Highland Ambulance EMS Inc.

Highland Ambulance EMS, Inc.,
d/b/a Highland Ambulance

 

(A Massachusetts Non-Profit Corporation)
By-Laws
Section 1: Name, Purpose, Location, Corporate Seal and Fiscal Year

 

1.1 NAME. The name of the corporation shall be the Highland Ambulance EMS, Inc., d/b/a Highland Ambulance.

 

 

1.2 PURPOSE. The purposes for which the corporation is formed are as follows:

 

A. To provide emergency medical, rescue, search and related services for the benefit of all individuals in the Towns of Ashfield, Chesterfield, Highland, Goshen, Plainfield and Williamsburg Massachusetts (Hereinafter the "service communities"), in neighboring communities, and on the highways thereto, provided that each service community annually appropriates its proportional share of fees to operate and preserve the same. Primary emergency medical, rescue, search and related services shall cease to any service community, which fails to appropriate and contribute their annual allotment of fees to sustain the services contemplated on the expiration date of their then current contract.

 

B. To acquire by all legal means the necessary equipment and supplies for emergency medical/rescue use, such as, generally, ambulances, stretchers, defibrillators, oxygen, backboards, cervical collars, "Jaws of Life", and similar equipment necessary to satisfy or exceed all applicable Commonwealth of Massachusetts Department of Public Health requirements governing emergency ambulance/rescue services.

 

C. To promote the furtherance of safety precautions and establish emergency regulations and procedures, in conjunction with the appropriate public safety officials affected, for the benefit of the public in times of accident, medical emergency, illness, search or natural disaster within the service area stated hereinabove.

 

D. To employ and train individuals to become competent in at least the minimum standards as set forth by the Commonwealth of Massachusetts, Department of Public Health, Office of Emergency Medical Services, through First Responder courses, Emergency Medical Technician courses, Emergency Medical Technician-Intermediate courses and Emergency Medical Technician Para-Medic courses, lectures, continuing training and seminars by professional persons qualified to teach the same.

E. To raise, appropriate, manage, receive, budget, invest and disburse funds for any or all of these purposes, including, but not limited to the authority to purchase, sell, lease and mortgage property interests, whether real or personal, tangible or intangible.

 

F. To reduce, to the extent possible, the financial burden placed upon each service community, by invoicing insurance companies and patients immediately after date of service and aggressively pursuing all claims for payment, engaging in determined, active and sustained fund-raising efforts including, but not limited to, the application for grants as they may exist from time to time.

 

G. To engage in all other lawful activities defined by the corporation's Articles of Organization; and to pursue any other related activities as deemed appropriate by the Board of Directors for the furtherance of these purposes.

 

 

1.3 NON-DISCRIMINATION STATEMENT. The Highland Ambulance EMS, Inc. is an equal opportunity organization and shall not discriminate on the basis of age, gender, color, national origin, religion, or sexual orientation, except as required to fulfill the applicable mandates, rules and regulations of the Laws of the Commonwealth of Massachusetts, the Department of Public Health or the Office of Emergency Medical Services.

 

 

1.4 LOCATION. The principal office of the corporation in the Commonwealth of Massachusetts is 56 Main Street, Goshen, Hampshire County, Massachusetts. The Board of Directors expressly reserve the right to change the location of the principal office in the Commonwealth of Massachusetts and shall provide notice of same upon filing a certificate with the Secretary of the Commonwealth.

 

 

1.5 CORPORATE SEAL. The Directors may adopt a seal of the corporation and alter the same in their sole discretion.

 

 

1.6 FISCAL YEAR. The fiscal year of the corporation shall, unless otherwise decided by the Directors, end on June 30th of each year.

Section 2: Board of Directors

 

 

2.1 NUMBER AND ELECTION. The number of directors shall be a minimum of the number of service communities that have appropriated and paid their annual proportionate fee to fund the Corporate Purpose. Each of these communities shall be represented by one (1) representative of that service community.  Community representatives will be subject to the recommendation and counsel of the town’s selectboard.  However, final appointing authority will be vested in the directors then holding office.

 

The sitting directors may appoint a maximum of three (3) at large directors.  The initial at large directors shall be the current ambulance directors from the towns of Ashfield, Highland, and Goshen.

 

            At the annual meeting, the number may be increased or decreased and the new directors, consistent with the conditions contained herein, shall be elected to complete the number so fixed.  At no time shall any action be taken by the directors, which would eliminate representation from a service community.

 

2.2 TENURE. Each director shall hold office for a fixed term of three years as set at the time of his/her election. The original board of directors shall be elected to three-year terms after which the Board of Directors shall fix terms so that approximately the same number of terms expires at the conclusion of the regular annual meeting.

 

 

2.3 POWERS. The affairs of the corporation shall be managed by the directors who shall have, and may exercise, all the powers of the corporation. The Board of Directors is responsible for the fiscal stability of the organization_ The powers of the Board of Directors shall include, but not be limited to, the election of officers, establishing policy, designating authority, including an Ambulance Manager, attending meetings, hiring and firing of employees, appointment of a physician as Medical Consultant, approval or rejection of recommendations pertaining to programs, projects, budgets, and fund raising activities.

 

 

2.4 COMMITTEES. The directors may elect or appoint one or more committees and may delegate to any such committee or committees any or all of their powers. The directors shall define the duties of any committee so appointed. The chair of any committee shall always be a director. All committees are accountable to the Board of Directors. Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as provided in these bylaws for the directors. The members of any committee shall remain in office at the pleasure of the directors.

 

 

2.5 SUSPENSION OR REMOVAL. A director may be suspended or removed with cause by a vote of a majority of the directors then in office. A director may be removed without cause only after reasonable notice and opportunity to be heard. Unexcused absence from three consecutive meetings of the board shall be but one basis which constitutes "cause".

 

 

2.6 RESIGNATION. A director may resign by delivering his/her written resignation to the president or clerk of the corporation, to a meeting of directors or to the corporation at its principal office. Such resignation shall be effective immediately, unless specified to be effective at some other time, and acceptance therefore shall not be necessary to make it effective unless it so states.

 

 

2.7 VACANCIES. If a director dies, resigns, is removed or becomes disqualified, his/her successor will be appointed in accordance with the appointing authority designated in Paragraph 2.1 supra to serve until the completion of the unexpired term.  The directors shall have, and may exercise, all their powers notwithstanding the existence of one or more vacancies in their number.

 

 

2.8 REGULAR MEETINGS. Regular meetings of the directors shall be at least quarterly and may be held at such places and at such times as the directors may determine. All regular meetings are open to all members of the towns to be served.

 

2.9 SPECIAL MEETINGS. Special meetings of the directors may be held at any time and at any place when called by the president or by three or more directors.

 

2.10 ANNUAL MEETING. The annual meeting of the Board of Directors shall be held at 1700 hours (5 pm) on the third Monday of October of each year or, if that date is a legal holiday, then at the same hour on the next succeeding day not a legal holiday. The annual meeting may be held at the principal office of the corporation or at such other place as the president or directors shall determine. Notice of any change of the date fixed in these by-laws for the annual meeting shall be given in writing to all members at least ten days before the new date fixed for such meeting.

 

At the annual meeting, the annual budget shall be adopted, new members elected to the Board of Directors, and other appropriate business shall be transacted.

 

 

2.11 CALL AND NOTICE.

 

a. REGULAR MEETINGS. No call or notice shall be required for regular meetings of directors, provided that reasonable notice of the first regular meeting following the determination by the directors of the times and places for regular meetings shall be given to absent directors. Notice specifying the purpose of a meeting shall be given to each director if either contracts or, transactions of the corporation with interested persons or amendments to these by-laws are to be considered at the meeting and shall be given as otherwise required by law, or the articles of organization or these by-laws.

 

b. SPECIAL MEETINGS. Reasonable notice of the time and place of special meetings of the directors shall be given to each director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the articles of organization or these bylaws or unless there is to be considered at the meeting contracts or transactions of the corporation with interested persons, amendments to these bylaws, an increase or decrease in the number of directors, or removal or suspension of a director.

c. REASONABLE AND SUFFICIENT NOTICE. Except as otherwise expressly provided, it shall be reasonably sufficient notice to a director to send notice by email or telephone at least forty-eight hours before the meeting addressed to the director at their usual or last known business or residence address or to give notice to the director in person or by phone at least twenty-four hours before the meeting.

 

d. WAIVER OF NOTICE. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by that director (or his/her attorney thereunto authorized) before or after the meeting, is filled with the records of the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.

 

 

2.12 QUORUM. At any meetings of the directors, a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

 

 

2.13 ACTION BY VOTE. When a quorum is present at any meeting, a majority of directors present and voting shall decide any question, excluding election of officers or these bylaws which must be voted on by two-thirds of the sitting board of directors.

 

 

2.14 PROXIES. Directors may vote either in person or by written proxy dated not more than three months before the meeting named therein, which proxies shall be filed before voted with the clerk or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.

 

 

2.15 ACTION BY WRITING/PERSONAL CONTACT. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action either through personal contact poll or in writing. The written and or the written verification of the verbal consents are to be filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote of a meeting.

 

2.16 COMPENSATION. Directors shall be precluded from receiving compensation for their services as a member of the Board of Directors, but shall be entitled to receive such amount, if any, as the directors may from time to time determine, for other, legitimate services provided to the corporation, including out of pocket expenses.

Section 3: Officers and Agents

 

3.1 NUMBER AND QUALIFICATION. The officers of the corporation shall be the president, vice president, clerk, treasurer and assistant treasurer of the corporation, and such other officers as the directors may determine. The corporation may also have such agents, if any, as the directors may appoint. The clerk shall be a resident of Massachusetts unless the corporation has a resident agent duly appointed for the purpose of service process. A person may hold more than one office at the same time. If required by the directors, any officer shall give the corporation a bond for the faithful performance of his duties in such amount and with such surety or sureties as shall be satisfactory to the directors.

 

 

3.2 ELECTION. The directors at their first meeting following the annual meeting shall elect the president, vice president, clerk, treasurer, and assistant treasurer annually. The directors may, at any time, elected other officers, if any.

 

 

3.3 TENURE. The president, vice president, clerk, treasurer, and assistant treasurer shall hold office until the first meeting of the directors following the next annual meeting of members and until their successors are chosen.

 

 

3.4 PRESIDENT. The president shall be the chief executive officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. The president shall preside at all meetings of the directors, except as the directors otherwise determine, and shall serve as an ex-officio member of all committees established by the Board of Directors.

 

 

3.5 VICE PRESIDENT. The vice president shall have such duties and powers as the directors shall determine. The vice president shall have and may exercise all the powers and duties of the president during the absence of the president or in the event of his/her inability to act at the request of the board.  The vice president shall assume the duties of the treasurer at the request of the majority of the Board of Directors.

 

 

3.6 CLERK. The clerk shall record and maintain records of all proceedings of the directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the corporation, or at the office of its clerk, or of its resident agent and shall be opened at all reasonable times to the inspection of any member or person as required by law. Such book or books shall also contain records of all meetings of the incorporators and the original, or attested copies, of the articles of organization and bylaws and names of all directors and the address of each. The clerk shall also be responsible for maintaining an inventory of the corporation's property, shall keep membership rolls and attendance records of the directors, and be responsible for all corporation correspondence. If the clerk is absent from any meeting of directors, a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting. The clerk shall provide all directors with notification, an agenda and minutes of the previous meeting 3 days prior to meetings of the board.

 

 

3.7 TREASURER. The treasurer shall be the chief financial officer and chief accounting officer of the corporation. He/she shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. He/she shall have such powers and duties as designated by the Board of Directors. He/she shall be in charge of its books of account, accounting records, accounting procedures and shall make these available for audit at anytime during the year to a committee designated by the directors. He/she shall present at the annual meeting an annual financial statement and financial reports as requested at board meetings.

 

3.8 ASSISTANT TREASURER. The assistant treasurer shall have such duties and powers, as the directors shall determine. The assistant treasurer shall have and may exercise all the powers and duties of the treasurer during the absence of the treasurer or in the event of his/her inability to act at the request of the board. 

 

 

3.9 SUSPENSION OR REMOVAL. An officer may be suspended or removed with, or without cause by a vote of the majority of directors then in office at a special meeting called for that purpose or at any regular meeting. An officer may be removed with cause only after reasonable notice and opportunity to be heard.

 

 

3.10 RESIGNATION. An officer may resign by delivering his/her written resignation to the president or clerk of the corporation, to a meeting of directors, or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it states.

 

 

3.11 VACANCIES. If the office of any officer becomes vacant, the directors may elect a successor. Such successor shall hold office for the unexpired term.

 

 

3.12 EXECUTIVE COMMITTEE. The executive committee shall consist of the president, vice president, clerk, treasurer, and assistant treasurer. It shall, with prior approval from the board, conduct such matters that require attention between regular meetings of the board. Furthermore, it shall be the duty of the executive committee to compose the agenda of and make recommendations to the Board of Directors.

 

Section 4: Execution of Papers

 

Except as the directors may generally or, in particular cases, authorize, the execution thereof in some other matter, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the treasurer and the president. Any recordable instrument purporting to affect an interest in real estate, executed in the name of the corporation by the treasurer and the president shall be binding upon the corporation in favor of a purchaser or other person relying in good faith on such instrument, notwithstanding any inconsistent provisions of the articles of organization, bylaws, resolutions or votes of the corporation.

 

Section 5: Benefactors and Friends

 

The directors may designate certain persons or group of persons as sponsors, benefactors, contributors, advisors or friends of the corporation or such title as they deem appropriate. Such persons shall serve in an honorary capacity, and, except as the directors shall otherwise designate, shall in such capacity have no right to notice or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no rights or responsibilities.

 

 

Section 6: Liability

 

The directors and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. All persons, corporations or other entities extending credit to, contracting with, or having claims against, the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of members of the corporation or otherwise. The members of the Board of Directors specifically are afforded the rights and privileges conferred by Massachusetts General Laws c. 156B, -67.

 

 

Section 7: Amendments

 

These bylaws may be altered, amended or repealed in whole or in part by a two-thirds (2/3) vote of the Board of Directors, called for that purpose by the directors, with fifteen days written notice to all members.

 

 

Section 8: Procedure

 

Robert's Rules of Order shall govern the meetings of the Board of Directors in all matters not provided for in these bylaws.

 

 

Section 9: Non Profit Operation and Dissolution

 

No part of net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Two of the Articles of Organization. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 (c) (3) of the United States Internal Revenue law) or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue law).

 

 

Upon the dissolution of the corporation the Board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all assets of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Probate Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organizations or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

These By-Laws, after due deliberation and consideration, are hereby accepted and adopted by the Board of Directors of Highland Ambulance EMS, Inc. on this twenty-first  day of July, 2003.