ByLaws

STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND
BY-LAWS
SOUTH CAROLINA EMERGENCY
MEDICAL SERVICES ASSOCIATION

SOUTH CAROLINA EMERGENCY MEDICAL SERVICES ASSOCIATION
BY-LAWS

ARTICLE I
NAME, LOCATION, AND CORPORATE SEAL

SECTION 1
The name of this organization shall be the SOUTH CAROLINA EMERGENCY MEDICAL SERVICES ASSOCIATION. (SCEMSA)

SECTION 2
The principal office of this Association shall be located at Lexington, South Carolina.

SECTION 3
The corporate seal shall be circular in form and have inscribed on it the name of the Association and the year of its incorporation.

ARTICLE II
PURPOSE

SECTION 1
The purpose of this organization shall be to study, discuss and recommend improvements in Emergency Medical Services; to investigate and provide means for the exchange of ideas and experiences between Emergency Medical Service directors; managers, administrators, executives, technicians, physicians and educators of which shall be all inclusive; to promote and encourage education of emergency medical technicians and directors of emergency medical services; to collect, analyze, and distribute information about emergency medical services; to promote the improvement of patient care; to cooperate with other organizations and to effect more efficient administration of emergency medical services in the State of South Carolina.

ARTICLE III
MEMBERSHIP

SECTION 1
This association shall consist of DHEC Licensed Ambulance Services, Associate, Individual, Vendor Memberships and Honorary Lifetime Memberships.

SECTION 2
Service Memberships: shall include DHEC Licensed Ambulance Services (Ground and or Air) and Regional EMS Offices. A Service membership incorporates all EMT’s in that service as a member of the Association. Membership shall close when the person no longer holds such a position with said service. Service definitions are as follows:

A)Licensed Service: EMS Service holding a valid DHEC license to operate a transporting ambulance service in the State of South Carolina.
B)Regional EMS Office: the four regional offices (Upstate, Midlands, Pee Dee, and Lowcountry) recognized by DHEC

SECTION 3
Associate members: are DHEC Licensed Non Transporting First Responder Agencies, Technical Colleges or Vocational Schools, Companies, Firms, Vendors, Licensed Private EMS Training Center, as recognized by the State EMS DHEC Office, and/or other agencies (that do not fall within the definition of section 2) who are interested in supporting the aims and purposes of this association.
Associate shall pay an annual membership fee as set by the Board of Directors. Associated Members are not a voting member. Associate members are entitled to all rights of the Association. Associate members may be appointed to committees.

SECTION 4
Individual members: are persons engaged in any emergency medical service in South Carolina as an employee or volunteer of a service with Active individual membership. An individual member may be a paramedic, emergency medical technician, physician or other allied health professional Individual members are non voting members, and may be appointed to committees.

SECTION 5
Honorary Lifetime: memberships may be granted to a member who has been active in the Association, who has retired, or resigned from their position that made them eligible for membership in the Association. Membership includes voting privileges.

ARTICLE IV
FISCAL YEAR, DUES, AND ASSESSMENTS

SECTION 1
The fiscal year of the Association shall be from July 1 through June 30.

SECTION 2
The annual dues of the Association shall be determined by the Board of Directors of the Association. The Board of Directors shall have power and authority to make special assessments for special purposes.

ARTICLE V
REPRESENTATION AND VOTING

SECTION 1
Each Service membership has two voting members at all meetings of the Association. One voting member shall be the service director or his/her designee. The other voting member shall be selected from the service’s EMTs. Proxies shall be allowed. All proxies shall be in writing or electronically transmitted in a form approved by the Association Board of Directors. All business requiring a vote shall be conducted by a roll call vote of members whose dues are current. The electronic voting may be allowed as approved by the Association Board of Directors.

ARTICLE VI
MEETINGS

SECTION 1
The annual meeting of the membership shall be held at such time and place as may be fixed by the Board of Directors. Thirty days notice shall be given of the time and place of each annual meeting. Monthly meetings may also be held at a time and place as determined by the President.

SECTION 2
Special meeting of the Association may be called by the Board of Directors, the President, or at the written request of ten percent (10%) of the membership. Ten days notice of special meetings shall be necessary.

SECTION 3
All meetings must have a quorum to conduct business. A minimum of ten (10) members, of which one must be an elected officer and one other member of the board, shall constitute a quorum.

ARTICLE VII
DIRECTORS

SECTION 1
The property and business of this association shall be managed by a Board of Directors, acting through the Association’s President who shall be the governing body of the Association.

SECTION 2
The Board of Directors shall consist of members, as follow:

A)One member elected at large by the membership from geographical regions of the State of South Carolina, (Upstate, Midlands, Pee Dee, Lowcountry).

B)The President.

C)The President Elect

D)The Secretary

E)The Treasurer

F)Two representatives selected by the four regional EMS Councils.

G)Past President.

H)One representative from a DHEC Licensed Private Ambulance Provider, this representative shall be selected by the EMSA Private Ambulance Providers.

I)One representative representing Rural EMS

SECTION 3
The term of office for all Directors shall be for two years or until successors are elected and qualify. The president shall be succeeded by the President – Elect. The President, President – Elect and Past – President shall serve for a term of two years.

SECTION 4
Directors shall be nominated and elected in the following manner:

A)The President shall, at least thirty (30) days prior to each annul meeting, appoint a Nominating Chairman;

B)Nominations shall be presented by the Nominating Chairman at the annual meeting to the membership. The membership shall, by a polling of the membership, select qualified persons as Directors.

C)At the annual meeting, the Nominating Chairman shall place in nomination the names of those persons nominated by means of the process set forth under (A) and (B) above. Any member of the Association may make a nomination from the floor. Voting shall not be by secret ballot unless requested by ten members present.

D)The Nominating Chairman shall present a slate of qualified nominees.

E) At-Large Members representatives for each DHEC EMS Region shall be elected in the odd numbered years.

F)The Private Provider members shall select their Representative to the Associaton Board of Directors in the odd-numbered years.

G)All other officers are elected in the even number years.

SECTION 5
After election, the Board of Directors shall meet at such time and place as shall be announced by the President, such meeting to be held prior to the conclusion of the annual meeting. Special meetings of the board of Directors may be called by the President on five days notice of the time and place and purpose thereof, served on each Member of the Board of Directors.

A)An agenda with all relevant materials will be provided for all Board of Director meetings five (5) days prior to the meeting.
B)The Board of Directors will provide a update of activities at each monthly Association meeting.

SECTION 6
The Directors may hold their meetings in the City of Columbia, South Carolina, or at such other place or places as they may from time to time determine.

SECTION 7
The Board of Directors shall have power to appoint all agents of the Association, prescribe their duties to do all lawful things, and exercise all lawful powers as are not vested in the members of the Association which will promote the objectives and purposes of the Association and its members.

A)The assignment of compensation for agents of the Association must be approved by a majority of the Association’s memberships present at the business meeting.

SECTION 8
The President and three Directors appointed by the President shall constitute the Executive Committee. The President shall have the authority to appoint Committees and Committee Chairmen as necessary for the Association.

A) Fifty percent (50%) of the Board of Directors shall be necessary to constitute a quorum for the transaction of business and the act of the majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

SECTION 9
Any vacancy on the Board of Directors by reason of resignation, death, disqualification or otherwise, may be filled by a majority vote of the Directors at any meeting of the Board, a quorum being present, but any vacancy filled in this fashion shall be filled only for a term expiring at the next annual meeting. Any vacancy filled under the terms of this section shall be filled by a person qualified for the position vacated under the BY- LAWS.

SECTION 10
Upon advise and under vote of 2/3 majority of the Board of Directors, followed by 2/3 majority vote of returned mail ballots, an officer can be removed from office.

ARTICLE VIII
PRESIDENT

SECTION 1
The president shall preside at all meetings of the Association and the Board of Directors. The President shall have the power to enter into contracts on behalf of the Association, with the approval of the Board of Directors. In the absence of the President, the President Elect shall assume the Presidents duties and responsibilities.

ARTICLE IX
President-Elect

SECTION 1
The President Elect shall perform such duties that may be requested by the President.

A)The President Elect shall succeed to the duties of the President during his/her absence or disability.
B)President –elect shall succeed the office of President at the conclusion of the President’s two year term.

ARTICLE X
TREASURER

SECTION 1
The Treasurer shall be responsible for all moneys and dues of the Association and shall pay all bills and or indebtedness of said Association which are approved for payment by the President.

A)The Treasurer shall maintain a record of all receipts and disbursements and shall make an annual detailed report of the same to the Association at its annual meeting.

SECTION 2
The Treasurer shall be bonded in an amount to be determined by the Board of Directors.

Article XI
Secretary

Section 1
The Secretary shall be responsible for recording of the minutes of the business meetings, annual meetings, and other meeting of the Association.

Section 2
The Secretary shall be responsible for maintaining a record of the minutes, insuring the minutes are presented to the Association for approval at subsequent business meetings, presenting an agenda for business and annual meetings, and maintaining a record of the official business of the Association

Section 3
The Secretary shall preside over business meetings of the Association in the absence of the President and President – Elect.

ARTICLE XII
ELECTION OF OFFICERS

SECTION 1
The President, President-Elect, Secretary and Treasurer shall be nominated and elected in the following manner:
A)The President shall, at least thirty (30) days prior to each annual meeting, appoint a Nominating Chairman:

B)Nominations shall be presented by the Nominating Chairman at the annual meeting to the membership. The membership shall, by a polling of the membership select qualified persons as Officers.

C)At the annual meeting, the Nominating Chairman shall place in nomination the names of those persons nominated by means of the process set forth under (A) and (B) above. Any member of the Association may make a nomination from the floor. Voting shall not be by secret ballot unless requested by ten members present.

D)All officers elected at the annual meeting will assume office July 1.

E)During the meeting in which the officers are elected, the membership shall elect two members who will conduct an fiscal audit of the organization prior to the newly elected officers taking place.

F)Any officer vacancy by reason of resignation, death, disqualification or otherwise, may be filled by a majority vote of the Directors at any meeting of the Board, a quorum being presented, but any vacancy filled in this fashion shall be filled only for a term expiring at the next annual meeting. Any vacancy filled under the terms of this section shall be filled by a person qualified for the position vacated under the BY- LAWS.

G)For purposes of this section, the annual meeting shall be defined as the S.C. EMS Symposium.

ARTICLE XIII
NOTICES

SECTION 1
Whenever under the provision of these BY- LAWS notice is required to be given to any Director or Member, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in the post office or letter box in a postpaid, sealed wrapper, addressed to such Director or Member at such address as appears in the records of the Association. Any notice required to be given under the BY- LAWS may be waived by the person entitled to such notice whether before or after the time stated therein.

ARTICLE XIV
ORDER OF BUSINESS

SECTION 1
The order of business and rules of conduct shall be such as determined by the Executive Committee. In Cases not covered by such rules, Robert’s Rules of Order shall govern.

ARTICLE XV
AMENDMENTS

SECTION 1
These BY- LAWS may be amended at any meeting at which there is a quorum by majority vote of the members or Board of Directors represented, provided, such proposed changes or alterations shall be submitted in writing by the President to each member at least thirty (30) days prior to the meeting and that any member desiring to submit a proposal for a change in the BY- LAWS shall advise the President at least sixty (60) days prior to such meeting.

ARTICLE XVI
DISSOLUTION

SECTION 1
In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in Sections 501(C) (6) and 170 (C) (2) of the Internal Revenue Code of 1954, or corresponding sections of any prior of future law, or to the Federal, State, or Local governments for exclusive public purpose.

Revised Date: September 10, 2009
Ratified Date: October 8, 2009
Date files with South Carolina Secretary of State

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