Board of Directors -- Article 4
5-1-01 A. Number.
The Board of Directors shall number not less than eighteen nor more than twenty-five (25) of the Corporation's Members. The Board will be comprised of the officers of the Corporation, the Chairpersons of the standing committees, the Executive Director of CMEMSC, the Medical Director, and the Immediate Past President, with the balance being made up of "at large" Board Members. At least two (2) of the Board members shall be from each of the five (5) designated EMS areas in Region II. Membership and representation on the Board shall comply with the requirements of 105 CMR 170.00 et seq, as they may be amended from time to time.
5-1-07 B. Term and Election.
Directors, with the exception of Medical Director and Immediate Past President, shall serve a term of three (3) years or until such time as their successors are selected. The Immediate Past President shall serve until the expiration of the term or terms of his or her successor. For the purpose of the first election of Directors, the names of persons proposed shall be divided as evenly as possible into three groups and the terms of each group shall be one, two and three years, respectively, in order to insure a staggered expiration of the Directors' terms. As of January 1, 2009, Directors, with the exception of the Medical Director, the Immediate Past President and the Executive Director of CMEMSC, may not serve more than two (2) consecutive terms. A director who has served two (2) consecutive terms may seek reelection to the Board of Directors at any time after the expiration of one (1) year from the end of his/her second consecutive term.
C. Powers and Duties. The powers and duties of the Board of Directors shall, without limitation by enumeration thereof, be:
- 5-1-01 To annually hire and appoint a Medical Director to serve as advisor to the Board. His/Her appointment will terminate at the next annual meeting or upon appointment of a successor by the Board of Directors
- To appoint six (6) members to the Nominating Committee in a manner which will reflect geographic representation, to serve with the Chairperson of the Nominating Committee who is the Vice President.
- To remove from office any member of the Board of Directors or of the Executive Committee, any officer, and any other person elected by the Membership or by the Board, for any just cause by a vote of two-thirds of the other members of the Board of Directors present and constituting a quorum at a regular meeting or any special meeting called therefore.
- To fill any vacancy on the Board of Directors, on the Executive Committee, or in any other position elected or appointed by the Membership or by the Board of Directors, to remain effective until the next annual meeting of the membership.
- To ratify or rescind the actions of the Executive Committee, provided, however, that no rescission shall have retroactive effect.
- To conduct comprehensive EMS planning for Region II, Central Massachusetts.
- To undertake any proceedings which will lawfully fulfill the purposes of this Corporation.
- To designate special committees who shall report periodically to the Board of Directors. These special committees may include Ad Hoc Committees and those comprised largely of well-identified provider groups.
- To employ personnel including, but not limited to, the Executive Director to allow for the day-to-day operations of the Corporation as outlined in this document.
- 5-1-01 To comply with M.G.L.c.268A, the conflict of interest law, and any conflict of interest provisions set out in their contracts with the Department of Public Health.
- 5-1-07 To support and assist in events sponsored by the Corporation, including fundraising.
- The Board of Directors shall hold regular meetings at least once per quarter and special meetings more often as necessary.
- The meetings may be called at the President's request (or that of his designee) or by any five (5) Board members upon petitioning the secretary to call a meeting.
- Quorum. A quorum for opening a meeting shall consist of one-third of the Board.
- Voting. Voting may be accomplished only by Board members who are present at the time the vote is being taken.
- Attendance. All members of the Board of Directors must attend scheduled meetings. Any member who does not attend 50% of the scheduled meetings in one year will be automatically removed from the Board of Directors and their seat filled in accordance with Section C, paragraph 4 (Powers and Duties).
- Notice. Not less than one week preceding regular meetings, the secretary shall send a written notice of the meeting which shall contain the agenda, in addition to the time, date and place of the meeting. Special meetings will require such notice as is reasonably possible given the circumstances at hand.