SNOW SHOE EMS (EMERGENCY MEDCIAL SERVICE)
BY LAWS
Definition of By-laws: These by-laws constitute the code of rules adopted by the Snow Shoe Ambulance and Rescue Service, hereby known as "Snow Shoe EMS" a Pennsylvania non-profit corporation for the regulation and management of its affairs. This corporation will have the power or powers as stated in its Articles of Incorporation and whatever powers are or may be granted by the Non-profit Corporation Law of the Commonwealth of Pennsylvania. The primary purpose of this corporation is to have unlimited power to engage in and do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Pennsylvania Non-Profit Corporation Law. The special purpose of this corporation is to provide volunteer ambulance and rescue service primarily to the Mountaintop area.
The corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributed 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 purpose set forth in the paragraphs above. No substantial part of the activities of the corporation shall be 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 or in opposition to any candidate for public office. Notwithstanding any other provision 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 Internal Revenue Code, or corresponding section of any future federal tax code or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed to another entity which is willing and able to provide volunteer ambulance and rescue service to the Mountaintop area as long as that entity is exempt within the meaning of Section 501(c)(3) of the Internal Revenue Code. If at the time the corporation dissolves or winds up its affairs, the other entity which is willing and able to provide volunteer ambulance and rescue service to the Mountaintop are does not exist or is unable or unwilling to accept the corporation’s assets, or is not exempt within the meaning of Section 501(c)(3) of the Internal Revenue Code, the corporation shall distribute the corporation’s assets to one or more organizations which are exempt as organizations described in Section 501(c)(3) and 170(c)(2) of the Internal Revenue Code, as they now exist or as they may be amended, or to the federal, state, or local government, restricted exclusively for public purposes. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principle office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as the court shall determine which are organized and operated exclusively for such purposes.
GENERAL
The corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code, or corresponding section of any future federal tax code.
The corporation will not engage in any act or self-dealing as defined in Section 4941(d) of the Internal Revenue Code, or corresponding section of any future federal tax code.
The corporation will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code, or corresponding section of any future federal tax code.
The corporation will not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code, or corresponding section of any future federal tax code.
The corporation will not make any taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE I – NAME
The name of the non-profit corporation shall be the Snow Shoe Ambulance and Rescue Service, "Snow Shoe EMS" with its registered office being at 101 E. Olive Street, P.O. Box 271, Snow Shoe, Centre County, Pennsylvania 16874. Hereafter referred to as the Service or Organization.
The purpose for which this organization is formed is to provide emergency medical and rescue service to the residents and visitors of the Mountaintop area. In addition, this service will educate the public in the prevention and handling of medical emergencies whenever possible.
ARTICLE II – SEAL
The corporation seal shall have inscribed thereon the name of the corporation, the year of its organization, and the words "Corporate Seal, Pennsylvania".
ARTICLE III – MEMBERSHIP
The membership of this service shall be deemed active, public, honorary, and auxiliary.
Active members shall be those involved in the actual care and transportation of the sick and injured. (See Article IV)
Public membership (subscription) shall be those who purchase a subscription from the service at the determined price for that year. (See Article V)
Honorary membership shall be bestowed upon anyone who has 20 or more consecutive years of active membership with the service. Honorary membership, if so desire, shall be decided by the majority vote by the service. (See Article VI)
Auxiliary membership is for anyone from the general public who does not wish to run ambulance, but wants to help with fundraisers, and any other task as assigned by the Service.
ARTICLE IV - DUTIES AND QUALIFICATIONS OF ACTIVE MEMBERSHIP
Active members must be 16 years of age and maintain current CPR, Advanced First Aid or Emergency Responder certification or be an EMT.
All active members should strive to maintain a current PA driver’s license and must advise the service if they don’t have one.
Active members are responsible to attend all meetings, work details and training sessions of the service.
All active members are required to attend fund raising events.
All active members are required to call in on ambulance calls when available.
All active members are entitled to free public membership in the ambulance service.
All proposed active members are required to make 10 emergency runs or immediate transports (as an observer in back of the ambulance) assisting when requested within 10 month period to qualify as a full active member.
Proposed active members must work fund raising events, but are not entitled to ambulance service property until full active status is achieved (except a minor when available).
Upon completion of 10 observer runs, the member must be accepted by vote of at least four directors present at a meeting to establish active membership.
The service will reimburse all active members for the enrollment fee for courses needed to keep active status (up to EMT) upon passing the course. All other courses must be brought up to the meeting, before the class, to decide upon reimbursement and active status must be established before enrollment occurs to qualify for reimbursement.
All active, and proposed active, members must uphold the by-laws and Standard Operating Procedures (hereinafter "S.O.P.’s") of the Service.
All active members must relinquish all the Service’s equipment when they are no longer able to fulfill active member requirements.
ARTICLE V - DUTIES AND QUALIFICATIONS OF PUBLIC SUBSCRIPTION
A public subscriber is entitled to all benefits as stated on the back of the membership card.
Public subscribers shall not have a vote or hold an office in the service, but will be entitled to attend meetings.
Public subscription shall be open to anyone living within a 15-mile radius of Snow Shoe Borough.
Public subscription shall be on a yearly basis beginning July 1 and ending June 30 of the following year.
Public subscriptions shall not entitle the holder the unauthorized use of ambulance service equipment and/or property.
ARTICLE VI - DUTIES AND QUALIFICATIONS OF HONORARY MEMBERS
Honorary members are all active members after 20 years of service who have lost the ability/desire to respond to calls.
Honorary members are entitled to wearing apparel issued to active members of the service. They are encouraged to attend all service activities, but can not hold office within the service or respond to calls.
Honorary members have the option to return to active service status upon completion of all active member requirements.
In the event that any member is injured in the line of duty, they may be awarded an honorary membership by vote of at least four directors present at a meeting regardless of number of years of service.
ARTICLE VII- BOARD OF DIRECTORS
The Board of Directors of this service shall be comprised of the following officers: President, Vice-President, Secretary, Treasurer, EMS Operations Chief
Each officer must be a member in good standing and should be a member at least 3 years prior to taking office.
The business of the corporation shall be managed by its Board of Directors. They shall be elected by the members during the December meeting. Each Director shall be elected for the term of at least one year, and until his or her successor shall be elected and shall qualify.
In addition to the powers and authorities by these by-laws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Amendment or by these by-laws directed or required to be exercised or done by the members.
It shall be the duty of the President to:
Preside over all meetings of the service and keep them at order.
Appoint all committees when needed.
Sit in on any and all committees when needed.
Call a special meeting at any time.
Recommend a member of the Service to fill a vacancy between elections.
Make the following appointments upon election: public relations officer, supply officer, radio and equipment maintenance officer, billing secretary, and training officer (See Article IX).
The President shall have no additional control over the response of the ambulance Service equipment because of his title.
It shall be the duty of the Vice-President to:
Act in the absence of the President.
It shall be the duty of the secretary to:
Handle all official correspondence of the Service.
Keep accurate minutes of all service meetings and post a copy in the ambulance building.
It shall be the duty of the treasurer to:
Keep an accurate record of all investments and savings of the service.
Deposit all moneys received in the name of the Snow Shoe EMS (Emergency Medical Service) and pay all bills submitted to the Service for approval.
Give a financial report at all monthly meeting.
Be prepared for annual audit at the January meeting.
It shall be the duty of the EMS operations Chief to:
Be responsible for all patient care at any emergency situation and to determine where manpower is most needed.
Be responsible for determining ambulance needs and acquiring same at emergency scene, may call or cancel ambulance equipment as deemed necessary.
Acquisition of manpower for all manpower on ambulance calls.
Determine how and when a patient is transported according to patient needs and for correcting any treatment deemed inappropriate at emergency scene.
Attend and co-coordinate any and all training sessions pertaining to patient care.
Notify the supply officer when in need of any supplies.
Appoint a first and second assistant to take over in their absence.
The EMS Operations Chief must be a current EMT, at least one year prior to appointment and have a working knowledge of all equipment stocked by the Service. This person will be known through Centre County Dispatch as 2960.
ARTICLE VIII - CHAIN OF COMMAND
The ambulance chain of command shall be:
EMS Operations Chief
B. EMS Assistant Operations Chief
C. Senior EMT
D. Paramedic
E. EMT
F. First Responder
G. Emergency Responder
When two or more people respond with the same level of training, the person with the most years in the field experience with the Service is in charge. They should confer and make decision together whenever possible.
ARTICLE IX – APPOINTED OFFICERS
It shall be the duty of the public relations officer to:
Handle all personal correspondence not related to business operations.
Handle all parade invitations with the OK of appropriate chief when vehicle will be out of town.
Handle all matter relating to news releases, pictures and other publications.
Be responsible for maintaining and updating the Service’s scrapbook and any material related to the Ambulance Service’s history.
Be responsible for handling all matters relating to death or sickness of active members or their immediate family.
Be responsible for handling any and all complaints against the Service and bring them to the attention of the Service.
The public relations officer must be a member of the club for one year prior to appointment.
It shall be the duty of the supply officer to:
Keep the ambulance restocked according to state Licenser and the Service’s own requirements.
Check 02 supplies and replace as needed.
Upkeep all mechanical equipment on ambulances.
Keep all equipment organized and inventoried.
To report to respective captains any missing or malfunctioning equipment.
To maintain accurate records of all Ambulance & Rescue equipment.
To make sure 02 bottles, Scott air pack bottles, and fire extinguishers are hydrostatically testing and in proper working order.
The supply officer must be a member for one year prior to taking appointment and have a working knowledge of all the Service’s equipment.
It shall be the duty of the radio and equipment maintenance office to:
Keep all radio equipment in proper working order at all times.
Keep a log of all radio equipment by number and location.
See that a semi-annual radio frequency check is made in accordance with dispatch.
Keep the Service informed of all changes in county procedures.
Follow up reported radio problems immediately.
Keep a log of all repairs on ALL equipment.
Send and receive all mailable equipment requiring maintenance.
Keep all vehicles in property mechanical condition.
Maintain radios in accordance with the radio SOP manual.
See that all units are kept properly cleaned.
The Radio and Equipment Officer must be a member for one year prior to taking appointment and have a working knowledge of all the services equipment.
It shall be the duty of the billing secretary to:
Handle all billing for the Service.
Keep a current file of all subscriptions.
Make monthly and yearly reports on runs for vehicles and personnel.
Handle all run sheets.
The billing secretary is a paid position therefore; a member need not hold this position. The billing secretary must have a working knowledge of all billing procedures used by the Service.
It shall be the duty of the training officer to:
Maintain a current training level roster of all active members.
Coordinate all training sessions with respective captains.
Assure that all active members maintain current cards and keep members informed of any and all new courses.
Be responsible for maintenance and storage of all training equipment.
Post information on ambulance and rescue related meetings and seminars.
Be advised of all training being held through or for the service and keep record of the same.
The training officer must be a member in good standing for at least 2 years prior to appointment. They must be a current EMT with a minimum of Current Emergency Responder and CPR instructor certification.
ARTICLE X - MEETINGS OF THE BOARD
The monthly meeting of the Snow Shoe EMS (Emergency Medical Service) will be held the 2nd Tuesday of the month at 6:30 p.m. at the station, unless changed at the previous meeting.
All meetings will be conducted according to Robert’s Rules of Order.
All working committees will give reports at every meeting until the committee is dissolved.
All active and proposed active members must attend one meeting each quarter of the year.
All bills should be approved and paid at the meeting.
A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.
At all meetings, a majority rule shall be in effect on all matters to be approved unless otherwise stated.
A special meeting may be called by the President when deemed necessary by himself or the executive committee. The President shall be responsible to notify all directors within 24 hours of these meetings.
No proxy voting will be allowed at any meeting of the board.
ARTICLE XI- BALLOTING
The officers of this Service will be nominated at the November Board meeting, elections taking place at the December Board meeting, which will be the annual meeting of the members of the corporation. Officers will take office on January 1 of the following year. Nomination of officers shall be made by any member or officer during the November Board meeting. Election of officers shall be by a majority vote of the members present at the December meeting and entitled to vote. To be entitled to vote you must work your fundraisers and attend 4 meetings a quarter. See Active member clause.
All elections of the Service will be done by written ballot.
ADMENDMENT: If there are not 3 meeting held in the past quarter, the ambulance service will fall back on the previous quarter to credit attendance towards eligibility to be an active voting member.
ARTICLE XII – VACANCIES
The Board shall fill all vacancies that occur as promptly as possible after such vacancy occurs; any person chosen to fill such vacancy shall serve for the balance of the term of his or her predecessor. The manner of filling such vacancy shall be by nomination and election by a majority of board members present at the first meeting following the vacancy.
ARTICLE XIII – CONFLICTS WITH BY-LAWS
All rules, regulations, and resolutions in conflict with the S.O.P.’s and by-laws of the Service are hereby declared null and void.
ARTICLE XIV - DISCIPLINARY ACTION
Any suspension or expulsion shall be based upon incidents occurring within the past 2 months.
Suspensions may be made from the whole service or a specific area.
Active members must relinquish all equipment at the request of at least four directors at a meeting, with established reason.
ARTICLE XV – EFFECTIVE DATE
These By-laws shall take effect immediately upon acceptance by the Board.
APPOINTMENT OF COMMITTEES
The Board of Directors, by resolution duly adopted by a majority of the Directors in office, may designate and appoint one or more Executive Committees and delegate to these Committees the specific and prescribed authority of the Board of Directors to exercise in the management of this Corporation. However, the creation of Executive Committees will not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law.
OPERATIONS
Banks - All funds of the corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Fiscal Year - The fiscal year of this corporation shall be the calendar year.
Execution of Documents - Except as otherwise provided by law, checks, drafts, promissory notes, orders of the payment of money, and other evidences of indebtedness of this corporation will be signed by such individual(s) as designated by resolution of the Board of Directors from time to time. Contracts, leases, or other instruments executed in the name of and on behalf of the corporation will be signed by such individual(s) as designated by resolution of the Board of Directors from time to time, and will have attached copies of the resolutions of the Board of Directors certified by the Secretary authorizing their execution.
Books and Records - This Corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its Board of Directors and Executive Committees. The corporation will keep at its registered office the original or a copy of its by-laws, including amendments to date certified by the Secretary of the corporation.
Inspection of Books and Records - All books and records of this corporation may be inspected by any Director or Officer, or the Director or Officer’s agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating the purpose of the inspection.
Nonprofit Operations – This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this corporation will be distributed to its Directors of Officers. However, the corporation may pay compensation in a reasonable amount to Officers or Directors for services rendered.
Loans to Management - This Corporation will make no loans to any of its Directors or Officers. However, the corporation may pay compensation in a reasonable amount to Officers or Directors for services rendered.
Loans to Management - This Corporation will make no loans to any of its Directors or Officers or to any of its key management or other personnel.
INDEMNIFICATION
Limitation of Directors’ Liability - No Director of the Corporation shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless: (a) the Director has breached or failed to perform the duties of his or her office under Section 5712 of the Pennsylvania Nonprofit Corporation Law of 1988 (relating to standard of care and justifiable reliance), and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this paragraph shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or to the liability of a Director for the payment of taxes pursuant to local, state or federal law.
Indemnification of Directors and Officers - (1) Each Indemnitee (as defined below) shall be indemnified and held harmless by the corporation for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any proceeding (as defined below). No indemnification pursuant to this paragraph shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
(ii) The right to indemnification provided in this paragraph shall include the right to have the expenses incurred by the Indemnitee in defending any proceeding paid by the corporation in advance of the final disposition of the proceeding to the fullest extent permitted by Pennsylvania law; provided that, if Pennsylvania Law continues so to require, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this paragraph or otherwise.
(iii) Indemnification pursuant to this paragraph shall continue as to an Indemnitee who has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors and administrators.
(iv) For purposes of this Article, (A) "Indemnitee" shall mean each Director or Officer of the corporation who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding by reason of the fact that he or she is or was a Director or Officer of the corporation or is or was serving in any capacity at the request or for the benefit of the corporation as a Director, Officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise; and (B) "Proceeding" shall mean any threatened, pending or completed action, suit or proceeding (including without limitation an action, suit or proceeding by or in the right of the corporation), whether civil, criminal, administrative or investigative.
Nonexclusivity of Rights - The rights to indemnification and to the advancement of expenses provided in this Article shall not be exclusive or any other rights that any person may have or hereafter acquire under any statute, provision of the Corporation’s Articles f Incorporation or By-laws, agreement, vote of members or directors, or otherwise.
Insurance - The corporation may purchase and maintain insurance, at its expense, for the benefit of any person on behalf of whom insurance is permitted to be purchased by Pennsylvania law against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person under Pennsylvania or other law. The corporation may also purchase and maintain insurance to insure its indemnification obligations whether arising hereunder or otherwise.
Fund of Payment of Expenses - The corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise may secure in any manner its indemnification obligations, whether arising hereunder, under the Articles of Incorporation, by agreement, vote of Directors, or otherwise.
Amendment - The provisions of this Article relating to the limitation of Directors’ and Officers’ liability, to indemnification and to the advancement of expenses shall constitute contract between the corporation and each of its Directors and Officers which may be modified as to any Director or Officer only with that person’s consent or as specifically provided in this paragraph. Notwithstanding any other provision by these by-laws elating to their amendment generally, any repeal or amendment of this Article which is adverse to any Director or Officer shall apply to such Director or Officer only on a prospective basis, and shall not reduce any limitation on the personal liability of a Director of the Corporation, or limit the rights of an Indemnitee to indemnification or to he advancement of expenses with respect to any action or failure to act occurring prior to he time of such repeal or amendment. Notwithstanding any other provision of these By-laws, no repeal or amendment of these by-laws shall affect any or all of this Article so as either to reduce the limitation of Directors’ liability or limit indemnification or the advancement of expenses in any manner unless adopted by the unanimous vote of the Directors of the corporation then serving; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.
Modification of by-laws - The power to alter, amend, or repeal these by-laws, or to adopt new by-laws, to the extent allowed by law, is vested in the Board of Directors, and may be exercised upon the vote of at least four directors.
These By-laws were adopted on March 12th, 2000.
The Undersigned Corporation has caused these by-laws to be signed by a duly authorized officer thereof this 12th day of March 2000