Current
By-Laws
Proposed Draft Changes of By-Laws (please
review and be prepared to discuss at the next meeting)
CONSTITUTION AND BY-LAWS OF THE
VIRGINIA
ASSOCIATION OF GOVERNMENTAL
EMERGENCY MEDICAL SERVICES ADMINISTRATORS
ARTICLE I - NAME
The
name of the organization shall be the Virginia
Association of Governmental Emergency Medical Services
Administrators, herein referred to as the Association or
VAGEMSA.
ARTICLE
II - PURPOSE
The purpose of the Association shall be to promote the
continued development and enhancement of the delivery
and management of Emergency Medical Services (EMS) and
to represent the concerns and interests of those
actively engaged in the delivery, coordination, and
direction of EMS in the Commonwealth of Virginia.
ARTICLE
III - MEMBERSHIP
ACTIVE MEMBERS: The membership shall be composed of
any salaried city, town, or county full-time or
part-time government employee serving as an
administrator, director, coordinator, or in a similar
management position for an emergency medical services
program or agency within the Commonwealth of Virginia.
Each emergency medical services program or agency
represented will identify their representatives by the
following categories:
BOARD OF DIRECTORS – The Board of
Directors of the Association shall have voting authority
and consist of one appointed representative and one
alternate from each of the organizations represented.
ADDITIONAL AGENCY MEMBERS – Additional
agency members may be appointed by the organization
represented. Additional agency members do not have
voting privileges, unless acting in the absence of their
primary and alternate agency member.
All active members who became members prior to
November 5, 1990, shall be considered CHARTER
MEMBERS OF VAGEMSA.
LIFE
MEMBERS: The Association may bestow LIFE
MEMBERSHIP upon any qualified member who has met at
least one of the following requirements:
A.
Must have been a member in good standing for ten
(10) consecutive years.
B.
Must be retired from active employment and have
been a member in good standing for at least five (5)
years immediately preceding their retirement.
C.
Must have served as a past elected officer of
VAGEMSA.
D.
Must have significantly contributed to the
leadership, goals and/or activities of the Association
during their membership.
A Life
Member must be recommended to the Board of Directors at
least thirty (30) days prior to a scheduled meeting and
approved by at least 2/3 of the quorum of members. A
Life Member shall have all the rights and privileges of
an active member without payment of dues.
ASSOCIATE
MEMBERS: The Association may bestow an ASSOCIATE
MEMBERSHIP upon an organization or an individual
serving in a coordination or management position of an
EMS organization, but who does not otherwise qualify for
an active member status. Associate Members shall be
subject to payment of dues but will not have voting
privileges and may be removed at any time at the
discretion of the Board of Directors.
Associate
Members must be recommended to the Board of Directors at
least thirty (30) days prior to a scheduled meeting and
approved by at least 2/3 of the quorum of members.
ARTICLE
IV - BOARD OF DIRECTORS
The Board of Directors of the
Association shall consist of the appointed
representative or alternate from each of the agencies
represented. Each organization represented shall be
entitled to one vote which shall be cast by the primary
representative or the alternate in the absence of the
primary representative. In the absence of the primary
and the alternate representative, an additional agency
member will be allowed to cast a vote for their
organization.
ARTICLE V -
MEETINGS
The
annual meeting of the Association shall take place
during the same time and at the same place as the annual
State EMS Symposium.
Meetings shall be held at least once each calendar
quarter. Special meetings may be called by the
President or by special request to the President by at
least three (3) members of the Board of Directors of the
Association.
A
majority of the active members present will constitute a
quorum to legally transact business which may require a
body vote.
ARTICLE
VI - DUES
Annual
dues which shall be recommended by the Executive
Committee and approved by two-thirds (2/3) of the quorum
of members shall be required of all agencies or
organizations of the Association. These dues shall be
made payable upon membership (prorated each quarter),
and by July 1 of each succeeding year. Upon request of
the affected member agency, special provisions may be
made, pending the approval of the Executive Committee,
to continue the member agency in good standing without
payment of dues. This provision may be applied to those
active member agencies that may be unable to pay dues
due to budget cuts, etc. A member agency can only
request this provision of "dues extension" for a period
not to exceed one year from the date of original
request. Upon completion of the one-year extension
period, the member agency must then pay the dues for the
next year's period. The Executive Committee reserves
the right to request supporting documentation from the
requesting member agency indicating the areas of fiscal
cutbacks that prohibit the payment of dues.
ARTICLE
VII - OFFICERS AND DUTIES
Section A. General Provisions
To
be eligible to be an officer, a candidate must be a
member in good standing of the Association. The
Officers of the Association shall consist of a
President, First Vice President, Second Vice President,
Secretary, Treasurer, and the Immediate Past President.
In the absence of an Immediate Past President, a
Director-at-Large shall be elected from the Board of
Directors. His/her duties shall be the same as the
Immediate Past President.
Section
B. Duties
President
The President shall provide the direction and
leadership for the Association. He/she shall act as
Chair of all meetings; appoint all chair’s of all
committees; serve as the official representative and
spokesperson of all committees; serve as the official
representative and spokesperson of the Association; and
discharge other duties assigned to the office of the
President by the Board of Directors of the Association.
First Vice-President
The First Vice-President shall preside over meetings in
the absence of the President; serve as liaison between
the Executive and Administrative Committee serve as
liaison to outside agencies at the direction of the
President; and perform other duties assigned to the
Office of the President, or as otherwise prescribed
herein.
Second Vice-President
The Second Vice-President shall
preside over meetings in the absence of the President
and First Vice President; serve as liaison between the
Executive, and the Information Management Committees;
serve as the liaison for all new membership contacts,
coordinate the efforts to recruit and retain members
within the Association; and perform other duties
assigned to the office by the President, or as otherwise
prescribed herein.
Secretary
The
Secretary shall record and oversee the archiving of all
Association written records of meetings, formal
correspondences; maintain a current membership roster;
and perform other duties assigned to the office by the
President, or as otherwise prescribed herein.
Treasurer
The Secretary/Treasurer shall maintain and oversee all
records of the Association meetings, as well as a list
of current members. The Treasurer shall be responsible
to; receive and account for and be responsible for all
funds of the Association, making such disbursements for
expenses as may be incurred by the Association, issue
Association invoices; and perform other duties assigned
to the office by the President, or as otherwise
prescribed herein.
ARTICLE VIII - COMMITTEES
Section A. General Provisions
The
Standing Committees of the Association shall consist of
an Executive Committee; an Administrative Review
Committee; and a Legislative Committee.
Section
B. Committee Eligibility
To
be eligible to be a member of any committee, a candidate
must be a member in good standing of the Association.
Section
C. Terms of Committee
The
chair of all standing committees shall be appointed by
the President as soon as practical after the annual
Association election of officers, but not later than the
15th of January of each year.
Section D. Standing Committee
Executive Committee
The Executive Committee of the
Association shall be composed of the Officers of the
Association. The Executive Committee shall have full
power and authority during intervals between scheduled
Association meetings to perform all functions which the
Association might perform, except that it shall not have
the power to amend these by-laws.
Administrative Committee
In addition to the First Vice
President, this committee shall consist of at least two
(2) members of the Association who shall be selected by
the Chair. This committee shall actively review the
Association’s By-laws, Articles of Incorporation,
perform an annual review of the Association’s financial
records, and make general recommendations to enhance the
existing practices and further the development of the
Association.
Membership Committee
In addition to the Second Vice
President, this committee shall consist of at least two
(2) Association members who shall be selected by the
Chair. This committee shall manage recruitment and
retention efforts for the Association.
Section E - Other Committees
As needed the President is empowered to appoint
ad hoc committees and to assign these committees to
perform special functions for the Association.
ARTICLE
IX - ELECTION OF OFFICERS
The
positions of President and First Vice-President shall be
filled by advancement in rank. However, the Board of
Directors may, if they feel it is in the best interest
of the Association, vote to block this automatic move
and elect the officers directly from the Board of
Directors. The positions of Second Vice-President,
Secretary/Treasurer, and Director-at-Large (in the
absence of an Immediate Past President) shall be filled
through the election process. All terms of office shall
be two years in length.
The
initial election of officers shall take place as soon
after the ratification of these by-laws as practical.
All subsequent elections shall take place at the annual
meeting occurring in even calendar years.
ARTICLE
X - UNEXPIRED TERMS
In the
event of a vacancy in the office of the President
occasioned by death, resignation, removal, suspension,
or inability to serve for any reason, the
Vice-Presidents shall serve as the President in
descending numerical order. A vacancy in the office of
the First Vice-President shall be filled by the Second
Vice-President. Vacancies in the office of Second
Vice-President or Secretary or/Treasurer shall be filled
in the original manner of election by a special election
as soon thereafter as practical.
ARTICLE XI - FISCAL YEAR
The
fiscal year of the Association shall begin on July 1 of
each year and end on June 30 of the following year.
ARTICLE XII - AMENDMENTS
These
by-laws may be amended, repealed, or added to by a
two-thirds (2/3) of the quorum of members. The proposed
amendment must be tabled for a period of thirty (30)
days before being voted upon.
ARTICLE XIII - ROBERT'S RULES OF ORDER
All
meetings shall be conducted in accordance with Robert's
Rules of Order when not in conflict with these by-laws.
ARTICLE XIV - EFFECTIVENESS OF BY-LAWS
To be in
effect, this code of by-laws must be accepted by
two-thirds (2/3) of the quorum of members after each of
the members as of this date had read or heard said
by-laws, and has declared his/her understanding of them
and willingness to abide by them as a member.
Ratified this (date)10th day of November 2004, by the
members of the Virginia Association of Governmental EMS
Administrators.
_____________________ ______________________________
Kim
Johnson, Secretary Jennie L.
Collins, President
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