ARTICLE I

MISSION STATEMENT

The mission of the Maine Ambulance Association, a non-profit corporation created pursuant to 13-B M.R.S.A. § 101 et seq., shall be to preserve the integrity and enhance the quality of the Maine Emergency Medical Services system; to ensure continued access to 9-1-1 systems for all citizens; to provide a unified voice to represent and support the broad interests and common positions of all EMS providers of the State of Maine.

 ARTICLE II

CORPORATE SEAL

 The seal shall be circular in form with the following: “MAINE AMBULANCE ASSOCIATION -WORKING TOGETHER FOR MAINE” around the periphery and the phrase “Incorporated 1983” centered within.

 ARTICLE III

MEMBERSHIP

 Section 1   Membership shall be available to any organization operating one or more licensed EMS services in the State of Maine that supports the mission and objectives of the Maine Ambulance Association. A prospective member’s application shall be reviewed by the Board of Directors and accepted if the prospective member meets the eligibility criteria indicated above. Acceptance of a prospective members’ application shall be conditioned on that member paying its annual dues. Failure of any member to pay the annual dues by July 31 of any year or within 30 days of applying for membership shall result in the cancellation of that member’s membership or nullification of the prospective member’s application.

Section 2   Each member shall have one vote, except that an organization that has a call volume in excess of 5000 “runs” per year as measured by the Maine EMS report, “Total Runs by Service,” shall have (an) additional vote(s) as follows: 5001 to 10,000 “runs”, one additional vote, 10,001 or more “runs”, two additional votes, but in no event shall have more than three votes. Each member organization shall authorize a representative(s) of that member to cast its vote(s), which representative(s) must be present to cast the vote(s) and each person can cast one vote only. If the person attending from that organization is not the designated person, the organization shall send a brief note that this alternate is the representative sent by that organization. Such designated representative need not be the same for each membership meeting.

Section 3   Affiliate membership shall be available to any health-care related organization, individual, Maine licensed non-transporting service, or licensed ambulance service operating outside of the State of Maine that supports the mission and objectives of the Maine Ambulance Association. Affiliate members are non-voting and shall not hold a position on the Board of Directors. A prospective affiliate member’s application shall be reviewed by the Board of Directors and accepted if the prospective affiliate member meets the eligibility criteria indicated above. Acceptance of a prospective affiliate member’s application shall be conditioned on that member paying its annual dues. Failure of any affiliate member to pay the annual dues by July 31 of any year or within 30 days of applying for membership shall result in the cancellation of that affiliate member’s membership or nullification of the prospective member’s application.

 ARTICLE IV

MEMBERSHIP DUES

 The annual membership dues shall be due and payable at the beginning of each fiscal year. The fiscal year will begin on July 1 and end on June 30. Membership fees will be determined during the annual membership meeting and assessed according to a call volume formula established by the Board of Directors and approved by the membership. Call volume values will be determined by the Maine EMS report, “Total Runs by Service,” for the most recently available complete calendar year.

 ARTICLE V

OFFICERS

 Section 1   The membership shall elect from its number the following officers: 1) President; 2) Vice-President; 3) Secretary; and 4) Treasurer. Said officers shall be elected by the membership at the Annual Meeting held during the election year or at any other membership meeting should a vacancy occur. Only those persons who are authorized representatives of a member organization shall be eligible to serve as an officer. Officers shall serve a two-year term unless they resign or are removed from office by a simple majority vote of the membership. Officers serve at the pleasure of the membership.

Section 2   The President shall preside at all meetings of the Board and Membership.

Section 3   The Vice-President shall, in the absence or disability of the President, preside at all meetings of the Board and Membership.

Section 4   The Secretary shall attend all meetings of the Board and Membership and maintain a true record of the proceedings. The Secretary shall assist in giving notice of all meetings of either the Board or Membership when such notice is required.

Section 5   The Treasurer shall perform such duties as the Board or Membership shall direct. The Treasurer and President shall also have charge of the Association’s financial affairs. The Treasurer and President shall deposit all Association money and valuables in the name of and to the credit of the Association in such depositories as shall be designated by the Board of Directors. The Treasurer and President shall also disperse funds of the Association as needed in the normal course of business or as directed by the Board. The Treasurer shall maintain or cause to be maintained a current accounting of the Association’s finances and shall provide a report on such finances to the Board and Membership as deemed appropriate.

 ARTICLE VI

BOARD OF DIRECTORS

 Section 1   The Board of Directors shall be comprised of the elected officers and three additional Directors elected by the membership at the annual meeting. One of the three additional Directors shall be an authorized representative of a municipal member organization; one shall be an authorized representative of a private member organization; and one shall be an authorized representative of a volunteer/non-profit member organization.

Section 2   The additional Directors shall serve a one-year term. If a Director shall be unable or ineligible to complete the term, the membership shall elect an eligible representative of a member organization to complete the term. A Director may be removed from the Board by a simple majority vote of the membership.

Section 3   The Board of Directors shall manage the activities of the Association between normal membership meetings and shall hold Board meetings as deemed necessary. The Board shall represent the interest of all members of the Association. No vote of the Board may be taken unless a quorum is present. Four Directors shall constitute a quorum.

Section 4   Meetings of the Board may be held and shall be called whenever the President or any two Board members request a meeting. Upon such request, the meeting shall be scheduled by the President within thirty days and in no event shall Board members receive less than ten days notice.

Section 5   Directors shall not receive compensation for their work as Directors.

 ARTICLE VII

MEMBERSHIP MEETINGS

 Section 1   Regular membership meetings shall be held at least on a quarterly basis to educate and update the membership on the Association’s activities. Special meetings of the membership shall be called whenever the President shall so order, or upon written request of five or more members. Upon such request, the Board of Directors must schedule a membership meeting within thirty days and in no event shall provide less than ten days notice of the time, date, and location of such meeting.

 Section 2   A quorum will consist of those members present at any membership meeting provided that a majority of the elected Directors are present.

 ARTICLE VIII

ANNUAL MEETING

 The annual meeting shall be held in November each year, at which time the President and Treasurer and any other appropriate individual shall provide the Association’s year end reports.

 ARTICLE IX

STANDING COMMITTEES

 Section 1   The Standing Committees of the membership shall be the Legislative Committee, Education Committee, Membership Committee, By-Laws Committee and the Nominating Committee. The Chairs of each Committee, other than the Nominating Committee, shall be selected by the President. The Chair and members of the Nominating Committee shall be selected by the Board of Directors and confirmed by a majority vote of the members. All meetings of each committee shall be held on the call of the Chair. Except as otherwise provided in these by-laws, or by law or regulation, committees are responsible for making recommendations to the Board of Directors and the membership and do not have the authority to make final policy decisions. All committees should attempt to have representation from public, private, and volunteer member organizations.

Section 2   The Legislative Committee shall have charge of relations with the legislature and pertinent government agencies.

Section 3   The Education Committee shall have charge of planning and implementing the educational programs of the Association.

Section 4   The Membership Committee shall have charge of all membership and recruiting issues.

Section 5   The By-Laws Committee shall be responsible for recommending By-Laws changes to the Board of Directors, and with their concurrence, to the membership for approval.

 Section 6   The Nominating Committee shall make nominations to fill all vacancies on the Board and shall also nominate representatives of members to hold the offices of President, Vice-President, Secretary, and Treasurer. Nominations shall be presented to the membership by one of two ways:

  1. Presentation by the Nominations Committee at the Annual Meeting held in the election year.
  2. Nominations from the floor at the Annual Meeting.

The membership shall vote on such nominations at the Annual Meeting.

Section 7   The Board of Directors may appoint ad hoc committees as deemed necessary.

 ARTICLE X

INFORMAL ACTION BY THE BOARD OF DIRECTORS

 Any action by the Board of Directors may be taken without meeting if a written consent is signed by the majority of the Directors following written notice to all Directors of the proposed action. Any such written consent shall be maintained with the records of the Board’s meeting.

 ARTICLE XI

RULES OF ORDER

 All meetings of the Association shall be conducted in accordance with an open forum concept governed by the President to the extent consistent with the laws of the State of Maine and with the Association’s Article of Incorporation and by-laws.

 ARTICLE XII

INDEMNIFICATION

 The Officers and Board of Directors shall be entitled to full indemnification for their action on behalf of the Association to the maximum extent authorized by law.

 ARTICLE XIII

 As the Maine Ambulance Association maintains non-profit status per Maine Law on Non-Profit Corporations, Title 13-B, Section 1301, Subsection 1, Paragraph C mandates an established number of individuals who will serve on the Board of Directors. Per this law, members of the Board of Directors must provide a complete address for each Board member including a street, rural route, or road name. Post Office boxes are not acceptable. This documentation must be submitted and updated with any personnel changes within the Board of Directors.