Section 1      Name

1.1           The name of the organization shall be the Kentucky Emergency Medical Services Association.

1.2           The organization may use registered “Doing Business As” (DBA) names to represent specific business lines or programs as necessary.

Section 2      Purpose

2.1 Advance the delivery of prehospital care in Kentucky

2.2 Promote and advance the interests of working EMS professionals (the EMS workforce of Kentucky) in all domains of the profession

2.3   To serve as a channel of communication with local, county, regional, state and national governmental agencies involved with the delivery of emergency medical care and with related professional and business organizations and groups concerned with the delivery of emergency medical care.

2.4  To promote and provide professional and public education and information related to emergency medical care.

2.5   To promote the development and maintenance of a high code of ethical standards and excellent clinical care among emergency medical care professionals.

2.6   Create and maintain a fraternal atmosphere between members of the association

Section 3      Mission Statement

3.1   The mission of the Association is to represent and support the views and interests of the membership by working together as one voice for Emergency Medical Services to promote education, share information, and facilitate legislative and regulatory action ( TBD advocacy for EMS professionals and the patients ) that is favorable to the Association’s purposes.

Section 4      Office Location

4.1   The physical headquarters and office of the Association shall be located as so designated by the Board of Directors. (PO Box)

Section 5      Membership

5.1   Professional. Any person who is an active EMS professional, privileged to practice in the Commonwealth (authorized to practice in Kentucky) and interested in the purposes of the Association and pays annual dues is classified as a Professional member.  Each professional member will have one (1) vote in any general election etc. 

5.2   Retired. Any retired EMS professional in the Commonwealth, without current professional affiliation with an EMS service. Considered an active member paying half dues and may serve on committees but may not serve as officers and do not vote in general Association meetings.

5.3   Student. Any student enrolled in a registered training program without concurrent professional affiliation with a response agency, hospital, or TEI.  Student members may not vote or hold office and will only pay ½ dues.

5.4   Honorary. Honorary members shall be limited to persons whose outstanding contributions to EMS merits special recognition. They shall be recommended by Association members on the Board of Directors. They shall hold membership for life and have all the privileges of active members except they may not vote or hold office.

5.5 Affiliate. Individuals who wish to support but are not themselves EMS professionals.  Affiliate members may participate in discussion but not serve on committees or as officers, and do not have voting rights.  Affiliate members pay no dues.

5.6   Discrimination. The Association does not and shall not limit membership on the basis of race, color, religion, age, national origin, disability, marital status, gender identity, sexual orientation, political affiliation, or military status.

 Section 6 Dues

6.1   Dues. The dues fee structure shall be determined by the Board of Directors

6.2   Dues are to be paid monthly on the first day of the month or on either a monthly or annual basis. All benefits shall expire if dues are not paid within thirty (30) days of this date.

6.3   Dues shall be non-refundable.

Section 7      Voting Rights

7.1   Professional members shall have one vote.

7.2   Any member of the Board of Directors shall pay dues and have one vote.

7.3   Voting by proxy shall not be allowed.

7.4   Email voting shall be allowed for urgent issues the board needs to address.

         A. The President, or designee, will send the question to be voted on to the entire Board of Directors. Each Board member shall “reply to all” when voting.

         B. Except for instances that these bylaws or Roberts Rules of Order require a greater than simple majority vote, a minimum vote of 51% of votes cast (excluding abstentions) will be required.

         C. A vote of 67% of votes cast (excluding abstentions) will be considered a 2/3 majority vote.

         D. A deadline for voting shall be included in the email. Adequate time (usually 48 hours) must be given for all board members to respond. Consideration must be given that at least 24 hours will not be a weekend or legal holiday. If the required minimum votes are not received by that deadline, the motion shall be considered ‘failed’.

7.5   Phone votes shall be allowed in the following situations:

         A. If a special meeting is called and that meeting is a conference or video meeting, all votes shall be conducted and recorded as a roll call vote. These meetings must have a quorum as outlined in section 8.

         B. The President, or designee, will record all such votes as minutes of the Board and notify the entire Board of the results.

Section 8      Meetings

8.1   Annual Meeting. A meeting of the members shall be held annually at a time and place to be determined by the Board of Directors. The President, or designee, shall report to the members on the state of the Association and shall conduct such other business as may properly be brought before members. Any professional member in attendance is entitled to make motions and vote. The date and time of the meeting shall be announced at least thirty (30) days prior to the meeting date.

8.2   Special Meetings. Special meetings may be called by the President and/or the request of one-third of the Board of Directors with at least three (3) days notice given. A simple majority of Directors in person or virtually (more than half of the Board of Directors) shall constitute a quorum.

8.3   A complete copy of these bylaws shall be provided during one board meeting annually for review.

8.4   Board Meetings. Regular meetings of the Board of Directors will be held four times each year. The regular meetings will be held quarterly at a time and place determined by the Board of Directors.  Board members are encouraged to attend the meetings in person, but as an alternative, they may attend by phone or video conference.

8.5   Special Board Meetings. Special meetings of the Board of Directors may be called by the President, or by written petition to the President of two or more members of the Executive Committee or one-quarter of the then sitting Directors, provided reasonable notice is given to each Director. The petition shall state the purpose for which the special meeting is being called.

8.6   Open Meetings. All meetings of the Board of Directors shall be open to all members. All meetings of the Board of Directors should be listed in the official publication of the Association.

8.7   Notice. It is reasonable that a Director send notice of a meeting by mail or electronic mail at least two weeks before the meeting to the address in the records of the Association. The notice shall state the time, location, and purpose of the meeting.

Section 9      Board of Directors

9.1   Number. A board of seven (7)  members plus the Association president shall constitute the Board of Directors.

9.2   Qualifications. To be eligible for election to the Board of Directors, candidates must have been an active professional member for at least two consecutive years immediately preceding the time of nomination. Directors must remain Professional members of the Association throughout their tenure on the Board of Directors. No greater than three Directors may be affiliated with or employed by the same entity, enterprise, agency, ambulance service, emergency responder organization, fire department, hospital, local labor union, local training center, local teaching institution or any other local group or firm related to the field of emergency medical services. This section is not intended to include national membership or affiliation including but not limited to National Registry of EMTs, National Association of EMT’s, American Heart Association, etc.  The Association Attorney and Accountant for the Association shall be considered non-voting members of the Board of Directors.

9.3   Nomination. Any Professional member of the Association may request nomination papers and submit them to the Association by the date specified by the Board of Directors. Each candidate’s nomination papers will be defined by the policies of the Association. The Executive Committee shall review the nomination papers received, provide background checks on the candidates as the Executive Committee shall deem necessary, and present a slate of candidates for the official ballot.  If a current sitting director wishes to serve a second successive term, they will not be required to submit nomination papers for their second term.

9.4   Election and Term. The active members shall annually elect 2 members (3 every third year) to serve as Directors, who shall serve for a term of three years, whose terms shall be staggered so that approximately one-third of the directors shall be elected each year to three-year terms. No person shall be eligible to serve more than two consecutive full three-year terms as a Director.  A Director term begins on the first day of July immediately following the election and ends on the last day of June. A Director’s initial term shall be elected by a plurality vote of the membership by written ballot or electronic ballet.  A Board member will not be eligible to apply for a new term until at least one year has lapsed.

9.5.1 Election by The Board of Directors. If the number of members seeking election to the Board of Directors does not exceed the number of open Director positions, then the Board of Directors rather than the active members will fill an open position. Directors so elected by the Board of Directors must be elected by a majority vote of the then sitting Board of Directors.

9.6   Resignation. Any Director or Officer may resign at any time by delivering a resignation in writing via U.S. Mail or email to any other member of the Executive Committee or to the Board of Directors. Resignation from the Board of Directors shall be effective upon receipt unless specified to be effective at some other time. Any open seat on the Board of Directors created by a resignation may be filled by an election by the members of the Board of Directors. The replacement Director shall be elected by majority vote of the Board of Directors and will serve the remainder of the unexpired term of the Director they are replacing.

9.7   Removals. The Board of Directors may remove an Officer or Director for cause by a vote of two-thirds of the Directors then in office. A Director or Officer may be removed for cause only after reasonable notice and opportunity to be heard before the Board of Directors.  Any open seat on the Board of Directors created by a removal may be filled by an election by the members of the Board of Directors. The replacement Director shall be elected by majority vote of the Board of Directors and will serve the remainder of the unexpired term of the Director they are replacing.

Section 10    Committees

10.1 Standing Committees. There shall be Standing Committees of the Association.  The Board of Directors shall determine the number, names, and duties of these committees.  The President will appoint the Committee Chairpersons who shall be a member of the Board.  The Committee will be made up of members of the Board and members in good standing of the Association.  The Board of Directors shall clearly state the purpose, scope, and authority of each Standing Committee.

10.2 Ad Hoc Committee. The Board of Directors or the may establish committees as needed, except as prohibited by law, by the Articles of Incorporation, or by these Bylaws. The President shall appoint the committee chair and members of any such committee. The Board of Directors shall clearly state the purpose, scope, and authority of each Ad Hoc Committee.

Section 11    Officers

11.1 Qualifications. The officers of the Association shall consist of a President, Vice President, Secretary, and Treasurer .

11.2 Nominations. Any member of the Board of Directors may nominate any other member of the Board of Directors for the office of President, Vice President, Secretary, and Treasurer.

11.3 Powers. Subject to law, to the Articles of Incorporation and to other provisions in these Bylaws, each Officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are determined by the Board of Directors or delegated in the Board of Directors Policy Book.

11.4 Election and Term of Office.

11.4.1   Officer Election. The Officers of the Association shall be elected by the Board of Directors at their first meeting of each new fiscal year except for the Immediate Past President who shall serve until a successor President is elected. Every Officer must be, at the time of election and throughout the term of office, an active member of the Association and a member of the Board of Directors.  The President must have enough time left in his term on the Board of Directors to be able to complete a subsequent year as Immediate Past President

11.4.2   Term of Office. The Officers shall take office at the first board meeting of the new fiscal year following their election, and shall serve a one year term of office.

11.4.3   Successive Terms. Officers may be reelected to successive terms.

11.4.4   Officer Vacancies. Officer vacancies which occur will be acted on at the next Board of Directors meeting and shall be filled at the next board meeting by majority vote of the Board of Directors.

11.5 President. The President shall preside at all meetings of the members, the Board of Directors. The President shall have such other powers and duties as shall be designated from time to time by the Board of Directors or the Board of Directors Policies.

11.6 Vice President. The Vice President shall proceed to the office of President in the event that the President is unable to carry out the duties of the office of President. The Vice President shall preside at all meetings of the members, the Board of Directors in the absence of the President, and shall have such duties as shall be conferred from time to time by the President, the Board of Directors, or the Board of Directors Policies. 

11.7 Treasurer. The Treasurer shall oversee the keeping of all financial transactions and financial status. The Treasurer shall sign all checks (cosigned by another officer) written to the Association, and shall supervise any and all reviews of financial records that are conducted by the Board of Directors from time to time as determined by the Board of Directors or outlined in the Board of Directors Policies.

11.8 Secretary. The Secretary shall oversee the keeping of all records of all meetings and shall be responsible for state filings, etc.

11.9 Immediate Past President.  The position of Immediate Past President is meant to allow for a smooth transition for the newly elected President.  The Immediate Past President shall assist the President with duties as determined by the President.  

Section 12    Vacancies

12.1 The Board of Directors and Officers. Any vacancy on the Board of Directors or any Officer vacancy may be filled by the Board of Directors unless provisions for such vacancy are otherwise specified by law, in the Articles of Incorporation, or in these Bylaws.

Section 13    Fiscal Year

13.1 Fiscal Year. The fiscal year of the Association shall end on the last day of June each year

Section 14    Amendments

14.1 Amendments. Amendments and changes to the Bylaws may be proposed by either the membership or the Board of Directors and shall be considered by the Board of Directors.  Amendments and changes to the Bylaws that have been approved by the Board of Directors shall be published on the website and announced in the next possible KEMSA Newsletter.

Section 15    Dissolution of the Association

15.1 Dissolution. The Association may be dissolved at any time by the written consent of no less than two-thirds of the vote of the Association. The property and assets, after payment of all just debts, shall be given in kind or converted into cash and distributed to a not-for-profit organization(s) for the benefit of the Emergency Medical Service in Kentucky. Such organizations are to be selected by the Board of Directors.