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Pennsylvania Notice of Article of Incorporation

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Pennsylvania Notice of Article of Incorporation Powered By Docstoc
					                                            BYLAWS


                                                 OF

   ALLEGHENY COUNTY EMERGENCY MEDICAL SERVICES COUNCIL
                                (a Pennsylvania Non-Profit Corporation)

                                       Adopted March 15, 1985

                                       Amended April 10, 1986

                                       Amended April 30, 1987

                                       Amended May 19, 1988

                                       Amended May 18, 1994

                                       Amended June 10, 1999

                                      Amended January 15, 2003




                                                             Signature of Chairperson




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                                                   INDEX TO BYLAWS
                                                                               PAGE
ARTICLE I: Name and Purpose
      Section 1.01    Name                                                      1
      Section 1.02    Purposes                                                  1

ARTICLE II: Members
      Section 2.01              Membership                                      1
      Section 2.02              Renewal of Membership                           1
      Section 2.03              Voting Rights                                   1
      Section 2.04              Removal of Members                              1
      Section 2.05              Nondiscrimination                               1

ARTICLE III: Meetings
      Section 3.01              Annual Meeting                                  2
      Section 3.02              Special Meetings                                2
      Section 3.03              Notice                                          2
      Section 3.04              Quorum                                          2

ARTICLE IV: Board of Directors
      Section 4.01    Authority                                                 2
      Section 4.02    Number                                                    2
      Section 4.03    Qualifications of Directors                               2
      Section 4.04    Terms                                                     2
      Section 4.05    Newly Elected Members                                     2
      Section 4.06    Meeting Attendance                                        3
      Section 4.07    Completion of Unfilled Board Terms                        3
      Section 4.08    Regular Meetings; Number of Meetings                      3
      Section 4.09    Regular Meetings; Notice                                  3
      Section 4.10    Special Meetings                                          3
      Section 4.11    Annual Report                                             3
      Section 4.12    Annual Meeting of the Board                               3
      Section 4.13    Quorum                                                    3
      Section 4.14    Emergency Vacancies                                       3
      Section 4.15    Resignations                                              3
      Section 4.16    Approval of Minutes                                       3
      Section 4.17    Compensation                                              4
      Section 4.18    Removal of Directors                                      4
      Section 4.19    Committees                                                4
                      A. Executive Committee                                    4
                      B. Standing Committees                                    4
                           1.    Nominating Committee                           4
                           2.    Communications Committee                       4
                           3.    Disaster Planning and Response Committee       4
                           4.    Ethics Committee                               4
                           5.    Field Response and Transportation Committee    5
                           6.    Training Committee                             5
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                                                          i
                                   7.   Medical Direction Committee                            5
                                   8.   Paramedic Coordinators Committee                       5
                                   9.   Public Information and Education Committee             5
                                   10. CISM                                                    5
                                   11. Annual Meeting                                          5
                                C. Ad Hoc and/or Special Committees                            5
             Section 4.20       Appointment of Committee Chairperson                           5

ARTICLE V: Officers
      Section 5.01              Number and Qualifications                                      5
      Section 5.02              Management Staff                                               5
      Section 5.03              Election                                                       5
      Section 5.04              Newly Elected Officers                                         5
      Section 5.05              Representation to Other Organizations                          5
      Section 5.06              Chairperson                                                    6
      Section 5.07              Vice Chairperson                                               6
      Section 5.08              Chief Administrative Officer                                   6
      Section 5.09              Treasurer                                                      6
      Section 5.10              Compensation of Officers for Expenses                          6
      Section 5.11              Vacancies in the Position of Officers and At-Large Directors
                                to the Executive Committee                                     6

ARTICLE VI: Contracts and Transactions; Staff
      Section 6.01     Borrowing; Transactions in Real Estate                                  6
      Section 6.02     Signatures on Checks and Evidences of Indebtedness                      6
      Section 6.03     Executive of Instruments Generally                                      6
      Section 6.04     Staff                                                                   7

ARTICLE VII: General Provisions
      Section 7.01     Registered Office                                                       7
      Section 7.02     Corporate Seal                                                          7
      Section 7.03     Financial Statements                                                    7
      Section 7.04     Fiscal Year                                                             7
      Section 7.05     Indemnification of Member of the Board of Directors and Officers        7
      Section 7.06     Insurance                                                               7
      Section 7.07     Rules of Order                                                          7

ARTICLE VIII: Amendment of Bylaws
      Section 8.01  Amendments                                                                 7

ARTICLE IX: Liability of Directors and Officers
      Section 9.01      Liability of Directors and Officers                                    7
      Section 9.02      Good Faith                                                             8
      Section 9.03      Best Interest of Corporation                                           8
      Section 9.04      Personal Liability                                                     8
      Section 9.05      Exceptions                                                             8

ARTICLE X: Indemnification of Directors and Officers                                           8
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                                                                 ii
             Section 10.01      Indemnification                             8
             Section 10.02      Expenses                                    8
             Section 10.03      Continuation                                8
             Section 10.04      Non-exclusivity                             8
             Section 10.05      Fund for Indemnification Obligations        9
             Section 10.06      Insurance for Indemnification Obligations   9
             Section 10.07      Notice                                      9
             Section 10.08      Contract for Indemnification                9

ARTICLE XI. Dissolution of Corporation                                      9
      Section 11.01    Dissolution or Liquidation of the Corporation        9




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                                                                 iii
                                                         BYLAWS
                                                             OF
                 ALLEGHENY COUNTY EMERGENCY MEDICAL SERVICES COUNCIL



                                                         ARTICLE I
                                                     Name and Purpose
Section 1.01 Name. The name of the Corporation is Allegheny County Emergency Medical Services Council (hereinafter
    referred to as the “Corporation”), incorporated on November 29, 1984, under the Nonprofit Corporation Law of the
    Commonwealth of Pennsylvania as such law was in effect at the time.
Section 1.02 Purposes. The purposes of the Corporation are those set forth in Item 4 of Corporation's Articles of
    Incorporation.


                                                        ARTICLE II
                                                          Members
Section 2.01 Membership. Membership of the Corporation shall be open to all concerned with emergency medical
    services including representatives of local government, major public or voluntary agencies and organizations
    concerned with the provision of emergency medical services, and consumers and those individuals who are accepted
    for membership in accordance with the regulations adopted from time to time by the Board of Directors.
Section 2.02 Renewal of Membership. Membership of the Corporation will be renewed annually based on attendance at
    regular and annual meetings of the Corporation. Those members who do not regularly attend such meetings of the
    Corporation may be dropped from the membership role upon a majority vote of the Executive Committee.
Section 2.03 Voting Rights. Members of the Corporation shall be entitled to vote for the election of Directors at the
    annual meeting of the Corporation. Each member shall be entitled to one vote, provided such member is present in
    person to cast such vote. Members may not vote by proxy.
Section 2.04 Removal of Members. Any member of the Corporation who has been indicted or charged in any criminal
    matter shall automatically be deemed to have taken a leave of absence from the Corporation effective as of the date of
    the indictment or charge. Any member who is convicted of any criminal offense punishable by imprisonment of one
    year or more, whether or not prison time is actually served, or any crime involving moral turpitude (including fraud,
    bribery, sexual offenses and similar offenses, regardless of punishment), or who enters a plea of guilty or a plea of nolo
    contendere to any such offense, shall automatically be removed from membership without any further action by the
    Corporation.
      Additionally, any complaints or allegations regarding a member will be reviewed by the Executive Committee. The
      Executive Committee will forward the complaint to the Ethics Committee if an investigation is deemed necessary. The
      Ethics Committee will forward its findings and recommendations to the Executive Committee. Should the Executive
      Committee decide that a removal is necessary for any reason, including a determination that the best interests of the
      Corporation will be served thereby, it will convene a special meeting of the Board of Directors. A two thirds (2/3)
      majority affirmative vote of the Directors present in person at any regular or special meeting of the Board of Directors
      at which a quorum is present is required to remove the member. All matters relative to the review process are
      considered confidential.
Section 2.05 Nondiscrimination. The Corporation does not discriminate in its programs, purchasing of goods and services
    and all other activities and shall make all decisions, and take all actions, without regard for sex, age, race, color,
    religion, sexual orientation, national origin, handicap/disability or veteran status.




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                                                              ARTICLE III
                                            Meetings of the Membership of the Corporation
Section 3.01 Annual Meeting. An annual meeting of the membership of the Corporation shall be held Thursday of the
    second week of June in each year if not a legal holiday, and if a legal holiday, then on the next succeeding day which is
    not a legal holiday, at 7:00 pm at the principal office of the Corporation, or at such other day, hour and place, within or
    without the Commonwealth of Pennsylvania, as may be determined from time to time by resolution of the Board of
    Directors. At such meeting, the report of the Board of Directors shall be received and such other business shall be
    transacted as shall properly come before the members. Any business may be transacted at the annual meeting
    irrespective of whether or not the notice calling such meeting shall contain a reference thereto, except as otherwise
    expressly required herein or by law.
Section 3.02 Special Meetings. Special meeting of the membership of the Corporation may be called at any time, for the
    purpose or purposes set forth in the call, by the Chairperson or the Board of Directors or by at least 10% of the
    membership of the Corporation. These special meetings shall be held at the principal business office of the
    Corporation, or at such other place as may be fixed by the Board of Directors.
Section 3.03 Notice. Notice of each annual meeting and of each special meeting of the membership of the Corporation
    shall be sent to each member by any means reasonably expected to reach the recipient, including mail, facsimile,
    overnight express courier, telephone, email or personal delivery, not less than ten (10) days nor more than sixty (60)
    days prior to the date of the meeting. Such notice shall specify the place, day and hour of the meeting and, in the case
    of a special meeting, the general nature of the business to be transacted. No business may be transacted at any special
    meeting other than that stated in the notice of meeting and business that is germane thereto.
Section 3.04 Quorum. A quorum for the transaction of business at any meeting of the membership of the Corporation
    shall consist of not less than twelve percent (12%) of all active members. The acts of a majority of the members
    present in person and entitled to vote at a duly called and noticed meeting shall be the acts of the membership of the
    Corporation.


                                                              ARTICLE IV
                                                           Board of Directors
Section 4.01 Authority. The Board of Directors shall have the power to control the property, affairs and funds of the
    Corporation, and shall have the power and authority to do and perform all acts and functions consistent therewith.
Section 4.02 Number. The Board of Directors shall consist of not more than forty-five (45) nor less than thirty (30)
    Directors.
Section 4.03 Qualifications of Directors. To be eligible to be elected and maintain a position as a Director of the
    Corporation, an individual must meet all of the requirement set forth in paragraphs A, B AND C, below:
       A.           1.     An individual must be a resident of Allegheny County, Pennsylvania, OR
                    2.     An individual must be a full-time employee at a business or other organization in Allegheny County.
       B. In addition to paragraph A, above, an individual must have a demonstrated past or present direct involvement in
          the provision or support of emergency medical services for the benefit of the residents of Allegheny County, or
          have a demonstrated past or present direct involvement in or with an organization that provides or supports
          emergency medical services for the benefit of the residents of Allegheny County.
       C. In addition to paragraphs A AND B, above, an individual must be a member of the Corporation for one (1) year
          immediately prior to the term to which he/she is to be elected as a Director. This requirement may be waived by a
          unanimous vote of the Executive Committee.
Section 4.04 Terms. Each member of the Board of Directors shall be elected at the annual meeting of the membership of
    the Corporation and shall hold office for a term of three (3) years. Membership of the Corporation should be reflected
    on the Board of Directors; and, in accordance with Section 5.01 of these Bylaws, the Officers of the Corporation shall
    also be members of the Board of Directors.
Section 4.05 Newly Elected Members. Newly elected members of the Board of Directors shall assume their duties
    immediately prior to the adjournment of the meeting in which they are elected.



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Section 4.06 Meeting Attendance. Any Director who has failed to attend three (3) consecutive meetings of the Board of
    Directors without excused absences shall be subject to review by the Executive Committee. A recommendation by the
    Executive Committee for a Board Member to be removed shall be implemented upon a majority vote of the Directors
    present in person at a regularly scheduled or special meeting.
Section 4.07 Completion of Unfilled Board Terms. Vacancies on the Board of Directors due to death, resignation or other
    cause shall be filled by election from the membership of the Corporation by the remaining members of the Board of
    Directors at its next meeting. Members so elected shall hold office until the next annual meeting of the Corporation.
Section 4.08 Regular Meetings; Number of Meetings. The Board of Directors shall meet at least four (4) times per year;
    and any business may be transacted at any regular meeting.
Section 4.09 Regular Meetings; Notice. Regular meetings of the Board of Directors shall be held on the third Wednesday
    of the odd numbered months of the year (excluding the month of July each year) at the offices of the Allegheny County
    Medical Society. No notice of regular meetings of the Board of Directors shall be required either as to time, place or
    purposes of such meeting, except that whenever the time or place of regular meetings shall be changed, notice of such
    action shall be given promptly to each member of the Board of Directors not participating in such action.
Section 4.10 Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson, or by any
    member of the Executive Committee of the Board of Directors, or at the written request of one-third (1/3) of the
    members of the Board of Directors. Notice of special meetings shall be provided to each member of the Board of
    Directors at least one day in advance of the meeting. This notice shall state the time and place and the business to be
    transacted at such special meeting.
Section 4.11 Annual Report. The Board of Directors shall annually submit to the members of the Corporation a complete
    report on all activities of the Corporation during the previous year. The report shall include all fiscal data as well as
    projects completed and in progress and shall be submitted at or prior to the annual meeting.
Section 4.12 Annual Meeting of the Board. The regular annual meeting of the Board of Directors in June of each year
    shall be held immediately after and at the same place as the annual meeting of the membership of the Corporation, but
    if the annual meeting of the membership is held at a different date and time, then the Board of Directors shall hold a
    regular meeting immediately thereafter, and such Board of Directors’ meeting shall be the annual organizational
    meeting of the Directors-elect at which meeting the new Board shall organize itself and elect the officers of the
    Corporation for the ensuing year and may transact any other business.
Section 4.13 Quorum. At any meeting of the Board of Directors, the presence in person of at least sixteen (16) Directors
    then in office shall be necessary and sufficient to constitute a quorum for the transaction of business. If a quorum is
    not present at the beginning of any meeting, the meeting may be postponed by a majority vote of the Directors present
    until a quorum is present, but notice of the time and place to which such meeting is rescheduled shall be given to any
    Directors not present by any means reasonably anticipated to notify such Directors at least 8 hours prior to the hour of
    reconvening. Resolutions of the Board shall be adopted, and any action of the Board upon any matter shall be valid
    and effective, with the affirmative vote of at least a majority of the Directors present in person at a meeting duly
    convened. In the event a quorum is present at the beginning of any meeting but is lost during the meeting, the meeting
    may continue, but no action may be taken unless a quorum is re-established.
      The Chairperson of the Board, if present, or if not, the Vice Chairperson, shall preside at each meeting of the Board. In
      the absence of the Chairperson and the Vice Chairperson, the Chief Administrative Officer shall preside at the meeting.
      The Chief Administrative Officer or his designee shall take the minutes at all meetings of the Board of Directors.
Section 4.14 Emergency Vacancies. In the event of death or resignation of Board Members resulting in the loss of a
    quorum, vacancies in the Board of Directors shall be filled by a majority vote of the members of the Board of Directors
    present in person at any meeting of the Board of Directors though less than a quorum. Each person so elected shall
    hold office for the unexpired portion of the term of the Director such person replaced.
Section 4.15 Resignations. Any Director may resign by submitting his resignation to the Chairperson or to the Vice
    Chairperson of the Board, or to the Chief Administrative Officer. Such resignation shall become effective upon its
    receipt by such officer or as otherwise specified therein.
Section 4.16 Approval of Minutes. Minutes of each meeting of the Board of Directors shall be available to each Director
    at or before the next succeeding meeting. Approval of minutes of the prior Board meeting shall be part of the agenda
    of a regularly scheduled Board meeting.




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Section 4.17 Compensation. Remuneration of a Board member for any significant out-of-pocket expenses incurred by a
    Director of the Corporation for activities at which said Director represents the Corporation shall be subject to the
    approval of the Chairperson of the Board of Directors.
Section 4.18 Removal of Directors. Any Director of the Corporation who has been indicted or charged in any criminal
    matter shall automatically be deemed to have taken a leave of absence from the Corporation effective as of the date of
    the indictment or charge. Any Director who is convicted of any criminal offense punishable by imprisonment of one
    year or more, whether or not prison time is actually served, or any crime involving moral turpitude (including fraud,
    bribery, sexual offenses and similar offenses, regardless of punishment), or who enters a plea of guilty or a plea of nolo
    contendere to any such offense, shall automatically be removed from the Board of Directors and the membership
    without any further action by the Corporation.
      Additionally, any complaints or allegations regarding a Director will be reviewed by the Executive Committee. The
      Executive Committee will forward the complaint to the Ethics Committee if an investigation is deemed necessary. The
      Ethics Committee will forward its findings and recommendations to the Executive Committee. Should the Executive
      Committee decide that a removal is necessary for any reason, including a determination that the best interests of the
      Corporation will be served thereby, it will convene a special meeting of the Board of Directors. A two thirds (2/3)
      majority affirmative vote of the Directors present in person at any regular or special meeting of the Board of Directors
      at which a quorum is present is required to remove the Director. The Director whose position is in question shall not
      be permitted to vote in any matter affecting such Director. All matters relative to the review process are considered
      confidential.
Section 4.19 Committees. The following committees, with the powers described herein, shall exist as standing committees
    of the Corporation. In addition, the Chairperson, by resolution of a majority of the Executive Committee, may create
    additional standing committees with such powers as are defined at the time of creation of such committee.
      A. Executive Committee. This Committee shall be composed of the officers, the immediate past Chairperson of the
         Board of Directors, and three (3) members of the Board of Directors elected at-large by the Board of Directors.
         Only those Members of the Board who have served a minimum of 2 of the past 5 years on the Board of Directors
         are eligible. The Chief Administrative Officer shall be a non-voting member of the Executive Committee. The
         Executive Committee shall have all the power of the Board of Directors between meetings of the Board of
         Directors. The Executive Committee shall meet on the call of the Chairperson, and at time and places designated
         by him.
      B. Standing Committees. The chairperson of each standing committee shall be a member of the Board of Directors
          and shall be appointed by the Chairperson of the Board of Directors with the confirmation of the whole Board.
          Committee members will also be appointed by the Chairperson of the Board of Directors with the confirmation of
          the whole Board. All members of the Corporation are eligible for committee membership. All Committee
          Chairpersons shall be directly responsible to the Executive Committee.
                    1.     Nominating Committee - This Committee shall have the responsibility for submitting the names of
                           candidates to serve on the Board of Directors for the election held at the annual meeting. This
                           Committee shall also have the responsibility for nominating candidates to be considered for election as
                           officers of the Corporation and for the three (3) at-large Board of Directors members on the Executive
                           Committee. This Committee shall receive requests for membership of the Corporation and make the
                           appropriate recommendations to the Board of Directors. This Committee shall also have the
                           responsibility for periodically reviewing these Bylaws of the Corporation and recommending such
                           amendments to these Bylaws as the Committee deems to be in the best interest of the Corporation.
                    2.     Communications Committee - This Committee is responsible to review the EMS Communications plan
                           for Allegheny County. Additionally, this Committee will develop, review and update radio utilization
                           criteria.
                    3.     Disaster Planning and Response Committee - This Committee will assist the EMS Coordinator with
                           developing and implementing disaster plans; disaster response training; the National Disaster
                           Management System and the Disaster Medical Assistance Team; and the Disaster Operations Group.
                    4.     Ethics Committee - This Committee is responsible to review complaints, allegations, or charges against
                           members of the Corporation, as assigned by the Executive Committee. All findings shall be forwarded
                           to the Executive Committee for disposition. All matters relative to the review process are considered
                           confidential.



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                                                                     4
                    5.     Field Response and Transportation Committee - This Committee will review and update, as needed, the
                           Allegheny County Field Response Strategy. Additionally, the Committee will review and recommend
                           the distribution of grant monies to the Executive Committee and the Board of Directors.
                    6.     Training Committee - This Committee is responsible to review new educational methods, equipment,
                           techniques for use in the prehospital setting. Additionally, this Committee will assist the recognized
                           Training Institutes in providing high quality, standardized EMS programs throughout Allegheny County.
                    7.     Medical Direction Committee - This Committee is comprised of physicians who have a direct impact on
                           the provision of EMS in Allegheny County. This Committee will review information, equipment,
                           procedures.
                    8.     Paramedic Coordinators Committee - This Committee is comprised of the hospital based EMT-
                           Paramedic Coordinators, Hospital based Coordinators or their designee. This Committee will work to
                           standardize the prehospital treatment of patients within Allegheny County, review new information,
                           evaluate equipment, and recommend policies and procedures.
                    9.     Public Information and Education Committee - This Committee is responsible for informing and
                           educating the public about EMS related issues and for the administration of the Allen S. Schattner
                           Scholarship.
                    10. CISM - This Committee is responsible for coordination of critical incident stress management activities.
                    11. Annual Meeting – This Committee is responsible for coordination and planning of the annual meeting of
                        the Corporation.
      C.      Ad Hoc and/or Special Committees. Ad Hoc and/or other special committees may be appointed by the
              Chairperson.
Section 4.20 Appointment of Ad Hoc and Special Committee Chairpersons. The Chairperson shall appoint all chairs to all
    Ad Hoc and Special Committees.


                                                               ARTICLE V
                                                                 Officers
Section 5.01 Number and Qualification. The officers of the Corporation shall consist of a Chairperson, a Vice-
    Chairperson and a Treasurer, each of whom shall be a member of the Board of Directors. The Board of Directors may
    also, from time to time, appoint such other officers, assistant officers and agents with such titles and duties as it deems
    expedient. Any two or more offices may be held by the same person except that the offices of Chairperson and Chief
    Administrative Officer shall not be held by the same person. The officers, with the exception of Chief Administrative
    Officer, shall be members of the Board of Directors and will have the powers and perform the duties customarily
    assigned to their respective offices.
Section 5.02 Management Staff. The Executive Committee, with an affirmative vote of a majority of Directors present in
    person at a regularly scheduled meeting, may employ a Chief Administrative Officer. This position of Chief
    Administrative Officer is a non-voting “ex officio” member of both the Executive Committee and the Board of
    Directors. The Chief Administrative Officer Board position shall not be considered in computing a quorum for
    meeting or in setting parameters for the number of Board positions that are to be filled.
Section 5.03 Election. All officers shall be elected biennially by the Board of Directors and shall serve for a term of two
    (2) years or until the term of such person as a member of the Board of Directors of the Corporation ends, which ever
    occurs first, or until their successors have been duly elected and shall have qualified. Notwithstanding the preceding, a
    two thirds majority of all members of the Board of Directors, by affirmative vote, shall have the right at any time to
    remove any one or more of such officers, with or without cause.
Section 5.04 Newly Elected Officers. Newly elected officers of the Corporation shall assume their duties immediately
    prior to the adjournment of the meeting in which they are elected.
Section 5.05 Representation to Other Organizations. The Chairperson or his/her designee shall represent the Corporation
    at any meeting of any organization or committee of which the Corporation is a member.
Section 5.06 Chairperson. The Chairperson shall exercise general supervision over the affairs of the Corporation. He/she
    will deliver the Annual Report of the Board of Directors at the annual meeting of the membership of the Corporation.

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      He/she shall be the Chief Executive Officer of the Corporation and shall have all of the powers and duties usually
      exercised by, and incident to, the office of the Chairperson. Unless he/she is a regular member thereof, he/she shall be
      an ex-officio member of all committees of the Corporation. He/she shall perform such other and further duties as shall
      from time to time be delegated to him/her by the Board of Directors or the Executive Committee.
Section 5.07 Vice Chairperson. In the event of the absence or incapacity of the Chairperson, the Vice-Chairperson shall
    have and exercise all powers and duties of the Chairperson.
Section 5.08 Chief Administrative Officer. The Chief Administrative Officer shall be the secretary of the Corporation. It
    shall be the duty of the Chief Administrative Officer (a) to keep or cause to be kept at the principal offices of the
    Corporation a membership book containing the name and address of each member, a copy of the Articles of
    Incorporation and of these Bylaws; (b) to keep or cause to be kept at the principal office of the Corporation an original
    or duplicate record of the proceedings of the Board of Directors and of any committees appointed by the Board of
    Directors; (c) to be custodian of the corporate records and of the seal of the Corporation and to see that the seal is
    affixed to such documents as may be necessary or advisable; (d) to be custodian of the contracts, policies, leases, deeds
    and other indicia of title, and all other original and corporate business records of the Corporation (except tax matters,
    financial documents and accounting records); and (e) to perform all duties incident to the function of the Chief
    Administrative Officer or secretary and such other duties as may from time to time be prescribed by the Executive
    Committee.
Section 5.09 Treasurer. The Treasurer shall be the financial and accounting officer of the Corporation. It shall be the duty
    of the Treasurer (a) to be the principal officer in charge of tax and financial matters and of the accounting department
    of the Corporation; (b) to have charge and custody of and be responsible for the corporate funds; (c) to keep or cause to
    be kept appropriate, complete and accurate books or records of account of all the business and transactions of the
    Corporation; (d) to render to the Chairperson and the Board of Directors, whenever they may require it, an account of
    all his transactions as Treasurer and a report as to the financial position and operations of the Corporation; and (e) to
    perform all duties incident to the office of treasurer and such other duties as may from time to time be prescribed by the
    Board or by the Chairperson. All books or records kept by the Treasurer shall be open at all times for inspection by the
    Board of Directors.
Section 5.10 Compensation of Officers for Expenses. The compensation of the officers for expenses incurred as a result of
    Corporation business shall be determined by the Board of Directors and approved for reimbursement by the
    Chairperson.
Section 5.11 Vacancies in the Positions of Officers and At-Large Directors to the Executive Committee. In the event that
    an elected officer's position or an “At-Large Director to the Executive Committee” position becomes vacant, then the
    Executive Committee shall nominate an individual for the position. The Board of Directors, at the next regularly
    scheduled or special meeting, shall vote to affirm the nominee for the position. A vote of the majority of Board
    members present in person at regularly scheduled or special meetings shall be needed to affirm an individual to fill a
    position of an elected officer or “At-Large Director to the Executive Committee.” The only exception to this is when
    the annual meeting of the membership, at which elections occur, would be held prior to any Board meeting; in such a
    circumstance, the vacancy shall be filled in the same manner as other elected positions which are due to be filled at an
    annual meeting.


                                                        ARTICLE VI
                                             Contracts and Transactions; Staff
Section 6.01 Borrowing, Transactions in Real Estate. The borrowing of money and the purchase, sale and lease of real
    estate by the Corporation shall require the approval of the Board of Directors.
Section 6.02 Signatures on Checks and Evidences of Indebtedness. Checks and evidence of indebtedness of the
    Corporation shall be signed by the Chairperson or Vice Chairperson and the Treasurer of the Corporation or by any one
    of such officers and such other individuals as the Board of Directors from time to time may designate.
Section 6.03 Execution of Instruments Generally. Contracts and, except as provided in Section 6.02, other instruments
    requiring execution by the Corporation may be executed and delivered by the Chairperson or Vice Chairperson, and the
    Chief Administrative Officer or Treasurer of the Corporation; or by any one of such officers and such other individuals
    as the Board of Directors may designate.




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Section 6.04 Staff. The Executive Committee shall employ a Chief Administrative Officer for the prompt and orderly
    transaction of the business of the Corporation, prescribe his/her duties and conditions of his/her employment, fix
    his/her compensation, if applicable, and dismiss him/her; provided, however, that no employment contract lasting
    longer than two years or providing annual compensation in excess of a pre-determined and mutually agreed upon
    amount, as set forth in the proposed employment contract, shall be entered into by the Executive Committee or
    terminated by them without the approval of the Board of Directors.


                                                       ARTICLE VII
                                                     General Provisions
Section 7.01 Registered Office. The registered office of the Corporation shall be located at 808 Ridge Avenue, in the City
    of Pittsburgh, County of Allegheny, Pennsylvania, c/o Allegheny County EMS Coordinator's Office. The Corporation
    may also have offices at such places within or without the Commonwealth of Pennsylvania as the business of the
    Corporation may require.
Section 7.02 Corporate Seal. The Board of Directors shall prescribe the form of a suitable corporate seal, which shall
    contain the full name of the Corporation and the year and state of incorporation.
Section 7.03 Financial Statements. The Board of Directors may employ a certified public accountant (or a firm thereof) to
    audit or review the annual financial statements of the Corporation in accordance with generally accepted accounting
    standards, and may distribute such audited or reviewed financial statements, together with the accountant's opinion
    thereon, should one be given, to the Board of Directors.
Section 7.04 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of July and end on the last day of
    June of each year.
Section 7.05 Insurance. The Corporation may carry such insurance as the Board of Directors may from time to time
    consider proper for protection of the Corporation and its Directors, officers and certain designated employees.
Section 7.06 Rules of Order. The rules contained in “Robert's Rules of Order Revised,” as modified or applied from time
    to time by the Chairperson, with the approval of the Board of Directors, shall govern the Corporation in all cases to
    which they are applicable and in which they are consistent with these administrative regulations.
Section 7.07 Gender Neutral. Whenever any terms denoting or implying gender are used in these Bylaws, such terms shall
    be construed in a gender neutral manner.


                                                       ARTICLE VIII
                                                   Amendment of Bylaws
Section 8.01 Amendments. These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by a
    resolution adopted by a two-thirds (2/3) affirmative vote of the Directors present at any special or regular meeting,
    provided that notice of the proposed amendment or the general nature thereof is given at least thirty (30) days prior to
    the meeting. Any action taken by the Board of Directors under this Section 8.01 shall be reported to the membership
    of the Corporation at the next annual meeting.


                                                        ARTICLE IX
                                             Liability of Directors and Officers
Section 9.01 Liability of Directors and Officers. A Director or officer of the Corporation shall stand in a fiduciary relation
    to the Corporation and shall perform his or her duties as a Director or officer, including his or her duties as a member
    of any committee of the Board of Directors upon which he or she may serve, in good faith, in a manner he or she
    reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill
    and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her
    duties, a Director or officer shall be entitled to rely in good faith on information, opinions, reports or statements,
    including financial statements and other financial data, in each case prepared or presented by any of the following:
      A. One or more officers or employees of the Corporation whom the Director or officer reasonably believes to be
         reliable and competent in the matters presented;

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      B. Counsel, public accountants or other persons as to matters which the Director or officer reasonably believes to be
         within the professional or expert competence of such persons; or
      C. A committee of the Board of Directors upon which he or she does not serve as to matters within its designated
         authority, which committee the Director or officer reasonably believes to merit confidence.
Section 9.02 Good Faith. A Director or officer shall not be considered to be acting in good faith if he or she has
    knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
Section 9.03 Best Interest of Corporation. In discharging the duties of their respective positions, the Board of Directors,
    committees of the Board of Directors and individual Directors and officers may, in considering the best interests of the
    Corporation, consider the effects of any action upon employees, upon suppliers and customers of the Corporation and
    the communities which it serves, and all other pertinent factors. The consideration of these factors shall not constitute
    a violation of the Director's or officer's duties hereunder. Absent breach of fiduciary duty, lack of good faith or self-
    dealing, actions taken as a Director or officer, or any failure to take any action, shall be presumed to be in the best
    interests of the Corporation.
Section 9.04 Personal Liability. A Director or officer of the Corporation shall not be personally liable, as such, for
    monetary damages for any action taken, or any failure to take any action, unless:
      A. The Director or officer has breached or failed to perform the duties of his or her office as set forth in these Bylaws
         and in the Pennsylvania Nonprofit Law; and
      B. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
Section 9.05 Exceptions. The provisions of this Section shall not apply to:
      A. The responsibility or liability of a Director or officer pursuant to any criminal statute; or
      B. The liability of a Director or officer for the payment of taxes pursuant to local, state or federal law.

                                                          ARTICLE X
                                          Indemnification Of Directors And Officers
Section 10.01 Indemnification. The Corporation shall indemnify any Director or officer, and may indemnify any other
    employee or agent, who was or is a party to, or is threatened to be made a party to, or who is called as a witness in
    connection with, any threatened action, whether civil, criminal, administrative or investigative, by reason of the fact
    that he or she is or was a Director, officer, employee or agent of the Corporation or a Director, officer, employee or
    agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the Corporation,
    against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably
    incurred by him or her in connection with such action, suit or proceeding unless the act or failure to act giving rise to
    the claim for indemnification is determined by a disinterested majority of the Board of Directors, which may retain
    independent counsel in making such determination, to have constituted willful misconduct, recklessness, or self-
    dealing.
Section 10.02 Expenses. The Corporation shall pay expenses incurred by an officer or Director, and may pay expenses
    incurred by any other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of the
    final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to
    repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the
    Corporation, unless the act or failure to act giving rise to the claim for indemnification is determined by a disinterested
    majority of the Board of Directors, which may retain independent counsel in making such determination, to have
    constituted willful misconduct, recklessness, or self-dealing.
Section 10.03 Continuation. The right to indemnification and advancement of expenses provided herein shall, unless
    otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer,
    employee or agent, and shall inure to the benefits of the heirs, executors and administrators of such person.
Section 10.04 Non-exclusivity. The indemnification and advancement of expenses provided by, or granted pursuant to,
    this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement
    of expenses may be entitled, both as to action in his or her official capacity with the Corporation and as to action in
    another capacity while holding such office with the Corporation, under any Bylaw, agreement, contract, vote of a
    disinterested majority of the Board of Directors, or pursuant to the direction of any court of competent jurisdiction.



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Section 10.05 Fund for Indemnification Obligations. The Corporation shall have the authority to create a fund of any
    nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner, its
    indemnification obligations, whether arising under these Bylaws or otherwise. This authority shall include, without
    limitation, the authority to (i) deposit funds in trust or in escrow, (ii) establish any form of self-insurance, (iii) secure its
    indemnity obligation by grant of a security interest, mortgage or other lien on the assets of the Corporation or (iv)
    establish a letter of credit, guaranty or surety arrangement for the benefit of such persons in connection with the
    anticipated indemnification or advancement of expenses contemplated by this Article. The authority granted by this
    Section shall be exercised by the Board of Directors of the Corporation.
Section 10.06 Insurance for Indemnification Obligations. The Corporation may purchase and maintain insurance on
    behalf of any person who is or was a Director or officer or representative of the Corporation, or is or was serving at the
    request of the Corporation as a representative of another corporation, partnership, joint venture, trust or other
    enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as
    such, whether the Corporation has the power to indemnify him or her against such liability under the laws of this or any
    other state.
Section 10.07 Notice. As soon as practicable after receipt by any person specified in this Article of notice of the
    commencement of any action, suit or proceeding specified in this Article, such person shall, if a claim with respect
    thereto may be made against the Corporation under this Article, notify the Corporation in writing of the
    commencement or threat thereof; however, the omission to notify the Corporation shall not relieve the Corporation
    from any liability under this Article, unless the Corporation shall have been prejudiced thereby, or from any other
    liability which it may have to such person other than under this Article. With respect to any such action as to which
    such person notifies the Corporation of the commencement or threat thereof, the Corporation may participate therein at
    its own expense and, except as otherwise provided below, to the extent that it desires, the Corporation, jointly with any
    other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel selected by the
    Corporation to the reasonable satisfaction of such person. After notice from the Corporation to such person of its
    election to assume the defense thereof, the Corporation shall not be liable to such person under this Article for any
    legal or other expenses subsequently incurred by such person in connection with the defense thereof other than as
    otherwise provided below. Such person shall have the right to employ his or her own counsel in such action, but the
    fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof
    shall be at the expense of such person unless: (i) the employment of counsel by such person shall have been authorized
    by the Corporation; (ii) such person shall have reasonably concluded that there may be a conflict of interest between
    the Corporation and such person in the conduct of the defense of such proceeding or (iii) the Corporation shall not in
    fact have employed counsel to assume the defense of such action. The Corporation shall not be entitled to assume the
    defense of any proceeding brought by or on behalf of the Corporation or as to which such person shall have reasonably
    concluded that there may be a conflict of interest.
Section 10.08 Contract for Indemnification. A contract shall exist between the Corporation, its Directors and officers with
    respect to indemnification and advancement of expenses as provided by this Article and as otherwise provided by
    applicable law.

                                                          ARTICLE XI
                                                   Dissolution of Corporation
Section 11.01 Upon the dissolution or liquidation of the Corporation, whether such be de jure or de facto, in whole or in
    part, the Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation,
    distribute any remaining assets to such one or more organizations exempt from federal tax under Section 501(c)(3) of
    the Internal Revenue Code whose activities and purposes, in the sole judgment of the Directors, are substantially
    similar to those of the Corporation, or to a state or local government, or agency or designee of such government, which
    shall use such assets for a public purpose. If the Directors are not able to act to distribute the assets of the Corporation,
    petition for an order of dissolution may be made to a court of competent jurisdiction in the county in which the
    principal office of the Corporation is then located. Under no circumstances shall any remaining assets be distributed to
    Directors, members and/or officers of the Corporation.




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Description: Pennsylvania Notice of Article of Incorporation document sample