ByLaws

BY- LAWS

TENNESSEE AMBULANCE SERVICE ASSOCIATION

(As Amended February 2022)

Article I

Section I-Name: This Association shall be known as the Tennessee Ambulance Service Association.

Section II-Object: The object of this association is: to secure harmony in business; to cultivate a more friendly spirit socially; to elevate and bring to a higher state of perfection our profession; to enlighten and direct public opinion in relation to the laws on ambulance service in Tennessee; to disseminate correct principles of business management and the best method of protecting the interest of the ambulance services in professional practice and the general public; to safeguard the common interest of its members; and to foster and maintain among them high professional ideals of public service.

Article II

Section I-Membership: There shall be three forms of membership in this Association:

  1. Active Membership: Active membership shall consist of organization actually, openly, and lawfully engaged in the practice of ambulance service in the State of Tennessee, holding license as issued by the Division of Emergency Medical Service, Department of Health, State of Tennessee, upon application and acceptance for membership. Organization shall be defined as any firm, partnership, division of government, company or corporation, or volunteer association. Each organization shall be entitled to one (1) vote.
  2. Honorary Membership: Honorary membership shall consist of persons not actually engaged in ambulance service or related fields who are voted into such membership.
  3. Associate Membership: Associate membership shall consist of builders and/or suppliers of ambulance vehicles, builders and/or suppliers of emergency medical supplies, person and/or firms engaged in allied fields who build and/or supply non-medical emergency equipment, communications equipment, suppliers of insurance protection, departments of the Federal, State, County and Municipal Governments, development districts and other agencies or industries involved in the emergency medical services profession. Associate membership will have no vote, but will be entitled to exhibitor fee discounts and advertising space in the Association newsletter.

Section II-Application  Application for membership shall be on forms furnished by the association and shall be accompanied by one- (1) year’s dues. The board of Directors shall determine the form and content of the membership blank.

Section III-Names of Applicants  When the application is for Active membership the application shall be made in the name of such organization as defined herein, and membership shall be issued as such.

Section IV-Rejection of Applications: All applications shall be referred to the Board of Directors who shall accept or reject such application. If the Board of Directors decision is for rejection of any application, such applicant may appeal such decision of the board and may be set aside by 2/3-majority vote of members present.

Section V-Assignment of Membership: Membership in this Association is not assignable or transferable.

Article III

Section I-Payment of Dues:  The annual dues for all classes of membership shall be payable on or before August 1st of each year, and shall be remitted directly to the Secretary-Treasurer of the Association.

Section II-Active Member Dues:  The annual dues for Active membership in the Association shall be $275.00 plus $20.00 for each licensed ambulance vehicle.

Section III-Honorary Dues:  Honorary membership in the Association is Complimentary.

Section IV-Certificate: Each Active membership shall receive a membership certificate.

Section V-Membership Standing:  In order for any member to remain in good standing, dues shall be paid according to Section I of this Article.

Section VI-Associate Dues:  The annual dues for Associate membership in this Association, shall be $200.00.

Article IV

Section I-Annual Meeting: The annual meeting of this Association shall be held during the Mid-Winter Conference at such time and place that as be determined by the Association when in session, but if the Association fails to determine the time and place, or if it becomes necessary for any reason to change the time and place fixed by the Association when in session, the Board of Directors is hereby authorized to designate such time and place for the Annual Meeting or convention. A written or printed notice of all meetings shall be sent to each member at least thirty (30) days prior to the date of Annual Meeting or Convention, by the Secretary.

Section II-Special Meetings: The President shall be empowered to call special meetings of this Association at such time and place as he/she may deem advisable provided that a printed or written notice shall be sent to all members ten (10 days prior to the meeting. Such notice may be omitted by unanimous consent of all members of the Board of Directors.

Section III-Officers of the Board:  The President or Vice-President and Secretary or designee  shall be physically present and act at all meetings of the Association and Board of Directors.

Section IV-Quorum:  A majority of the active members either in person or proxy at any regular or special meeting shall constitute a quorum for the transaction of business in this Association. The exception will be the Annual Association meeting held at the Mid-Winter Conference where the quorum to conduct business will be defined as the majority of active members registered for the conference.

Section V-Quorum for Board Meetings:  Eight (8) Directors participating in person or by electronic teleconference or video conference being counted as present at any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business.

Section VI-Confidentiality:  To insure every member full and free discussion at the meeting of the Association and in order that it may be done without reserve, all discussions shall be considered and treated confidential. Any member divulging the affairs of the Association shall be subject to a fine, suspension, or expulsion, by the Board of Directors, after a fair and impartial hearing may determine. Fines of not more than $100.00, and or suspension of not more than one year may be imposed.

Section VII-Order of Business:  The order of Business of the meetings shall be as follows:

    1. Roll Call
    2. A quorum being present, the President shall call the meeting to order.
    3. Reading of the Minutes of the previous meeting and disposal of any unapproved minutes.
    4. Report of the President.
    5. Annual Report of Officers.
    6. Report of Board of Directors.
    7. Report of Committees.
    8. Unfinished Business.
    9. Election of Nominees for appointment to the State Emergency Medical Services Advisory Board.
    10. Election of Officers.

Roberts “Rules of Order, Revised” is adopted as the rules governing all meetings.

Article V

Section I-Soliciting:  Any member of this association who shall be guilty of soliciting or employing persons to solicit business, or agreeing to pay or paying a commission or fee or anything in conflict with the code of ethics, which has a tendency to degrade the profession or impair the honor thereof shall, upon conviction, be expelled from the membership in the Association.

Section II-Violation of By-Laws:  A member may be suspended for a period not to exceed one year or expelled for cause, such as for violation of the By-Laws or rules or regulations of the Association or for conduct prejudicial to the best interest of the Association. Such suspension or expulsion shall be by two-thirds vote of the membership of the Board of Directors, provided that a statement of said charges shall have been mailed by registered mail to the member under charges at his last recorded address at least fifteen (15) days before final action is taken thereon. A notice of the time and place where the Board of Directors is to take such action in the premises shall accompany this statement. Said member shall have been given an opportunity to present a defense at the time and place mentioned in such notice.

Section III-Trial:  No member shall be put to trial by the Board of any offense, unless the charges are in writing, distinctly specifying the nature of cause of the complaint, the time and place of the alleged offense and the names and addresses of witnesses, if any. The charges shall be delivered to the Secretary of the Association whose duty it shall be to make an exact and true copy of the charges and promptly send to members against whom the complaint is made and to notify them when and where the complaint will be heard. The charges shall be heard in person or by affidavit or deposition as may be agreed upon between the parties or as directed by the Board of Directors.

Article VI

Section I-Board of Directors:  The activities of this Association shall be governed by a Board of Directors which shall consist of the President, Immediate Past President, and the Vice-president, Secretary, Treasurer, three other members of the Association elected as Regional Directors and a Director appointed by each of the State Chartered Directors Associations.  The Board of Director members shall be from a TASA member Service in good standing.

Section II-Terms of Directors:

  1. Regional Director: The terms of the Regional Directors shall be three years and they shall be elected for staggered terms as hereinafter provided.  The regional directors shall be from a TASA member service in good standing. Each of the Directors, other than the officers, shall represent one of the three Grand Divisions of the State of Tennessee. A vacancy in the office of Director shall be filled by the Board of Directors for the unexpired term.
  2. Association Directors:  Each of the State Chartered Directors Associations may submit a nominee for approval at the annual meeting. The nominee must be from a TASA member Service in good standing. Confirmation of the nominee must be confirmed by the board and will serve a term of one (1) year. The Board of Directors will fill a vacancy in the office from a recommended nominee of the respective Directors Association.

Section III-Duties of the Board: During the interim between the annual meetings, the government of the Association shall be in the Board of Directors. Said Board of Directors shall cause the By-laws of this Association to be faithfully executed and administered, shall have and exercise all executive authority whatsoever through itself or properly delegated committee or person over the activities of the Association and the members thereof, and in like manner have full management and control of matters relating to dispute, discipline, rules, property, interpretation of laws and all other activities of the Association at any annual or special meeting of this Association.

Section IV-Conduct of Business:  The Board of Directors is hereby empowered to conduct any business by correspondence which is submitted to it by the President so long as it is not inconsistent with the laws of Tennessee, the Charter, and By-laws.

The Past-President, Treasurer, Regional Directors, and Association Directors shall be counted as present at any special called meeting of the Board of Directors or at any regularly scheduled monthly board meeting utilizing teleconference or video conference technology.

This electronic means of attendance shall carry the same weight as appearing in person, including but not limited to, voting privileges.

Section V-Electing of the Board:  The three directors shall be elected on a three-year rotation system. (See Appendix A).

Article VII

Section I-President:  The President or Vice-President shall preside at all meetings and of the Association and of the Board of Directors. He/She shall prepare and present, at each regular annual meeting of the Association, a report of the business and affairs of the Association for the preceding year and shall have general supervision of the affairs of the Association and perform such other duties as generally pertained and are incident to the office of President.

He/She shall have the power and it shall be their duty, immediately after his election and qualification, to appoint a Legislative Committee consisting of three (3) members of the Association; and Auditing Committee of three (3) members; a Committee on Education composed of three (3) members.

He/She may also appoint such other committees for duties that are not provided for, not in conflict with the Articles of Incorporation or the By-laws of the Association as, in his discretion, may be considered necessary and proper. The first member appointed on each committee should be the Chairman thereof, unless otherwise stated.

He/She shall not vote except in case of a tie.

He/She shall have the custody of the Bond of the Treasurer.

Section II-Vice President:  The Vice-president shall have developed upon him the duties of the President in case of death, disability, incapacity or ineligibility of the President.

Section III-Secretary:  The Secretary or designee shall attend all meetings of the Association and of the Board of Directors; shall keep, or cause to be kept, full and accurate minutes of all meetings of the Association and Directors; shall read such minutes at the proper subsequent meetings, shall issue all calls for the Association and Directors meetings; shall have charge of and keep the Corporate seal of the Associate and affix the same and attest the same, by his signature, to all instruments that may require the same.

He shall forward to the Governor of the State of Tennessee the names of such members who were nominated by the Association for appointment to the State Emergency Medical Services Advisory Board within thirty (30) days after said nomination.

He shall promptly notify and deliver to the Board of Directors all complaints that are filed against any member of the Association.

He shall annually ascertain the exact number of members in good standing in this Association.

He shall attend to all correspondence of the office and any and all other duties that are incidental and usual to the office of Secretary or which may be assigned him by the Board of Directors.

His bond shall not be discharged or be relieved until he receives release from the Board of Directors.

Section IV Treasurer: He shall have the custody of and be responsible for all moneys and securities of the Association; shall keep or cause to be kept, full and accurate records and accounts in books, belonging to the Association, showing the transactions of the Association, its accounts, liabilities, and financial condition.

He shall deposit, or cause to be deposited in the name of the Association, in such Depository approved by the Board of Directors, all funds and moneys of the Association and shall sign all checks, in the name of the Association and by him as Treasurer.

His books and accounts shall be open at all times to the inspection of the President and Directors of the Association.

He shall also endorse for collection and deposit all bills, notes, checks and other instruments of the Association and make a full and complete report at the annual meeting of the Board of Directors, of the financial affairs and conditions of the Association, including all moneys received and paid out by him, and likewise, an annual report at the regular meeting of the Association.

He shall make such other reports at such other times as the Board of Directors may request of him.

He shall give a proper surety bond satisfactory to the Board of Directors in an amount to be determined from time to time by the Board of Directors. The charges for said bond are to be paid by the Association.

He shall, at the expiration of his term of office, deliver to his successor all books, records, papers, and other items of every kind, all moneys and everything of value belonging to the Association, and his successor shall give him a receipt therefore.

His bond shall not be discharged or be relieved until he receives release from the Board of Directors.

Section V-Salary:  The salary of the Secretary /Treasurer shall be determined by the Board of Directors.

Section VI-EMS Board Nominee:  The required number of persons for appointment to the State EMS Advisory Board shall be nominated at the regular annual meeting of the Association. Names of the persons so nominated shall be submitted to the Governor of the State of Tennessee. The persons so nominated shall meet the qualifications set up by the Tennessee laws governing the State EMS Advisory Board.

Section VII-Committees:  The President shall appoint members to all committees within sixty (60) days after the date of the annual meeting.

Article VIII

Section I-Election of President:  The Vice-president elected in the previous year shall automatically succeed to the office of President of the Association for a two-year term.

Section II-Election of Vice-president:  The office of Vice-president shall move in succession from the Grand Division of the State of Tennessee due east and adjacent to the Grand Division from which the previous Vice-president was elected, such succession moving from East Tennessee and then the succession returns to West Tennessee to repeat its easterly movement.

Section III-Election of Secretary and Treasurer:  The Secretary and Treasurer shall be for a three (3) year term, elected every third year at the annual business meeting.

Section IV-Nomination of Officers and Directors: The nominations for officers and the directors of the Association shall be made in writing and filed with the Secretary not more than forty-five (45) nor less than fifteen (15) days preceding the first day of the annual meeting.

Section V-Tellers:  At the annual meeting or at any special meeting called for the purpose of electing officers and/or directors, the President shall appoint three (3) persons to act as Tellers to conduct the elections.

Section VI-Results of Election:  Immediately following the election, the Tellers shall count the votes cast and determine which candidate is elected to each contested office. The Tellers shall report the successful candidates in writing to only the presiding officer at the meeting and he/she shall immediately thereafter announce their names to the membership. When two or more candidates receive an equally high number of votes, the winner shall be determined by lot under the supervision of the Tellers.

Section VIII-Nominee Automatically Elected:  When only one candidate has been nominated for an office of from membership on the Board, the Secretary shall so advise the Tellers. The candidate is automatically elected, and the Tellers shall report his election in the election results.

Section IX-Terms of Office:  The term of each officer and director commences upon his election and continues until his successor is elected and qualified.

Section X-Vacancies:  Vacancies in offices other than the President and on the Board of Directors shall be filled by the Board. Vacancies of committee chairmanships or membership on committees shall be filled by the President. A person elected or appointed to fill a vacancy shall serve for the remainder of the unexpired term.

Section XI-Removal of Officers and Directors:  Any officer or director may be removed from such office or the Board for cause following the same procedure outlined in Article V.

Article IX

Section I-Amendments:  These By-laws may be amended by two-thirds vote of the Active Members attending any Annual Meeting or Convention or any Special Meetings called for the purpose of amending these By-laws

These By-laws shall take effect immediately upon passage and shall remain in force and effect until repeal or amended. Any proposed amendment shall be filed in writing with the TASA Secretary no more than 45 days nor less than 15 days preceding a meeting of active membership.