Bylaws
Name. The name of the Corporation shall be the Emergency Medical Services Association of Texas, herein after referred to as "EMSAT," or the "Association."
Offices. The principal office of the Association in the State of Texas shall be located in Austin, Texas. The Association may also have offices at such other places as the Board of Directors may from time to time appoint, or as the activities of the Association may require.
The Association shall have and continuously maintain in the State of Texas a registered office, and a registered agent, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
Seal. The seal of the Association shall be that which is determined by the Board of Directors.
Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the last day of December.
Purpose. The Association is organized to improve the quality of Emergency Medical Services (EMS) in the State of Texas and for the following purposes:
1. To promote Emergency Medical Services as a recognized Health Care Profession;
2. To assist its members through programs of education, training and communications;
3. To encourage the highest standards of ethics and conduct throughout the Emergency Medical Services community while discouraging discriminatory practices that inhibit good patient care;
4. To encourage improvements in standards for personnel and equipment;
5. To encourage and promote cooperation among persons, organizations, entities or authorities who are directly or indirectly responsible for and/or involved in the Emergency Medical Services profession;
6. To provide information and direction to individuals and governmental bodies on matters pertaining to the Emergency Medical Services industry;
7. To protect the interest and welfare of the Members of the Association. and the public in which they serve.
8. To establish and enhance rank and file representation regarding legislative changes and rule making decisions that effect Emergency Medical Services personnel at the local, state, and national levels;
9. To actively participate in the future direction of Emergency Medical Services in Texas and nationwide.
A. Membership Criteria. Membership will be open to any person, organization or entity meeting the criteria established herein, and willing to abide by the Bylaws of the Association.
B. Membership Privileges. All classes of members are entitled to all rights and privileges offered by the Association without limitation to the number of participants engaged in the activities of the Association. However, only certain classes of members are entitled to vote and hold office as prescribed by the Bylaws.
C. Classes of Membership. Membership in the Association shall be available to the following classes of individuals or entities:
1. Active Member (voting). Any Texas EMS certificate/license holder, or a Medical Director that is actively working in EMS who is in good standing. Active Members are entitled to vote on the official business of the Association, may hold elected or appointed positions, and may vote for Directors.
2. Associate Member (non-voting). All other individuals or entities engaged in the business of providing health care services or educational opportunities in the Emergency Medical Services field in the State of Texas. Those individuals or entities include, but are not limited to, any Volunteer Service, Fire Service, Governmental Agency, College or University, Private or Public Corporation, Physician, Physician Assistant, Nurse, Hospital, or Private or Public EMS Provider, meeting the standards prescribed by the Board of Directors. Associate Members are not entitled to vote on the official business of the Association, nor to vote for Directors, and may not hold elected or appointed positions for the Association.
3. Affiliate Member (non voting). Any person, partnership, corporation or other entity engaged in the manufacture, sale, rental or servicing of equipment or furnishing of services utilized in the provision of medical transportation. Affiliate Members are not entitled to vote on the official business of the Association, nor to vote for Directors, and may not hold elected or appointed positions for the Association.
4. Honorary Member (non voting). Any person who has rendered distinguished service to the science and art of Emergency Medical Services may be elected to honorary membership in the Association. Honorary Members shall be members for life, and may be elected upon nomination by the Nominating Committee, and the affirmative vote of 75% of the ballots or votes cast by the voting membership. Honorary Members are not entitled to vote on official business of the Association, nor to vote for Directors, and may not hold elected or appointed positions.
D. Rights of Members
1. All members shall have the following rights:
a. To attend all meetings of the Association.
b. To speak in debate.
c. To receive official publications of the Association.
2. Only members in certain categories have the following rights (subject to restriction as otherwise provided for in the Association Bylaws):
a. To make and second motions: Active Members
b. To vote: Active Members
c. To hold elective office: Active Members
d. To serve on elected committees. Active Members
e. To serve on appointed committees: Active Members
f. To serve as Chair of a committee, elected or appointed: Active Members
E. Good Standing. An individual member is in good standing within the meaning of these Bylaws if the member:
1. Is in good standing with the Association and complies with the ethical standards of the Association.
2. Satisfies the legal requirement for practice in the field of Emergency Medical Services by the member’s regulatory authority.
3. Pays all Association Dues. A member whose dues have not been paid by the due date shall have membership revoked by the Association as of that date.
4. Continues to qualify for the type of membership held.
5. Has not been convicted of a crime involving moral turpitude.
6. Is not under current suspension or revocation of a license or certificate of registration to practice in the Emergency Medical Services field.
6. New Membership Application.
Applications for membership shall be submitted to the administrative offices of the Association, together with such fees and on such forms as may be prescribed by the Board of Directors.
7. Application Process.
A. Each application for membership in the Association shall be reviewed by the Membership Committee to ensure that the applicant meets the requirements for membership as defined within these Bylaws.
B. The applicant will be considered for membership by the Membership Committee following receipt of a completed application.
C. The Membership Committee will confirm that all new members have met the standards for membership as defined by these Bylaws.
D. No applicant shall be denied access to membership in the Association unless it has been determined by the Board of Directors that the applicant has not met, or has violated the standards of conduct set forth in these Bylaws.
E. Dues. Dues shall be established by the Board of Directors.
Any applicant, member, or organization may be rejected, suspended or expelled from the Association when it has been determine that the applicant, member, or organization has not met, or has violated the standards of conduct set forth in the Bylaws. Decisions to reject, suspend, or expel an applicant, member, or organization shall be made by the Board of Directors, and the board’s decisions are final. An applicant, member, or organization may be reinstated with the Association in accordance with the standards of conduct set forth in these Bylaws.
A. Members’ Annual Meeting. There shall be an Annual Meeting of the Members of the Association. held during the last quarter of each calendar year. The time and place of the Members Annual Meeting shall be designated by the Board of Directors. The primary purpose of the meeting shall be for the election of the Board of Directors.
1. Members’ Annual Meeting. A quorum for all Annual Meetings of the Association shall consist of not less that ten percent (10%) of the Active Members present at the Annual Meeting. Voting by proxy is not permitted. Voting by mail is permitted on a form approved by the Board of Directors.
B. Board of Directors Regular Meeting. The Board shall hold at least one (1) meeting each calendar quarter to conduct the business of the Association. The time and place of the Board of Directors meetings shall be designated by the Board of Directors. The Board of Directors may schedule meetings at more frequent intervals if deemed necessary.
C. Special Meetings. Special Meetings may be called by either the President, a majority of the Board of Directors, or at least five percent (5%) of the Active membership, conditioned upon notice being issued by the Secretary to all members in good standing not less than twenty (20) nor more than sixty (60) days prior to the date of such meetings. Only the issues stated in the Notice of Special Meeting may be considered for action.
D. Emergency Meeting of the Board of Directors. Emergency meetings of the Board of Directors may be called by the President, a majority of the Executive Committee, or a majority of the Board of Directors, to handle urgent matters which have arisen for which time would preclude a calling of a special meeting.
1. Only those issues pertinent to the urgent matter may be considered by the Board of Directors.
2. A two thirds (2/3) affirmative vote of the Board of Directors who are present and voting will be required to pass any action considered during an emergency meeting.
3. Within thirty (30) days following the call of an emergency meeting, minutes will be distributed to all board members specifying the necessity for the meeting and detailing any action taken.
4. Members of the Board of Directors may participate in the meeting through the use of telephone or similar communications equipment; so long as members of the Executive Committee participating in such meeting can hear the board member. Participating in a meeting by this means constitutes presence at such meeting.
E. Notices. All notice of meetings shall be in writing, and shall specify the time, date, place and issues to be considered. Notices of meetings may be provided to members by E-mail, facsimile, hand delivery, or by regular mail.
1. Regular Meetings. Notice of all Regular Meetings of the Membership and Board of Directors will be issued at least thirty (30) days prior to the meeting.
2. Special Meetings. Notice of all Special Meetings of the Board will be issued at least seventy-two (72) hours prior to the meeting. Notice of Special Meetings will be issued at least fourteen (14) days prior to the meeting.
3. Emergency Meetings of the Board of Directors. A quorum of all Emergency Meetings of the Board of Directors shall consist of at least fifty percent (50%) of the Members of the Board\
4. Publication. When a meeting of members is scheduled or called, in addition to other authorized methods of notice issued pursuant to these Bylaws, notice may be given by publication in any newspaper of general circulation in Austin, Texas. The notice will state the place, day, and time of the meeting, who called it, and the general purpose or purposes for which it is called.
F. Quorums
1. Members Annual Meeting. A quorum for all Annual Meetings of the Members of the Association. shall consist of not less than ten percent (10%) of the Active Member class. Voting by proxy is not permitted. Voting by mail is permitted on a form approved by the Board of Directors.
2. Special or Regular Meetings. A quorum for all Special or Regular Meetings of the Board of Directors shall consist of a simple majority of the Members of the Board.
3. Emergency Meeting of the Board of Directors. A quorum for all Emergency Meetings of the Board of Directors shall consist of at least two thirds (2/3) of the Members of the Board.
4. Committees. A quorum for all committees of the Association shall consist of a simple majority of the committee members.
G. Rules and Procedures. Robert’s Rules of Order, newly revised, shall govern the conduct of all meetings and sessions of the Association provided they do not conflict with these Bylaws.
H. Written Consent of Directors. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all Members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.
A. Directors. The governing body of the Association is the Board of Directors, which has the authority and responsibility for the supervision, control, and direction of the Association.
B. Composition. The Board of Directors shall consist of a body of at least nine (9) members, and not more than fifteen (15) members shall include the President, Vice President, Secretary, fifteen Treasurer, and Past President of the Association.
C. Election and Term of Office. At each Annual Meeting of Members of the Association, an election shall be held to fill board positions that are expiring. Directors will serve staggered terms of three (3) years.
D. Vacancies. If a vacancy occurs on the Board of Directors for any reason, the position shall be filled for the unexpired portion of the term by the Board of Directors.
E. Removal.
1. A Director may be removed by two thirds (2/3) vote of the Board of Directors if a member misses two or more consecutive meetings, or when it is determined by the Board that removal would
best serve the interests of the Association.
2. The removed Director shall be sent a Notice of Removal by certified mail to the address on file with the secretary or Executive Board. It will be the Board Member’s responsibility to update their address with the secretary within five (5) days of change of address.
F. Compensation.
1. Directors shall serve without compensation, except reasonable and necessary expenses incurred for Association business which may be reimbursed if presented to and verified by the Treasurer and approved by the Board.
Article 10. Officers
A. Officers. The officers of the Association are a President, a Vice President, a Secretary, and a Treasurer.
B. Qualifications. Officers must be Active Members of the Association who have been elected as Directors. No person may hold more than one office at the same time.
C. Election and Term of Office. Officers for the Executive Committee are elected by written ballot of the Board of Directors each year during the Annual Meeting of the Board of Directors. An Executive Committee Board member's term expires at the end of their board term. An Executive Committee Board member may be reelected to the Executive Committee if their term has expired, and they have been reelected to the full Board.
D. Vacancies. If a vacancy occurs among the officers for any reason, the position shall be filled for the unexpired portion of the term by the Board of Directors.
E. Removal. An officer may be removed by a two thirds (2/3) vote of the Board of Directors when it is determined by the Board that removal would best serve the interests of the Association. Notification shall be as required in Article 9.5.B.
F. Compensation. Officers shall serve without compensation, except reasonable and necessary expenses incurred for Association business which may be reimbursed if presented to and verified by the Treasurer and approved by the Board.
G. Duties. The officers perform those duties that are designated pursuant to these Bylaws and that are assigned to them by the Board of Directors.
1. President. The duties of the President shall include:
a. Serve as the spokesperson for the Association.
b. Preside at all meetings of the Board of Directors.
c. Call the Annual Meeting of the Board of Directors, the Annual Meeting of the Members, and any Special Meetings of the Board of Directors or Members.
d. Sign with the Treasurer or other officer authorized by the board of directors any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent of the corporation.
2. Vice President. The duties of the Vice President shall include:
a. Officiate for the President in his or her absence or at his or her request.
b. Perform such other duties as may be assigned by the President or the Board of Directors.
3. Secretary. The duties of the Secretary shall include:
a. Keep or cause to have kept the minutes of the meeting of the Board of Directors.
b. Assure maintenance of records, books and papers belonging to the Association, the Association Bylaws, and the Certificate of Incorporation and Seal.
c. Verify that all meeting notices are properly given in accordance with the Bylaws.
d. Submit an Annual Written Report to the Board of Directors and the membership of the Association at their Annual Meeting.
e. Officiate for the President in the absence of the President and Vice President, or as requested.
4. Treasurer. The duties of the Treasurer shall include:
a. Serve as custodian of all funds of the Association.
b. Assure that true and accurate accounts of the receipts and disbursements of the Association are kept.
c. Assure that the financial accounts are audited annually by a certified public accountant.
d. Submit quarterly and annual written financial reports to the Board of Directors and to the Membership of the Association at their Annual Meeting.
e. Officiate for the President in the absence of the President, Vice President, and Secretary, or as requested.
A. Elections. All Active Members shall be eligible to vote by mail or in person at the Annual Meeting of the Members of the Association.. Elections shall be by majority vote.
B. Ballots. To be considered valid, ballots must be fully and completely executed, meeting all of the requirements stipulated. Ballots not fully completed shall not be used in the tabulation of votes.
C. Mailing of Ballots. Sixty (60) days prior to the commencement of the Annual Meeting of the Members, a ballot with the names of those individuals certified by the Nominating Committee will be sent to all voting members. In order for the ballot to be valid, it must be post marked and sent to the Association’s office at least twenty (20) days prior to the Annual Meeting, or presented in person at the Annual Meeting. All ballots shall be kept sealed until the Annual Meeting at which time the Nominating Committee will tabulate the ballots. Results of the elections will be announced at the Annual Meeting of the Members.
A. Standing Committees. The following will be Standing Committees appointed by the President of the Association, and shall adhere to their individual duties as prescribed by the Board of Directors and these Bylaws:
1. Nominating Committee
2. Ethics Committee
3. Membership Committee
4. Finance Committee
5. Executive Committee
6. Bylaws Committee
7. Governmental Affairs Committee
B. Additional Committees.
The Board of Directors may create any other committees necessary to carry out the function or purpose of the Association.
C. Terms of Office.
1. Each member shall be appointed for a three (3) year term.
2. Initial terms of one (1), two (2) and three (3) years shall be determined by lot.
3. A committee member may serve successive terms.
C. Committee Functions:
1. Nominating Committee.
The committee shall consist of four (4) members appointed by the President and confirmed by the board of Directors and the current EMSAT Coordinator. The committee shall elect a chairperson. The Nominating Committee will carry out and oversee the nomination and election of individuals to positions of the Association and verify the nominee’s eligibility. The committee shall ensure that there are sufficient candidates for all offices, committees, and board positions. The committee shall be responsible for conducting all elections of the Association, and when requested, shall assist committees in the election of chairpersons.
2. Ethics Committee.
The committee shall consist of three (3) members appointed by the President and confirmed by the Board of Directors. The committee shall elect a chairperson. The committee shall investigate complaints against members in the manner prescribed by the Board of Directors.
3. Membership Committee.
The committee shall consist of five (5) members appointed by the President, and confirmed by the Board. The committee shall elect a chairperson. It is the mission of the Membership Committee to develop a Membership Benefit Program which contributes to the growth of the Association and is responsible to the needs of its Members. The committee is responsible for overseeing the recruitment of new members and retention of current members, conducting various membership surveys and developing products, services and resources which meet the needs of members. The committee is responsible for reviewing requests and making recommendations to the Board of Directors for Association endorsement and/or recommendation of services. It is further the duties of this committee to pursue educational opportunities for Members of the Association.
4. Finance Committee.
The committee shall consist of the Treasurer of the Association, and four (4) members who are appointed by the President and confirmed by the Board of Directors. The Treasurer shall be the chairperson. The committee shall advise the Association and the Board of Directors on matters pertaining to the Associations financial needs, growth, and stability based on periodic reviews of income, expenditures, and investments. The committee shall prepare an annual budget for the Board and Members.
5. Executive Committee.
The Executive Committee shall be comprised of the President, Vice President, Secretary, Treasurer, and Immediate Past President of the Board.
6. Bylaws Committee.
The committee shall consist of three (3) members appointed by the President and confirmed by the Board of Directors. The committee shall elect a chairperson. The committee shall review the Association’s Bylaws annually and report recommendations to the Board of Directors for action. The committee is responsible for meetings of the Association being conducted according to parliamentary procedure and for ensuring that all Association activities are being conducted according to the Bylaws. The committee shall submit Association Bylaws and Articles of Incorporation in their original forma and as amended to the Board of Directors.
7. Governmental Affairs Committee.
The committee shall consist of five (5) members appointed by the President and confirmed by the Board of Directors. The committee shall elect a chairperson. The committee shall proactively access the political process to affect public policies which impact the Emergency Medical Services Industry. The committee is responsible to position the Association as an active participant in state and national health care policy development, implementation and leadership. The committee is responsible for representing the interests of the Association; monitoring federal and state laws, regulations, and court actions; interacting with and lobbying legislative and administrative agencies of government; formulating and communicating the positions of the Association on policies and programs of the government; and directing day-to-day activities of the Association staff responsible for government affairs. The committee is responsible for making recommendations for appropriate distribution of funds to political campaigns which support the goals and objectives of the Association.
A record of all meetings of the Association or any committee shall be maintained. The record shall include the date and location of the meeting, the Directors or Committee Members attending, and a general description of the proceedings.
These Bylaws may be amended at any Regular or Special Meeting of the Board of Directors by the affirmative vote of at least two-thirds (2/3) of the Directors, provided notice of such action is included in the Meeting Notice. Any proposed amendment shall be submitted in writing to each Director at least thirty (30) days prior to the date of the meeting.
Any person made a party to any action, suit or proceeding by reason that he or she is or was a director, officer, committee member or employee of the Association, shall be indemnified by the Association for the reasonable and necessary expenses, including the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters to which it shall be adjudged in such action, suit or proceeding that the person is liable for negligence or misconduct in the performance of his or her duties. Such right of indemnification shall not be deemed exclusive of any other rights to which the person may be entitled apart from any statute of the State of Texas.
