The name of the organization shall be the Colorado EMS Chiefs, Managers and Directors (CEMSCMD). The organization will be a chartered subsidiary organization of the Emergency Medical Services Association of Colorado Inc.                          

The purposes of the Colorado EMS Chiefs, Managers and Directors shall be to represent the interests of executives and officials responsible for the delivery of Emergency Medical Services (EMS) and ambulance transportation to communities within Colorado. The CEMSCMD shall also advocate best practices and ethical conduct in the management and leadership of EMS and medical transportation organizations.

A. Regular Membership shall be open to individuals serving in senior management positions responsible for the provision of EMS or ambulance transportation to communities within Colorado. Examples of such positions include, but are not limited to: Chief, Director, General Manager, Deputy or Assistant Director or Chief, Operations Manager. Membership will be open to individuals from any public or private sector organization meeting the above criteria. Regular members will be entitled to all privileges of membership including the right to vote and hold office in the organization

Active Managers

Medical Directors associate members

 

B. Associate Membership is available to any individual or organization interested in supporting the purpose of the CEMSCMD. Associate members will be non-voting members and will not be eligible to hold office. , or retired from, may include Medical Directors, retired EMS Directors, Training Officer, Division Manager, Clinical Services or Quality Improvement Manager

 

D. Corporate (vendors)

 

C. Honorary or Life Membership may be granted at the discretion of the Board of Directors. Honorary members will be entitled to all rights and privileges afforded regular members.

 

Questions of membership eligibility may be determined by the Board of Directors as needed.

 

A. Structured based on budget? Call Volume? (thoughts 0 – 500 Calls $250, 501 – 1500 Calls $2500, 1501 – 5000 Calls $5000, 5001 – 10000 Calls $7500, 10001+ Calls $10,000) Budget based on percent of total not to exceed amount. Based on SDA model. $500 for membership and 1/10 of 1% of total operating budget as a voluntary add on for Advocacy

 

B. Associate Membership dues will be $150 per person per year.

 

C. Honorary and Life members will not be required to pay dues.

 

D. Corporate As determined by the board

 

The management of the organization is vested in its board of directors which shall have seven (7) members. Three members will be elected from amongst the regular membership by November 1^st of odd-numbered years. Four members of the board will be elected from amongst the regular membership by November 1st of even-numbered years. All members of the Board will serve two-year terms.  The executive committee may fill vacancies on the board or in the offices of the association arising from unexpired terms, and the president of the association appoints a nominating committee to nominate candidates for election to the board and to offices of the association in accordance with the provisions of these bylaws.

The officers of the CEMSCMD shall be the president, president-elect, and secretary/treasurer, who shall be elected by the board of directors for one year terms unless otherwise provided here, and shall hold office until their successors are elected. The executive committee may fill vacancies on the board or in the offices of the association arising from unexpired terms. The president of the association shall call upon the association development committee to nominate candidates for election to the board and to offices of the association in accordance with provisions of these bylaws.

 

The officers and their respective duties are as follows:

 

Official records of meetings of CEMSCMD, its board of directors and executive committee, as well as CEMSCMD-sponsored activities, shall be maintained in the office of CEMSCMD and made available to board of directors and committee members on request. 

 

The executive committee is authorized by the board of directors to manage all business and affairs of the association and the board between regular and special meetings. The executive committee may not alter or rescind the constitution, bylaws, strategic plan, or remove any officer from office.

 

The executive committee shall be comprised of the elected officers of the association, which include the president, president-elect, and secretary/ treasurer. The president shall serve as chair of the executive committee.

The president, president-elect, and secretary/treasurer shall be elected by members of the board of directors. A slate of officer candidates shall be compiled by a nominating committee consisting of the immediate past president and two other board members. The candidate receiving a majority of votes for each office shall be elected.

 

A.         The president, president-elect, secretary and treasurer shall each serve a one-year term of office commencing on January 1, or as otherwise determined by the board of directors.

B.          All officers shall continue to serve until their successors are qualified to serve.

 

The executive committee may fill vacancies on the board or in the offices of the association arising from unexpired terms.

 

CEMSCMD committees provide opportunities for members of the association and elected board members to share their time, talent, and spirit on behalf of the CEMSCMD. The Board may establish and dissolve standing and ad hoc committees as necessary to support the purposes of the organization. Membership of committees and committee chairs will be appointed by the president subject to the approval of the board.

 

 

The annual meeting of the association shall be held at a time and place designated by the Board.

Special meetings may be held at the call of the president of the association or upon written request of a majority of the members of the board of directors.

Notice of all meetings of the association, whether annual or special, shall be given by the president by electronic mail not less than 20 days prior to the date of the meeting. Notice of any special meeting shall state the purposes of the meeting. No business shall be transacted at a special meeting that does not relate to the purposes stated in the notice.

A quorum at any meeting of the CEMSCMD shall consist of 20 regular members.

Every member of the CEMSCMD shall have the right to cast one vote in person, by mailed vote, or by electronically submitted vote, prior to the date of the annual meeting. (Proxy?)

 

Regular meetings of the general membership shall be held at a time and place determined by the president which is no less than quarterly.

Special meetings of the board of directors may be called at any time by any two members of the executive committee or upon the request of one-third of the directors. The objectives of the meeting must be set forth in both the call for and the notice of the meeting. No business is transacted at a special meeting that does not relate to the purposes for which it was convened.

Notice of all meetings of the board, whether annual or special, shall be given by the president by electronic means not less than 20 days prior to the date of the meeting. The executive committee, by majority vote, may waive the advance notice provision in case of emergency.

A quorum at any meeting of the board of directors shall consist of a majority of the voting members of the board present at the meeting.

Any member of the board who is absent from two consecutive regular meetings of the board, except for reasons accepted as sufficient by the executive committee, or who ceases to be an active member of the association, ceases to be a member of the board, and the board may elect a member to the vacancy for the unexpired term.  The Board shall determine the attendance policy.

 

The executive committee of the board of directors shall meet at least quarterly and/or within 30 days of each board of directors meeting.  Members may participate in meetings by conference call, if necessary.

Special meetings may be held at the call of the president.

A majority of the voting members of the executive committee shall constitute a quorum for the transaction of business at all meetings.

The official year of the association begins on the first day of January and ends on the last day of December.

 

Robert’s Rules of Order Newly Revised, latest edition, shall govern all meetings.

 

A board member shall be considered to have a conflict of interest if he or she has existing or potential financial or other interests that impair or appear to impair his or her independent, unbiased judgment in the discharge of his or her responsibilities to the CEMSCMD; or if that board member is aware that a member of his or her family has financial or other interests that would impair or appear to impair the member’s independent judgment in the discharge of his or her responsibilities to the CEMSCMD For the purposes of this provision, a family member is defined as a spouse, parent, sibling, child, or any other relative residing in the same household as the board member.  

 

All board members shall disclose to the president and the board any possible conflict of interest at the earliest practical time. Further, the board member shall absent him or herself from discussions of, and abstain from voting on, such matters under consideration by the board of directors or its committees. The minutes of such meeting shall reflect that a disclosure was made and that the member with a conflict or possible conflict abstained from voting. Any board member who is uncertain as to whether a conflict of interest may exist in any matter may request that the board or committee resolve the question in his or her absence by majority vote.

 

These bylaws shall supersede all other bylaws and shall become effective immediately upon ratification by (a) a two-thirds majority vote of the board of directors as outlined in Article VII, Section II; (b) approval by the Board of Directors of the Emergency Medical Services Association of Colorado Inc..

 

 

The bylaws may be amended by a two-thirds majority vote of the board of directors at any properly notified regular or special meeting, provided that notice of the proposed change(s) is made available 20 days before such meeting. Amendments become effective upon approval by the Board of Directors of the Emergency Medical Services Association of Colorado Inc..

These bylaws shall be reviewed periodically by the secretary/treasurer of the board of directors and the executive committee. The secretary/treasurer and the executive committee shall recommend any necessary changes to the board of directors who may ratify, alter or rescind them by a two thirds vote as outlined in Article IX, Section II.  

 

 

Board of Directors: (Date)

EMSAC Legal Counsel: (Date)

EMSAC Board of Directors: (Date)

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