ARTICLE I
NAME, LOCATION AND OFFICES
Section 1.1 Name
The name and purpose of the organization shall be set forth herein and shall be referred to hereinafter as Association. The powers of the officers and members, and all matters relative to the conduct of the Association shall be contained herein, provisions of which may be amended at the annual meeting. The official name of the organization shall be "National Native American Emergency Medical Services Association" and may be abbreviated as NNAEMSA.
Section 1.2 Office and Agent
The Association shall maintain a registered office in the state of incorporation.
Section 1.3 Other Offices
The Association may have other offices at such place or places, within or outside the state of incorporation, as the Board of Directors may determine from time to time or the affairs of the Association may require.
ARTICLE II
PURPOSES AND GOVERNING INSTRUMENTS
Section 2.1 Purpose
This Association is organized for the purpose of providing high quality Emergency Medical Services, Education, Training, and Resources for Native American Communities. The Association is a voluntary association of individuals as set forth in the Articles of Incorporation, are exclusively educational within the meaning of Section 501©(3) of the Internal Revenue Code of 1986, as amended (the "Code").
ARTICLE III
MEMBERSHIP
Section 3.1 Membership
Membership in the Association is open to those individuals who share the purpose of this Association.
Section 3.2 Requirements
Membership in the Association is attained and held by:
(i) filling out a membership application form and being accepted as a member by the Association, and
(ii) by meeting such other requirements as the Board of Directors may from time to time establish.
Section 3.3 Categories
The Association has three categories of membership - Active, Associate and Honorary; however the Board of Directors may establish other categories as warranted. The Board of Directors recognizes that different levels of services exist and may provide different membership dues based upon the category to which a member may belong.
Section 3.4 Active Members
Emergency Medical Technicians (EMT), Emergency Medical Services (EMS) program administrators/coordinators, physicians, and nurses who are actively providing emergency medical services to Native American Communities as well as all Native American Licensed/Certified emergency medical services personnel and first responders, shall be eligible to become active members of the Association. Persons in this category are entitled to make motions, vote, and hold office within the Association.
Section 3.5 Associate Members
An Associate member is any person who does not meet the active membership requirements as outlined in 3.4. Members in this category cannot make motions, vote, or hold office within the Association.
Section 3.6 Honorary Membership
Upon the recommendation of (1) one active member, seconded and approved by majority vote of membership present, the title of honorary membership may be conferred upon any person or organization who has rendered extraordinary services to the Association. Members in this category have no official privileges within the Association except those privileges provided by the Board of Directors.
Section 3.7 Membership Dues
All members other than Honorary members shall pay annual membership dues within thirty (30) days of receiving notice from Association of the requirement of such dues, or the expiration date of current membership. The membership dues shall be determined by the Board of Directors.
Section 3.8 Voting Privileges
Only Active members in good standing, as designated by the Board of Directors, will have voting privileges and are limited to (1) one vote per member, on matters properly brought before the Board of Directors or the membership at any meeting at which a quorum of the Board of Directors is present. Every member has the right to abstain from voting.
Section 3.9 Broad Powers
The Board of Directors shall have the power to establish and maintain a Policies and Procedures Manual, a Guideline for Members Manual and such other manuals as the Board of Directors deems necessary.
Section 3.10 Responsibilities of Members
It is the responsibility of each member of the Association to be familiar with and abide by these Bylaws and the manuals of the Association.
Section 3.11 Suspension or Termination of Membership
Members of the Association may be suspended or their membership terminated, by a majority vote of the Board of Directors. Each member must be given at least fifteen (15) days', prior written notice which shall set forth the reasons for the suspension or termination. The Board of Directors shall provide an opportunity for the member to present arguments opposing such suspension or termination, orally or in writing, before the effective date of said suspension or termination, to the Board of Directors. The Board of Directors may suspend or terminate any member who has violated any provision of the Association by-laws, policies, or procedures. All suspensions or terminations shall be final without any right of appeal. Any membership dues paid by a terminated member will be refunded on a prorata basis by the Association.
ARTICLE IV
MEETINGS
Section 4.1 Meetings
Meetings of the Association may be held wherever deemed to be appropriate by the President and when a quorum of the Board of Directors or membership will be present.
Section 4.2 Responsibilities
It shall be the responsibility of the Board of Directors to conduct the business of the Association, but only after a majority vote of the Board of Directors.
Section 4.3 Annual Meeting
An annual meeting of the Association shall be held during the calendar year at a site selected by the Officers. The Association shall meet at least once a year.
Section 4.4 Special Meetings
Special meetings of the Association may be called at any time by the President, a majority of the Board of Directors, or by a majority of the active membership.
Section 4.5 Emergency Telephone Conferences
Emergency telephone conference meetings of the Board of Directors are permitted providing five (5) days advance notice and an agenda shall be provided to all Board of Directors members. A majority of the Board of Directors members must participate in the conference call meeting.
Section 4.6 Notice of meetings
A written notice of all meetings of the Board of Directors will be given not less than ten (10) working days prior to the scheduled meeting. Such notice shall include the date, time, and place of the meeting. An agenda will be sent to each Board of Directors member not less than 48 hours in advance.
Section 4.7 Quorum required
A quorum will consist of at least a simple majority of the Board of Directors in order to conduct business of the Association.
Section 4.8 Written Proxy
Written proxy votes are not acceptable for any issue before the membership or Board of Directors.
Section 4.9 Action by vote
When a quorum of the Board of Directors is present at any meeting, a majority vote properly cast upon the question. The Board of Directors may vote by electronic mail, including election to office, shall decide the question. Removal from office requires a 2/3 majority vote of the entire Board of Directors present and voting.
Section 4.10 Presiding Officer
Meetings shall be presided over by the President of the Association, or if he is not present or should decide to recuse himself, by the Vice President. If the Vice President should not be present also, or shall decide to recuse himself, then the Secretary of the Association shall preside.
ARTICLE V
Section 5.1 Authority and Responsibility of the Board of Directors
  • The management of the affairs of the Association shall be vested in the Board of Directors; and all the powers, duties, and functions of the Association conferred by the Articles of Incorporation, these By-laws, and State and Federal statutes shall be exercised or performed, by the Board of Directors.
  • The Board of Directors shall have supervision, control and direction of the management, affairs and property of the Association; shall determine its policies or changes therein; and shall actively prosecute its purpose and objectives and supervise the disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business and the business of the Association as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to an executive committee or Executive Director with oversight by the full Board of Directors. Under no circumstances, shall any actions be taken which are inconsistent with the Articles of Incorporation, these By-laws, policies or procedures of the Association.
  • The Board of Directors may, from time to time, appoint, as advisors, persons whose advice, assistance, and support may be deemed helpful in determining policies and formulating programs for the carrying out the purposes and functions of the Association.
  • The Board of Directors is authorized to employ an Executive Director and to pay reasonable compensation for the services performed and expenses incurred by such. The Board of Directors is also authorized to utilize other persons, including attorneys, trustees, agents, and assistants for the management of the Association.
  • The Board of Directors shall have full power and authority to review and approve in advance both short term and long term budgets, and operating income and expenditures of the Association and to exercise such other supervision and control over the affairs and property of the Association as the Board of Directors may deem necessary or desirable to ensure that the purposes and functions of the Association are carried out.
Section 5.2 Board of Directors
The Board of Directors shall be elected from and by the membership of the Association and shall be responsible for electing the Executive Officers from within the Board of Directors. The Board of Directors will be responsible for making recommendations to the President, assisting with the annual Conference, chair committees and other such duties as may be deemed necessary and approved by the President.
Section 5.3 Number and Qualification
The officers shall be:
  • the President,
  • Vice President,
  • Secretary,
  • Treasurer,
  • nine (9) Directors,
  • and a Parliamentarian.
Directors shall be elected by and from the membership of the Association at the Annual Meeting, except those appointed by the President fulfilling a term vacated by death, resignation, or removal until the next Annual Meeting. The Board of Directors shall be made up of at least 60% Native Americans.
Section 5.4 Tenure
(i) Except otherwise provided, Board of Director members shall hold office for a two year term, or until their respective successor is chosen and qualified.
(ii) Executive Officers shall hold office for a one year term, or until their respective successor is chosen and qualified.
Section 5.5 Schedule of Elections
Board of Directors members are to be elected in odd and even years with six (6) members scheduled for election on even years and seven (7) on odd years unless additional seats must be filled due to incomplete terms.
Section 5.6 Eligibility
Any Active Member who is in good standing with the Association and who has been a member of the Association for at least one year prior to election is eligible to serve on the Board of Directors.
Section 5.7 President
The President shall preside over official meetings of the Association. The President shall designate duties and special responsibilities as he deems appropriate to meet the goals of the Association.
Section 5.8 Vice President
The Vice President shall preside at meetings of the Association in the absence of the President and chair the Audit Committee, in addition to other responsibilities as required.
Section 5.9 Secretary
The Secretary shall preside at meetings in the absence of both the President and Vice President, and will attend all meetings of the Association, or make arrangements for a substitute in advance of the meeting. Be responsible for the recording of the minutes of all meetings and process a written report and mail same to each Board of Directors member and others upon request within thirty (30) days of such meeting.
Section 5.10 Treasurer
The Treasurer shall be the chief financial officer of the Association, subject to the direction and control of the Board of Directors. The Treasurer will have general charge of the financial affairs of the Association. The Treasurer shall submit financial reports at each meeting to the Board of Directors regarding the financial condition of the Association and maintain the Association's accounts.
Section 5.11 Parliamentarian
The Parliamentarian shall be appointed by the Board of Directors as a non-voting member and will be responsible for insuring that all meetings of the Association are conducted in accordance with "Robert's Rules of Order".
ARTICLE VI
RESIGNATIONS AND REMOVAL OF OFFICERS
Section 6.1 Requests for Removal by Active Member
Any Active Association Member may seek removal of one of the Board of Directors, for cause, by submitting a written recommendation to any member of the Board of Directors. Written notice must be received at least thirty (30) days prior to the next scheduled Board of Directors meeting. The named person shall be offered the opportunity to be heard before the Board of Directors prior to any decision to remove them is taken by the Board of Directors. Removal of the member will require a 2/3-majority vote of all Board of Directors present and voting. When a member of the Board of Directors resigns or is removed for cause, the President shall appoint from the active membership a person to fill the vacated unexpired term.
Section 6.2 Board of Directors Removals
The Board of Directors will have the authority to recommend removal of any Board of Directors Member for any of the following:
  • Failure to maintain Active Membership in the Association
  • Failure to attend two consecutive regular meetings of the Board of Directors
  • Failure to complete specified duties in an orderly and timely manner
  • Noncompliance with the provisions of these by-laws or of other Association rules, procedure, State or Federal statutes
  • Conduct, which by the determination of the Board of Directors, is said to be detrimental to the Association
Section 6.3 Incapacitation
A Director shall be deemed incapacitated if for any reason he or she is unable to carry on the duties of his or her office as determined by a vote of 2/3 of the Board of Directors present and voting.
ARTICLE VII
BY-LAW CHANGES
Section 7.1 By-law Changes
By-laws may be amended or repealed by a 2/3 vote of the Active Membership present at the annual meeting or such special or emergency meeting called for the purpose of changing the by-laws.
ARTICLE VIII
COMMITTEES
Section 8.1 Audit Committee
The Audit Committee shall consist of the Vice President as chairperson. The President shall appoint one member of the Board of Directors and one member of the Active Membership to serve on this committee. The Audit Committee shall meet after the close of the fiscal year and prior to the first Board of Directors meeting of the new fiscal year.
Section 8.2 Committees
The President, after consultation with the Board of Directors shall appoint such other committees as he deems necessary to carry out the management and business of the Association.
ARTICLE IX
PROCEDURES AND POLICIES
Section 9.1 Procedures and Policies
The Board of Directors may, by a majority vote, and at any meeting, approve policy for the operation of the Association and may include financial or other concerns not contained within these By-laws. Approved policy shall have the same effect as the By-laws, so long as no other conflict with any provision of these by-laws.
Section 10.1 Dissolution
If for any reason this Association ceases to exist any remaining assets of this Association shall be transferred to another Native American 501C entity.


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