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BYLAWS

revised 10/14/04 

 

ARTICLE I

 

Section 1         Name

 

                        The name of this unincorporated association shall be:  The Kentucky

                        Chapter, Association of Air Medical Services (AAMS).

 

ARTICLE II

PURPOSE

 

Section 2         Mission

 

                        Along with the stated purpose found in the AAMS Article of

                        Incorporation, the specific objectives of the Kentucky Chapter of

                        AAMS is to provide a forum to discuss issues, develop strategies

                        of operation, provide input to regulatory agencies, to promote

                        safe and proper use of air medical programs and support educational

                        opportunities.

 

ARTICLE III

DEFINITIONS

 

Section 3         Definitions

 

                        1.         Board of Directors:  The Board of Directors shall be comprised

                                    of two (2) representatives from each program.  The representatives

                                    shall be appointed and / or elected by the member program.

 

2.                  Voting Member:  The representatives shall be appointed and / or

elected at the beginning of each calendar year.  The term shall

be, but not limited to, one year.   

 

3.                  Office:  A position held by the elected officers, which are:

President, Vice President, Secretary and Treasurer.

 

4.                  Calendar Year:  From January 1st to December 31st.  Impacts appointment / or election of program representatives, board

member officer elections, dues, committees and committee

chairpersons.    

 

5.                  Provider Member:  A program actively participating in

providing emergency air medical / or Critical Care Ground

Transport services in Kentucky.  Member shall support and

participate in Kentucky AAMS activities, meets national

AAMS standards, is a national AAMS member and is current

in regards to payment of dues to Kentucky AAMS.

 

 

                        ARTICLE IV

                               Office

 

 

Section 4         Office

 

                        The registered office of the Membership shall be established and

                        maintained within the Commonwealth of Kentucky.  For registration,

                        mailing and information purposes, correspondence will be maintained

                        with the current secretary at his / her work address.

 

 

ARTICLE V

Membership

 

 

Section 5.1      Eligibility for Membership

 

                        The Membership shall consist of National AAMS members

                        currently licensed to operate within the Commonwealth of

                        Kentucky and upholds all sections of the National AAMS

                        Bylaws pertaining to Section 2 – 8 as follows:

 

Section 5.2      Classes

 

                        There shall be two (2) classes of Members:  Provider Member and

                        Associate Member.  Member classification may be approved upon receipt

of an application to the Board of Directors.   Membership classification may be altered pursuant to procedures contained within these bylaws.        

 

Section 5.2a    Provider Member

 

                        Provider Members must be a licensed Kentucky based hospital or

                        other health related entities having physician directed medical control

                        over a specifically defined air medical transport / or critical care

                        ground transport service through a lease, service arrangement, or by

                        ownership.  Provider members shall enjoy all rights and privileges of

                        the Membership, including, but not limited to, eligibility for

                        representatives to hold office, sit on committees, chair committees and

                        vote on business affecting the Membership.   Providers shall also

                        provide input into matters affecting the Membership.

 

Section 5.2b    Associate Member

 

                        Associate Members shall be out of state providers having an interest

                        in the Kentucky air medical services / or critical care ground

                        transport industry.  Associate Members have no right to vote or

                        hold office.  Member may participate in committees and educational

                        offerings. 

 

Section 5.3      Membership Applications

 

                        Individual or programs interested in membership shall submit an

application to the Board of Directors.  Applicant must meet the criteria as   set forth in Section 5.2 (a or b).  The Board shall review the

                        application and investigate the activities of the applicant.  The Board                              can recommend approval, rejection or other modification of said 

                        applicant.

 

Section 5.4      Appeals

 

                        Any applicant denied membership has the right to appeal the action of the

Board.  Said applicant must present their appeal, either in person or in writing, at a scheduled meeting.  The applicant will be given an opportunity to explain to the Board why they feel a change in the

                        action of the Board should be granted.  The Board shall then vote to

                        make a final determination.  

                         

Section 5.5      Certificates / Membership Cards

 

                        Every Provider Member shall be entitled to have a certificate

                        signed by Kentucky AAMS in the name of their service program.

No Provider Member shall be entitled to hold more than one (1) membership certificate.  Certificates shall not be transferable and are current for one (1) calendar year.  Associate Members shall be entitled to a membership card and are current for one (1) calendar year.  Certificates and cards are issued upon receipt of dues.

 

 

Section 5.6      Termination of Membership

 

                        The membership of a member shall be terminated upon the occurrence

                        of any of the following events:

 

 

a.                   The failure of the member to pay dues or

meet requirements of the membership.

 

b.                  The resignation of the Provider Member.

 

c.                   Their removal of their membership in the

National AAMS.

 

d.                  The determination by vote of the Board of

Directors that the member has failed in a

material degree to fulfill his / her obligations

as a member or has performed their membership obligations in a manner inconsistent with the

bylaws of Kentucky AAMS.

 

 

ARTICLE VI

Meetings

 

Section 6.1      Bi – Monthly Meetings

                         

                        Bi monthly meetings of the Board of Directors shall be held at such

                        time and place as the Board may determine.  Meeting location(s) will be

                        determined by the Board at the first yearly meeting.  The annual

meeting will take place during the month of September or during the  Kentucky EMS Conference and Expo. 

                         

 

 

 

 

Section 6.2      Notice of Meetings

 

Meeting location(s) and dates for the upcoming calendar year shall be determined at the first yearly meeting.  Delivery of the calendar year 

meeting locations shall be sent to the membership by either mail,

                        fax or e – mail.  Reminder notices of upcoming meetings shall be           

                        delivered by mail, fax or e – mail to each Provider Member not less than

                        ten (10) days in advance of the meeting.  Reminder notices shall

                        address the meeting date, location, time and any particular

                        discussion issues.

 

Section 6.3      Quorum

 

                        Except as otherwise required by law, or by these Bylaws, the

                        presence, in person, of the representative(s) from the majority

                        of the Board shall constitute a quorum for the transaction of

                        business.  It is the obligation of the members to attend each meeting to

                        obtain a quorum.

 

Section 6.4      Voting

 

                        Each Provider Member shall have one (1) vote.  At the beginning

of the calendar year, each program, by either appointment and /or election, shall designate two (2) representatives.  Either member may cast a

                        vote in a Board meeting.

                       

 

 

ARTICLE VII

Dues

 

Section 7.1      Dues

 

                        Membership dues shall be kept at a minimum.  The Board of

Directors shall recommend membership dues during the annual meeting.  The voting representatives shall vote on the dues structure during

                        the next scheduled meeting.

 

Section 7.1a    Annual Dues

 

                        Annual dues shall be:

                        Provider:  $500

                        Associate:  $250

                       

 

ARTICLE VIII

Representatives and Officers

 

 

Section 8.1      Board of Officers     

 

            The Board of Directors shall consist of two (2) representatives from

            each Provider Members.  Said representatives shall consist of a

            primary member and an alternate.  At the first meeting of the

            calendar year, the Board of Directors shall internally elect a

            President, Vice President, Secretary and Treasurer.  Each

            officer shall represent a different Provider Member.  Any

            representative of a Provider Member may be a candidate for and

            elected as an officer of the Board of Directors. The Board shall

            also be comprised of the immediate past President and the

            chairpersons of the standing committees.  One person may not

            hold any two of the said offices at any one time.

 

Section 8.2      Eligibility

 

                        The Board of Directors officers must be representatives of

                        Provider Members.

 

Section 8.3      Elections of Board Officers

 

                        A proposed slate of Board of Directors officers shall be developed

                        by the Nominating Committee in accordance with the charge of

                        that committee.  This proposed slate of officers for election shall

                        be distributed to the Board members at least 30 days prior to the

                        January meeting.  Other nominations may be made from the floor

                        by any Board member.  Following the closing of nominations,

                        a secret ballot shall be obtained from the present Board members.

                        The highest number of votes will determine winning candidates. 

                        In case of a tie, another secret vote will take place between the

                        candidates receiving the highest number of votes.  If a tie results

                        after two (2) ballots, the retiring Board of Directors shall determine

                        the winner.  Ballots shall be counted by at least two (2) members

                        of the Nominating Committee with results published in the minutes.

 

Section 8.4      Term of Office

 

                        Each board member shall be appointed for a one (1) calendar

                        year term or until a successor shall have been elected and

                        qualified.  An officer may not serve consecutive terms in the

                        same office unless he / she assumed a vacancy in said office.

                        In which case, he / she may serve the unexpected portion of

                        the term and one (1) full term.   

 

Section 8.5      Resignation

 

                        An officer may resign at any time.  Such resignation shall be made

                        in writing, and shall take effect at the time specified therein.  If no

                        time is specified, the time of receipt to the Board of Directors shall

                        be the effective date of resignation.  The acceptance of a resignation

                        shall not be necessary to make it effective.

 

Section 8.6      Vacancies

 

                        If the office of President becomes vacant, the Vice President shall

                        assume the office of the President.  If the office of Vice President

                        becomes vacant, the secretary shall assume said office.  If the office

                        of Secretary or Treasurer becomes vacant, the Board will appoint a

                        member to fill the vacancy.

                       

                       

Section 8.7      Powers and Duties of the President

 

                        The President shall be the Chief Executive Officer of the membership

                        and Chairman of the Board of Directors.  The President shall have the

                        general powers and duties of supervision and management usually

                        vested in the office of President of a membership.  He / she shall

                        preside at all meetings of the members and of the Board of Directors

                        and have general supervision, direction and control of all affairs of

the membership.  On behalf of the Membership, the Board of Directors shall execute any contracts.  The president of Kentucky AAMS will

                        appoint the chairperson of temporary committees versus standing

committees.  Appointees are pending upon approval of the entire Board of Directors.

 

Section 8.8      Powers and Duties of the Vice President

 

                        The Vice President shall assume all duties and authorities of the

                        President in the President’s absence and shall have such powers and

                        duties as prescribed by the Board of Directors.  The Vice President

                        shall assume the office of President following the expiration of the

                        President’s term or in the event of the President’s death, resignation

                        or removal. 

 

Section 8.9      Secretary

 

                        The secretary shall keep accurate and complete minutes of all

                        meetings of the Board of Directors and of other called meetings

                        involving the membership.  He / she shall determine the presence of a

                        quorum and will record votes cast. The secretary shall report

their activity at each meeting and post the minutes on the

Kentucky AAMS website within 15 days after each meeting.  He / she shall be responsible for sending out any communications, will maintain

                        all correspondence, and shall keep an accurate membership list.

 

Section 8.10    Treasurer

 

In books belonging to the Membership, the Treasurer shall have the custody of the membership funds and securities. He/She shall keep a full and accurate account of receipts and disbursements.  The Treasurer

                        shall be responsible for the deposit and disbursement of all monies

                        and other valuables in the name and to the credit of the membership

                        in appropriate depositories.  As rendered by the Board of Directors, give

                        an accounting of all transactions and of the financial condition of the

                        membership.  The Treasurer shall report the financial activity of

                        the Board and the membership at each meeting and give a copy of

                        their report to the Secretary, which shall be included in the posting of the

minutes. The Treasurer shall be bonded with the cost of this license incurred by Kentucky AAMS.

                       

                                     

 

 Section 8.10a    Wings Project

 

The Kentucky Memorial Wings project was begun in 19__ as a way for flight crews across the nation to show respect and honor of comrades that

                        have died in the line of duty.  The Memorial Wings shall sell for the price

as set forth by ____________.  This price is to cover the cost of manufacturing the Wings.  For each Wing sold, KY AAMS makes a donation to the Air, Surface and Transportation Nurses Association

                        (ASTNA) bereavement fund.

                       

The Board of Directors shall appoint a member to help maintain the Memorial Wings project.  Memorial Wings / ASTNA money will be given to the Treasurer for deposit in the KY AAMS account.  The treasurer will issue ASTNA bereavement fund donations.  Any Memorial Wings

project activity shall be reported at the next scheduled Board meeting.            

                                                 

                            

Section 8.12    Immediate Past President

 

                        The Immediate Past President shall act as an advisor to the President to

effect an orderly transition of authority.  He / she shall only serve on the Board during the next year.  He / she shall be a mentor to the President and will have no right to vote.  If there is a tie in the election of an officer,

the Immediate Past President shall cast the deciding vote.

                       

Section 8.13    Other Officers and Agents

 

                        The Board of Directors may appoint other officers and

                        agents as it may seem advisable.  Officers and Agents shall

                        hold their offices for such terms and shall exercise such powers

                        and perform such duties as determined from time to time by

                        the Board.  Officers and Agents shall not be members of the

                        Board.

 

ARTICLE IX

Committees

 

Section 9.1      Standing Committees

 

                        The standing committees of Kentucky AAMS will be:  Governmental

                        Affairs; Education; Safety and Communications. Each standing committee

                        shall report its activity at each Board or membership meeting.

 

Section 9.2      Temporary Committees

 

                        From time to time, the Board of Directors may designate temporary                               committees.  Temporary Committees shall be dissolved when

                        their charge has been completed.  Said Committees may include,

                        but are not limited to, Standards, Research and Audit.

 

Section 9.3      Committee Chairpersons

 

                        The President will appoint a chairperson of each committee who

                        will in turn select committee members.  The chairperson has the

                        right to vote on internal committee matters.  He / she shall present any

                        committee recommendations to the Board.  The chairperson is responsible

for maintaining committee minutes / records and reporting any

committee activity during Board and membership meetings.  

                          

Section 9.4      Committee Eligibility

 

Committee members shall, whenever possible, be representatives from all the Provider Members.  More than one (1) representative from a

program may serve on the same committee. However, each Provider

irregardless of the number of representatives from their program that

sit on the committee, will have only one (1) vote.  This includes the chairperson.

 

Section 9.5      Appointments

 

                        The President shall appoint standing committee chairpersons pending

                        approval by the Board of Directors. 

 

Section 9.6      Term

 

                        Standing committee chairpersons may serve a one (1) year term to

                        run concurrently with the terms of the Board Officers.  Committee

                        chairpersons may serve no more than two (2) successive terms,

                        except with Board approval.

 

Section 9.7      Removal

 

Other than a member of the Board of Directors, the President may remove a committee member or committee chairperson at any time, for any reason.        Any removals must meet approval by the Board of Directors.  The President shall appoint new committee chairpersons.  The committee chair shall appoint committee members.

                         

Section 9.8      Committee Resignations

 

                        Any committee member wishing to resign from their position, shall

                        submit a letter of resignation to the chairperson of said committee. 

                        Chairperson resignations shall be addressed to the Board of Directors.

 

 

ARTICLE X

Finances


Section 10.1    Fiscal Year

 

January 1st to December 31st shall be the calendar year for the Membership.

 

Section 10.2    Instruments

 

                        All checks, drafts or other orders for the payment of money, notes

                        or other evidence or indebtedness issued in the name of the

                        Membership shall be signed by the officer or officers, agent or

                        agents of the Membership, and in such a manner, shall be

                        determined from time to time by resolution of the Board of

                        Directors.  Any purchases, donations or other transactions

                        that totals $250.00 or more must gain Board approval prior

                        to said transaction.    

 

Section 10.3    Budget

 

                        The Board of Directors shall establish a budget for each

                        calendar year and shall operate it under accepted accounting

                        principles.

 

Section 10.4    Miscellaneous

 

                        All travel costs associated with meetings, incurred by members,

                        will not be the responsibility of KY AAMS.  Any cost responsibility

                        associated with the provision of space for Kentucky AAMS

                        meetings will be defined in the budget approved by the Board

                        of Directors.

 

 

 

                                                         

 

 

ARTICLE XI

Amendments

 

 

Section 11       Amendments

 

                        Whenever any notice is required concerning these Bylaws, a

                        notice shall be sent by mail, e-mail, fax or the Kentucky

                        AAMS website to all Provider Members and Membership

                        not less than 30 days in advance of said amendment.  Said

                        notice shall be recorded by the Secretary and deemed to have

                        been given on the day of such mailing.  Provider Members

                        shall post said notice in all workplaces for membership

                        viewing.  A copy of these Bylaws and any amendments may

                        be obtained from the Kentucky AAMS website.  A copy may also

                        be obtained by contacting the Secretary.   

 

 

ARTICLE XII

Civilian Oversight

 

Section 12       Civilian Oversight for Board of Directors

 

                        It will at the discretion of the Board of Directors to appointment an

                        individual to oversee the activities of KY AAMS.  This individual

                        shall not be related to any member of the current Board of Directors.

                        Said individual shall have no voting privileges or hold any office within

                        KY AAMS.  Individuals such as a judge, police officer, attorney or a

                        chief executive officer would be an appropriate appointment.      

 

Articles of Incorporation


 

 

 

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