Article I – Name/Offices

1.1

The name of the Association shall be the Ambulance Association of Pennsylvania, established as a not for profit corporation under the applicable statues of the Commonwealth of Pennsylvania, hereafter referred to as Association.

1.2

The Association shall maintain offices at such places as the Board of Directors may from time to time appoint or the activities of the Association may require.

Article II - Seal

Article III – Applicability

3.1

These by-laws and any validly adopted amendments shall be applicable to every member of the Association.

3.2

Each member upon accepting membership herein, shall be deemed to have fully subscribed to the conditions set forth.

Article IV – Purpose

4.1

The Ambulance Association of Pennsylvania (AAP) is the lead organization for the advancement of the needs of its members in the emergency and non-emergency ambulance and medical transportation industry.
The AAP advocates the highest quality patient care through ethical and sound business practices, advancing the interests of its members in important legislative, regulatory, educational and reimbursement issues.
In accomplishing this goal, the AAP is dedicated to excellence in providing superior service to all facets of its membership and in developing positive relationships with other organizations associated with the medical transportation industry through prompt communications and effective educational programs. In carrying out this mission, the AAP is committed to meet the needs of its members in the volunteer, non-profit and for-profit sector.

Article V – Membership

5.1 Membership Criteria

Membership is open to any person who represents themselves, or any ambulance organization who is eligible for or is licensed and is currently operating as an ambulance organization by their state of domicile, and who furthermore abides by the membership standards and by-laws established by the Association.

5.2 Membership Approval

Members shall be elected by a two-thirds vote of the Board of Directors pursuant to making application for such membership on the proper form and upon payment of such fees as required by these by-laws.

5.3 Membership Privileges

Members are entitled to all rights and privileges offered by the Association.

5.4 Classes of Membership

There are four (4) classes of membership in the Association, as hereinafter defined:

5.4.1 Active Member (voting)

This class of membership shall be held by any person representing an ambulance organization, service, or agency that operates ambulances. Only one (1) designee from the Active class of membership is eligible to vote and hold office as prescribed by the by-laws.

5.4.2 Affiliate Member (voting)

This class of membership shall be held by any individual, organization or entity engaged in the manufacturing, sale, rental or support of products, goods or services to the ambulance industry, and such ambulance providers or ambulance companies who are not licensed in the Commonwealth of Pennsylvania, meeting and abiding by the membership standards and by-laws established by the Association. One (1) seat on the Board of Directors shall be held by an Affiliate Member who will have the same membership privileges as an active member.

5.4.3 Honorary Member (non-voting)

This class of membership shall be held by any individual or organization that has rendered distinguished service to the ambulance industry or related medical fields and may be elected as a lifetime honorary member of any affirmative vote of two-thirds of the Board of Directors.

5.4.4 Individual Member (non-voting)

This class of membership shall be held by individuals certified or licensed in pre-hospital, in-hospital, or other provider types, providing care and transport. This class of membership will not have a seat on the Board of Directors of the organization, and is not eligible to vote on issue brought before the membership.

5.5 Resignation, Suspension, Expulsion and Reinstatement of Members

5.5.1 Resignation

A member in good standing may tender his resignation, in writing, to the Secretary. No dues paid by the member for less than one year in advance of the date of resignation or for the current membership shall be refunded to the member. Such resignation shall not relieve the member so resigning of the obligation to pay all dues, assessments, or other charges theretofore accrued and unpaid up to and including the date of resignation.

5.5.2 Suspension

Non-payment of dues. Any member whose dues to the Association shall remain unpaid sixty (60) days past the due date shall be billed again. If the dues remain unpaid ninety (90) days from the due date, the member shall be sent a notice, by certified mail with return receipt requested to the latest address as it appears on the records of the Association, stating that if such dues are not paid within fifteen (15) days from receipt, he shall cease to be a member in good standing of the Association, and shall lose all rights as a member. The Board may extend said time, as they feel necessary.

5.5.3 Expulsion

Misconduct. Recommendation may be made to the Board of Directors for the expulsion of any member alleged to be guilty of misconduct adverse to the welfare of the Association and its members. Such recommendations shall be in writing and signed by three (3) or more members in good standing, stating specific reasons therefore.

The Board of Directors shall first notify such member, by certified mail with return receipt requested to the latest address on the records of the Association, of the charges presented against him. He shall have the right to prepare a written defense and appear for a hearing, before a meeting in Executive Session of the Board of Directors or their designee of which meeting he shall be notified at least thirty (30) days in advance. The Board of Directors shall consider the complaint, and if in their opinion the charges are sustained, the member may be expelled or permitted to resign.

5.5.4 Reinstatement

Upon written request, filed with the Secretary, the Board of Directors by affirmative vote of two-thirds of the members of the Board, may reinstate a former member to the membership upon such terms as the Board may deem appropriate in accordance with the by-laws.

5.6 Transferability

Upon change in operative control or ownership of an active member organization, membership may be transferred to a successor organization, subject to ratification by a 2/3 majority vote of the Board of Directors.

5.7 Membership Fee

The Board of Directors will have the authority to determine the amount of initiation fee, if any, and annual dues payable by the members by each member class.

Article VIII – Officers

8.1 Officers

The Officers of the Association shall consist of a President, Vice-President, a Secretary, and a Treasurer. No person shall hold more than one office.

8.2 Election and Term

The Officers of the Association shall be elected each year by the voting members of the duly elected members of the Board of Directors at the Annual Meeting.

8.3 Executive Director

The Board of Directors may retain a professional association management executive, or management firm, to conduct the business affairs of the Association. The individual or firm so retained shall have only such powers as delegated by the Board of Directors and shall have the title Executive Director. The Board of Directors may grant such compensation to the Executive Director, legal counsel, consultants and staff as may be justified by the duties performed.

8.4 President Powers and Duties

The President shall be the Chief Executive Officer of the Association and shall preside at all meetings of the members of the Board of Directors and Executive Committee. He shall have the general powers and duties of the Association, including, but not limited to, the power to appoint committees from the members from time to time, as he/she may deem appropriate to assist in the conduct of affairs of the Association. He/she shall execute such deeds, contracts, and other instruments in the name and on behalf of the Association and perform other duties incident to the office of President.

8.5 Vice-President

The Vice-President shall perform all duties and functions of the President in the absence, disqualification, or disability of the President, and shall perform such other duties or functions as may be assigned to him by the President or the Executive Committee.

8.6 Secretary

The Secretary shall attend all meetings of the Board of Directors and all meetings of the general membership and record all votes and the minutes of all meetings and proceedings, including resolutions, in a Minute Book to be kept for such purposes.

8.7 Treasurer

The Treasurer will have the responsibility for the Association’s funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books, belonging to the Association, and shall deposit all monies, checks and other valuable effects in the name and to the credit of the Association, in such depositories as may from time to time be ordered by the Board or the President, and shall render to the President, Board of Directors and the Executive Committee at the regular meetings of the Board, or whatever they or any of them shall require, an account of his transactions as Treasurer and of the financial conditions of the Association.

8.8 Removal and Vacancies

Any office may be removed by a two-thirds vote of the Board of Directors whenever in its judgment the best interests of the Association would be served thereby. Any vacancy in any office, except that of the President, shall be filled by a majority vote of the Board for the remainder of the terms of the office.

Article IX – Committees

9.1 Executive Committee

The President, Vice-President, Secretary, Treasurer and the Immediate Past President shall constitute an Executive Committee to be vested with such authority as may be directed by the Board of Directors. The Executive Committee shall manage the affairs of the Association in the interim between meetings of the Board of Directors.

9.2 Standing Committees

There shall be Standing Committees of the Association. The Board of Directors shall determine the number, names and duties of these committees. The President will appoint the Committee Chairpersons who shall be on the Active Membership list. The Committee Chairperson will appoint the members of the Committee with the advice of the Regional Directors. Each standing committee chairperson may appoint special as hoc or sub-committees of the standing committees whose composition needs not be limited to members of the Association.

9.3 Ad-Hoc Committee

The President may appoint such additional committees, as the Board may deem appropriate to establish.

Article X – Nominations and Elections

10.1

Elections of members to the Board of Directors shall be held each year as follows:

10.1.1

The Executive Director shall send to each member in good standing, a "Willingness To Serve" form, and an outline of the duties and responsibilities of Board of Director members, to each active member from each class of membership at least (100) one hundred days but not less than (90) ninety days prior to the October Annual Meeting. The date of return of the “Willingness to Serve” form shall be stated on the form (a minimum of 30 days will apply).

10.1.2

After the “Willingness to Serve” forms are returned to the AAP the Executive Director shall convene the Executive Committee for the purpose of validating the eligibility of those expressing a willingness to serve the Association and develop ballots for the election. The ballots for each position will be sent out with a specified return date stated on the ballots (a minimum of 30 days will apply).

10.1.3

Duly executed ballots shall be directed to be returned with a postmark no later than September 15th of the same year.

10.1.4

Ballots will be counted and results presented to the membership during the October meeting.

10.2

All members in good standing shall be eligible to vote, either in person or by mail.

10.3

Members in good standing wishing to vote in person may do so at the annual meeting, provided they have not already submitted a mail ballot. However, after submitting a mail ballot, a member who attends the annual meeting and wishes to vote in person may do so if he requests the Election Committee to destroy has mail ballot before the polls are opened.

10.4

The Directors representing the various State regions shall be elected by the active membership of their region.

10.5

Election shall be by plurality vote.

10.6

The procedure adopted for mail balloting shall be approved by the Board of Directors.

XI Administrator, Business Policies

11.1

The affairs of the Association shall be vested in its Board of Directors, which will be granted sole discretion to act on behalf of the entire membership conditioned upon that such actions are consistent with these by-laws.

11.2

Issues moved by a majority vote at the general membership meeting will be presented to the Board of Directors in the form of a recommendation. The Board will be compelled to vote on all recommendations but will not be required to adopt any recommendations, unless such recommendations are made at either the annual membership meeting or such recommendations are presented in petition form signed by at least two-thirds of the active membership.

XII General Provisions

12.1 Surety Bond

A surety bond in an amount to be determined from time to time by the Board of Directors shall be in force covering the Officers, the Executive Director and the other parties as designated by the Board of Directors.

12.2 Indemnification of Officers and Directors

The Association shall indemnify every Trustee and Officer, his heirs, executors and administrators, against all loss, costs and expenses, including counsel fees, reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a Trustee or Officer of the Association, except in matters to which he shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matter covered by the settlement, as to which counsel that the person to be indemnified has not been guilty of gross misconduct in the performance of his duty as such aids the Association, Trustee or Officer in relation to the matter involved. The Association as operating expenses shall treat all liability, loss, damage, costs and expenses incurred or suffered by the Association by reason or arising out of or in connection with the foregoing indemnification provisions.

12.3 Amendments to By-Laws

These by-laws and the form of administration set forth herein may be amended from time to time by the affirmative vote of the members representing two-thirds of a quorum entitled to vote at such meeting where amendments to these by-laws are being considered within the limitations prescribed by law.

12.3.1

In the event that any provision or clause of these by-laws conflicts with applicable law, such conflict shall not affect other provisions of these by-laws, which can be given effect without the conflicting provision, and to this end, the provisions of these by-laws are declared to be severable.