for the pecuniary or financial gain and no part of the assets, income, or profit(s) of the Association is distributable to or inures to the benefit of its directors or officers except to the extent permitted under the Not for Profit Corporation Law of the State of New Mexico. No substantial part of any activities conducted by the Association shall entail the participation or intervention in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. The Association may, with the approval of a majority of the membership comprising a quorum, act in advocacy for the membership in legislation affecting members or stated goals of the Association.
Section 2
The purposes of the Association are promoted through educational programs directed towards individuals engaged in emergency health services throughout the State of New Mexico; are developed through: conferences, committees, projects and programs and training events, and are governed and qualified by the basic policies set forth in Article III.
ARTICLE
III
BASIC POLICES
The following are basic policies of the Association.
1. The Association shall be noncommercial, non-sectarian, and nonpartisan and shall not discriminate on any basis whatsoever.
2. The name of the Association or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the objectives of the Association.
3. The Association shall cooperate with related agencies. Namely, but not limited to the American National Red Cross, American Heart Association, accredited State EMS educational institutions, regional State EMS entities, and the Emergency Services Bureau for the improvement of the education of individuals involved in emergency health care.
4. The Association may cooperate with other organizations and agencies concerned with emergency medical health care however persons representing the Association in such matters shall make no commitments that may bind the Association to an action without prior approval of the Board of Directors.
ARTICLE
IV
OFFICES
The principle office of the Association shall be located at the (??????), County of (??????), State of New Mexico. The Association may have such other offices either within or without the State of New Mexico as the Board of Directors may determine from time to time.
ARTICLE
V
MEMBERS
Section 1
CLASSES OF MEMBERS: Membership of theAssociation shall be divided into four (4) classes as follows: active members, inactive members, associate members, and lifetime members. Requirements for membership in each class shall be:
Active
Membership:
1 Must be actively engaged in providing an emergency service, i.e., unaffiliated Emergency Medical Service, Fire Department, Police Department, Emergency Room or Hospital Worker, Ambulance Driver, Rescue Squad Member, or any other entity which may be specifically authorized by the Board of Directors.
2 Must hold a current Emergency Medical Dispatcher or Emergency Medical Technician license or certification as a Emergency Medical First Responder.
3 Must be of good character without felony
conviction or unresolved license suspension(s).
4 Must be a member in good standing by maintaining current paid-in-full account status.
5 A member must surrender active membership for an inactive membership upon leaving the emergency services field.
7 Active membership status may be reinstated upon returning to an emergency services field and upon successful petition to the Board of Directors.
Inactive Membership:
1 Open to all persons interested in emergency services and not actively engaged in the practice of such emergency services.
2 Inactive members shall pay all dues and have all privileges of active members with the exception of voting rights accorded active members in good standing.
3 All applicable active membership regulations shall apply as directed by the Board of Directors.
Squad Membership:
1 A Squad
membership shall be collective in nature; an entity encompassing a class of
emergency service personnel may act as host for members meeting all
requirements for an Active membership.
2 Members
of an entity holding an Squad membership shall have all privileges of Active
members. The entity holding an Squad membership is not entitled to vote on
Association matters.
3 Squad
membership dues shall be set by the Board of Directors. Members of an entity
holding a Squad membership shall be considered to be in good standing when a
Squad membership account remains current.
4 Squad
membership members may convert to an individual Active membership at any time
by applying for Active membership status as proscribed in these ByLaws.
5 The Board of Directors may, from time to time, restrict the number of members of an entity holding a current Squad membership.
Lifetime Membership:
1. Lifetime membership may be bestowed upon anyone for outstanding service to the Association over a period of service exceeding five (5) years.
2 Life-time membership must be approved by a three-quarters (3/4) majority vote of the current Board of Directors comprising a quorum.
3 Life-time member(s) shall have full active member privileges but will not be assessed Association dues.
4 Host organization may not be accorded lifetime memberships although members of the host member may be accorded lifetime memberships(s) in accordance with preceding requirements.
Section 2
Membership: The Secretary-Treasurer shall record the application of all prospective members. Upon receipt of required initiation fee and dues, applicant(s) shall be considered active member(s) of the Association.
Section 3
Voting Rights: Each Active and Lifetime member in good standing shall be entitled to one (1) vote on any matter submitted to a vote of the membership.
Section 4
Termination of Membership: The Board of Directors, by affirmative vote of two-thirds (2/3) of members present comprising a quorum, may suspend or expel a member for cause following an appropriate hearing of charges and opportunity for rebuttal; further, those present comprising a quorum at any regularly constituted meeting by a majority vote may terminate a membership of any person losing eligibility for membership or may suspend or expel any member who remains in default for payment of dues for a period fixed hereinafter. Notice of suspension or expulsion shall be sent to the member’s last recorded address.
Resignation: Any member may resign by filing written notice with the Secretary–Treasurer. Such resignation shall not relieve the member so resigning of the obligation of paying dues, assessments, or other such charges theretofore accrued and remaining unpaid.
Section 6
Transfer of Membership: Membership in this Association is not transferrable or assignable.
ARTICLE
VI
DUES
Section 1
Annual Dues: The Board of Directors shall determine, from time to time, fees, if any, and annual dues payable to the Association by members of each class and shall give appropriate notice to the membership.
Section 2
Payment of Dues: Dues shall become due and payable annually when billed or upon registration at the Association’s annual conference.
Section 3
Default and Termination of Membership: When a member of any class is in default for payment of dues for six (6) months from the beginning of a period for which such dues become payable, their membership shall be terminated by the Board of Directors as provided herein.
ARTICLE
VII
MEETINGS
OF MEMBERS
Section 1
Annual Meetings: An annual meeting of the members shall be held at a location selected by the membership comprising a quorum at a previous annual Association conference. If election of officers does not occur on the day designated herein at an annual meeting, or if adjournment of the Board of Directors without elections occurs, it shall cause the election to be held at a special meeting of the membership as soon thereafter as practicable.
Section 2
Special Meetings: Special meetings of the members may be called by the President, Board of Directors, or by not less than one tenth (1/10) of members having voting rights at a time and place designated by the Board of Directors. If designation is not forthcoming within a reasonable period, the place of such meeting shall be the principal office of the Association in the State of New Mexico with consent to the holding of the meeting being valid without call or notice. At any such meeting any corporate action may be taken.
Section 3
Notice of Meeting: Written, printed, or electronic notice stating the place, date, and hour at any meeting of the membership shall be delivered personally, mailed, or transmitted by electronic means to each member entitled to vote at any such meeting, not less than ten (10) days nor more than thirty (30) days prior to the date of such meeting, by or at the direction of the President or the Secretary -Treasurer or the officers or persons calling the meeting.
In case of a special meeting or one required by statute or these ByLaws the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited at a United States Postal Service facility, addressed to members at their addresses as they appear in the records of the Association with postage thereupon prepaid. If electronically transmitted, such notice shall be deemed delivered upon transmission when a notice of inability to deliver is not received by the sender from an ISP or other commercial electonic mail service.
Section 4
Quorum: Fifty-one percent (51%) of the active membership at any duly authorized meeting shall constitute a quorum. If a quorum is not present, no business may be conducted. However, the requirement for a quorum can be waived by two-thirds (2/3) majority vote of the Board of Directors comprising a quorum. If such waiver is passed by the Board of Directors, then Association business may be conducted at such meeting.
Section 5
Proxies: At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by a duly authorized attorney in fact. No proxy shall be valid after one (1) month from the date of its execution unless otherwise provided in the proxy.
Section 6
Voting by Mail: Where directors are to be elected by members of any class or classes of membership, such election may be conducted by mail in such manner as the Board of Directors shall determine.
Section 7
Participation in Meetings: Any member of the Association in good standing on the date of any annual or special meeting shall have the right to appear and participate in such meeting and vote on all matters brought before the membership. In lieu of appearing, an active member in good standing may participate therein by written proxy duly executed, delivered and recorded in accordance these ByLaws.
ARTICLE
VIII
BOARD OF DIRECTORS
Section 1
General Powers: The affairs of the Association shall be managed by its Board of Directors. Directors must be currently licensed EMDs, EMTs, or certified Emergency Medical First Responders in New Mexico and must be members in good standing with the Association.
Section 2
Number, Tenure and qualifications: The numbers of directors shall be eight (8). Directors shall hold office for a term of two (2) years and shall be elected so that one half (1/2) of the number of director terms expire in an odd year with the remainder expiring in an even year. Directors shall hold office until their successors have been elected and qualified.
Section 3
Advisory Board: Past presidents may become Advisors to the Board of Directors for a period of three (3) years from the end of their term as president and shall have full voting privileges.
Section 4
Regular Meeting: A regular meeting of the Board of Directors shall be held without any other notice than these ByLaws immediately after and at the same place as the annual meeting of the membership. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional meetings may be held at the principal office of the Association in the absence of any other designation by resolution.
Section 5
Special Meetings: Special meetings of the Board of Directors may be called at the request of the President or two (2) directors and shall be held at the principal office of the Association or such other place as the Directors may determine.
Notice: Notice of any special meeting of the Board of Directors shall be given at least two (2) weeks prior thereto by written notice delivered personally, via telephone, by mail, or electronically to each director at the address shown in the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited with the United States Postal Service (USPS) in a sealed envelope so addressed with postage prepaid. If electronically, such notice shall be deemed delivered by the date of the ‘sent’ annotation appended to an e-mail unless notification of failure of electronic delivery by an ISP or other commercial transmission service is received in which case an attempt to notify shall be made by mail deposited with the USPS.
Section 7
Quorum: A majority
of the Board of Directors shall constitute a quorum for the transaction of
business at any meeting of the Board; if a quorum is not present at any duly
authorized meeting, a majority of directors present may adjourn the meeting
without further notice.
Section 8
Board Decisions: The actions of a majority of the directors present at the meeting at which a quorum is present shall be the acts of the Board of Directors unless an action of a greater number is required by State or Federal law or by these ByLaws.
Section 9
Nominations of Directors: Not later than one (1) month prior to each annual meeting of the members, the Board of Directors shall appoint a nominating committee. Such committee shall consider all available candidates for the directorship to be filled at a forthcoming membership meeting and shall submit a slate of candidates to the members. Each person nominated must be advised and must accept nomination. Such submission shall be deemed a nomination of each person named. The committee may recommend one, or more than one, candidate for each vacancy to be filled. At the annual meeting of members, nominations may be made and accepted or rejected from the floor.
Section 10
Election of Directors: Election of Directors shall be held at the annual meeting of the membership and shall be by ballot cast by members in good standing. A plurality shall be necessary to elect any candidate.
Section 11
Vacancies: Any vacancy on the Board of Directors or Advisory Board may be filled by the Board of Directors. A director or advisory board member appointed to fill a vacancy shall serve for the unexpired term of their predecessor.
Section 12
Compensation: Directors shall not receive remuneration for services rendered in performance of their duties for the Association. Directors may request reimbursement for expenses incurred while conducting business of the Association. Such reimbursement requires approval of the Board of Directors at a scheduled board meeting where a quorum is present.
ARTICLE IX
OFFICERS
Section 1
Officers: The officers of the Association shall comprise a President, Vice-President, and a Secretary-Treasurer. The Board of Directors may elect or appoint such other officers as deemed necessary. Such appointed officers shall have authority to perform duties as proscribed from time to time by the Board of Directors.
Section 2
Election and Term of Office: Officers of the Association shall be elected annually by
the Board of Directors at the annual membership meeting. New offices may be
created and filled at any meeting of the Board of Directors where a quorum is
present.
Section 3
Powers and Duties:
The President: The president of the Association shall be the
Association’s principal executive officer and shall exercise general
supervision and control over all the business and affairs of the Association.
The president shall have the following specific powers and duties:
1 To preside over all meetings of the membership.
2 To oversee and actively manage, as required,
all business of the Association.
3 To monitor the execution of duly constituted
orders and resolutions of the Board.
4 To execute bonds, mortgages. deeds of trust and
other contracts requiring the seal of the Association
5 General supervision and direction of officers
of the Association and of agents and employees thereof and the performance of
assigned duties.
6 To conduct the business and affairs of the
Association in accordance with duly authorized orders and resolutions of the
Board of Directors using executive discretion as delegated and limited by such orders and resolutions
and these ByLaws.
7 To submit reports on operations of the
Association to Directors at meetings and a report thereof to the membership at
annual meetings and to report to the Directors on matters which may require
their attention in operating in the best interest of the Association.
8 The president or their designee shall represent
the Association at all governmental and public meeting and/or functions.
9 In addition to the foregoing, the President may sign membership certificates and shall have such powers, duties and authority as may be set forth elsewhere in these ByLaws and as may be proscribed by the Board of Directors from time to time.
Vice-President: The Vice-President shall have the authority and duty to
perform functions specified by the Board of Directors in case of incapacity on
the part of the President to act. The President’s powers shall be assumed and
duties discharged by the Vice-President during any period of incapacity on the
part of the President. Acts of the Vice-President, duly authorized under such conditions, shall be the
acts of and binding on the Association. A Vice- President acting as President
under these ByLaws shall report to the Board of Directors with respect to any
acts taken and transactions accomplished during an incapacity of the President.
1 In the absence of the President, the Vice-President shall
represent the Association at all public
meetings and/or functions.
Secretary-Treasurer: The Secretary-Treasurer of the Association shall be the custodian of the Association’s accounts and membership records and, further, shall be a recorder of all the Association’s formal actions and transactions. The Secretary-Treasurer shall have the following specific powers and duties:
1 To record the minutes and transactions of all
meetings of the Board of Directors and general and special membership meetings
and maintain minutes at the principal office of the Association or such other
place as the Board of Directors may order of all such meetings in the form and
manner required by law.
2 To keep at the principal office of the
Association, or other designated location, records of details required by law
with respect to Association membership including ledgers of all memberships
issued with date of issuance and all other records of the Association.
3 To keep at the principal office, or other
designated location, open to inspection by members at all reasonable times, the
original or certified copy of current ByLaws of the Association as amended or
otherwise altered.
4 Attend to the giving and service of notices of
the Association required by law or ByLaws.
5 Attend to such correspondence and make such
reports as may be assigned.
6 To keep and maintain open to inspection by the
President or any director, at reasonable times, accounts of the properties and
business transactions of the Association to include all matters required by law
which shal1 be in a form as required by law.
7 Have the care and custody of funds and
valuables of the Association and deposit funds in the name and to the credit of
the Association with a Board of Directors approved financial institution.
8 To maintain accurate lists and descriptions of
all assets of the Association.
9 To issue and sign checks, drafts, notes and
orders for the payment of money as required for the Association.
10 To disburse funds of the Association for
approved expenses as may be ordered by the Board of Directors and to prepare
vouchers for such disbursements.
11 To render to the President or to the Board of
Directors, whenever they may require, an account of all transactions as
Secretary-Treasurer as well as financial statements in a form satisfactory to
them, indicating the fiscal status of the Association.
12 The Secretary-Treasurer elect shall be elected
one (1) year prior to the termination of the current Secretary-Treasurer.
In addition, the Secretary-Treasurer shall have other such powers, duties and authority as may be set forth elsewhere in these by-laws and as may be proscribed by the President or Board of Directors from time to time.
Section 4
Removal: Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby.
Section 5
Resignation: Any officer may vacate their office by filing a written resignation with the Board of Directors at any regularly scheduled or special meeting. Such resignation shall not relieve the officer of the obligation of transferring records or Association property in their custody, or the payment of delinquent dues. Payment of approved expenses or reimbursements shall be made to the resigning officer within a reasonable period following acceptance of the resignation by the Board of Directors and demand for payment by the resigning officer.
ARTICLE X
COMMITTEES
Section 1
Committees of Directors: The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees; each committee shall consist of one or more directors; such committees, to the extent provided by resolution designating said committee, shall have and exercise the authority of the Board of Directors in the management of the Association; however, designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law.
Section 2
Other Committees: Other committees not having and exercising the authority of the Board of Directors and the management of the Association may be designated by resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided by such resolution, such committees shall comprise members of the Association with the President of the Association appointing members thereof. Any committee member may be removed by the person or persons authorized to appoint members whenever, in their judgment, the best interests of the Association would be served by such removal(s).
ARTICLE XI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1
Contracts: The Board of Director’s may authorize any officer, or officer’s agent, or agents of the Association in addition to officers authorized by these ByLaws to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Association; such authority may be general in nature or may be confined to specific instances.
Section 2
Checks. Drafts or Orders: All checks, drafts or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by the President or Vice-President of the Association and counter signed by the Secretary-Treasurer.
Section 3
Deposits: All funds of the Association shall be deposited, in a timely manner, to the credit of the Association at such financial institutions as the Board of Directors may direct.
Section 4
Gifts: The Board of Directors may accept, on behalf of the Association, contributions, gifts, bequests, or devise for any purpose of the Association.
ARTICLE XII
BOOKS AND RECORDS
The Association shall keep correct and complete records of accounts and minutes of proceedings of its membership, Board of Directors. committees having and exercising any of the authority of the Board of Directors and shall keep at the Association’s principal office a record giving the names and addresses of all members entitled to vote. All records of the Association may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE XIII
FISCAL YEAR
The fiscal year of the Association shall run from I January to 31 December.
ARTICLE XIV
AMENDMENT OF BY-LAWS
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the directors present at any regular meeting or at any special meeting with at least ten (10) days written notice given of the intention to alter, amend, repeal or adopt new by-laws at such meeting.
ARTICLE XIV
INDEMNIFICATION
No Director, Officer or Member of this Corporation shall be held liable for indebtedness incurred by the Corporation during its existence and operation. The Corporation shall reimburse and indemnify each Director, Officer, or Member of the Corporation against any expense actually incurred in connection with the defense of any action or proceedings against them for neglect or misconduct in the performance of their duties with the Corporation. Such indemnification shall not be deemed to exclude any other right to which such Director, Officer, or Member may be entitled pursuant to the Articles of Incorporation, the Bylaws, or any other agreement.