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By-Laws of the
Doddridge County Ambulance Authority
Article I. The Authority
Section 1. Name of Authority. The name of the Authority
shall be "Doddridge County Ambulance Authority."
Section 2. Seal of the Authority. The seal of the Authority
shall be in the form of a circle and shall bear the
inscription, "Doddridge County Ambulance Authority."
Section 3. Office of the Authority. The office of the
Authority shall be at 118 E. Court Street, in the City of
West Union, Doddridge County, West Virginia, or at such
other place or places as the Authority may from time to time
designate by resolution. All books and records of the
Authority shall be kept at the Doddridge County Courthouse
or the Doddridge County Ambulance Authority offices unless
otherwise provided by Authority Resolution.
Section 4. Public Corporation. The Authority is a public
corporation exercising public and essential governmental
functions to provide for the public health, safety and
welfare of the citizens of Doddridge County and is
authorized and empowered under the laws of the State of West
Virginia to do any and all things necessary or convenient to
carry out the powers given in West Virginia Code
§7-15-10, as amended, unless otherwise
forbidden by law.
Article II. Board of Directors
Section 1. Duties and Number of Directors. The business,
property and affairs of the Authority shall be managed and
controlled by the Board of Directors. The Board of Directors
shall be composed or not less than five (5) nor more than
fifteen (15) individuals who shall be known as members of
the Board. The appointment of each Director shall be made by
the Doddridge County Commission.
Section 2. Tenure and Qualifications. Each Director shall
hold office for a term of three (3) years and until his
successor shall have been elected or qualified. In the event
a Director is appointed to fill an unexpired term, such term
shall continue for the duration of such unexpired term.
Section 3. Quorum. A majority of the number of Directors
shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time
without further notice. No vacancy in the membership of the
Board shall impair the right of a quorum to exercise all the
rights and perform all of the duties of the Authority.
Section 4. Manner of Actions. The act of the majority of the
Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 5. Written consents and meetings by telephone. Any
action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting if all
members of the Board of Directors consent thereto in writing
and the writing or writings are filed with the minutes of
the proceedings of the Board of Directors. Members of the
Board of Directors may participate in a meeting of the Board
of Directors by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other.
Participation in a meeting pursuant to this method shall
constitute presence in person at such meeting.
Section 6. Removal of Directors. Directors may be removed
only by an act of the Doddridge County Commission.
Section 7. Vacancies. Any vacancies in the Board of
Directors may be filled by the Doddridge County Commission.
A Director selected to fill a vacancy shall be elected for
the unexpired term of the predecessor in office.
Section 8. Indemnification of Directors and Officers. The
Board of Directors may authorize the Authority to pay
expenses incurred by or to satisfy the judgment or fine
rendered or levied against a present or former Director,
Officer, or employee of the Authority in an action brought
by a third party against such person, whether the Authority
is joined as a party defendant, to impose a liability or
penalty on such person for an act alleged to have been
committed by such person while a Director, Officer, or
employee, or by the Authority, or by both, provided the
Board of Directors determines in good faith within what he
or she reasonably believed to be in the best interests of
the Authority. Payments authorized hereunder include amounts
paid and expenses incurred in settling any such action or
threatened action. The provisions of this Section shall
apply to the estate, executor, administrator, heirs,
legatees, or devisees of a Director, Officer, or employee
and the term "person" where used in this Section shall
include the estate, executor, administrator, heirs,
legatees, or devisees of such person.
Article III. Meetings of the Board of Directors
Section 1. Regular Meetings. There shall be regular meetings
of the Board of Directors on the second and fourth Thursdays
of each month at 6:00 p.m. until the Authority shall
determine by Resolution that its meetings may be held less
frequently, or at such other suitable time during the month
as the Authority may so properly designate, but it shall
meet at least once in the months of January, April, July and
October.
In the event such day shall fall on a legal holiday, such
meeting shall beheld on the next succeeding secular day.
Notice with respect to the location of such meeting will be
given by the Secretary of the Authority.
Section 2. Special Meetings. Special meetings of the Board
of Directors may be called by or at the request of the
President of the Board of Directors or by two members of the
Board of Directors upon written request to the Secretary.
Section 3. Annual Meetings. The annual meeting of the
Authority shall coincide with the first regular meeting for
the Month of July at the prevailing time at the regular
meeting place of the Authority or at such other place or
time as the Authority shall designate.
Section 4. Annual Board Retreat. There may be a one-day
Retreat of the Board of Directors which will normally be
held in June or at such other suitable month prior to each
new fiscal year for the purpose of enabling each Director to
review Authority goals and strategic plans which shall
include a review and approval of the Authority's proposed
budget as well as a review of the financial and operational
aspects of the Authority. During the course of the Retreat,
training and orientation will also be offered to the Board
of Directors for the purpose of enhancing their knowledge of
the Authority's daily operations and also to emphasize their
roles and obligations as active Directors. Notice with
respect to the location, date and time of the Retreat will
be provided to the Board of Directors by the Authority's
Secretary.
Section 5. Notice. The Secretary shall send to each
Director, at least two days in advance of a Special Meeting,
a written notice setting forth the time and place of the
Special Meeting and the matters to be considered at such
Special Meeting. Any Director may, before or after such
meeting, waive notice, and such waiver will obviate the
necessity of any notice. The attendance of a Director at a
meeting shall be deemed a waiver of notice of such meeting
except where a Director attends a meeting for the express
purpose of objecting because the meeting was not lawfully
called or convened.
Article IV. Officers
Section 1. Number of Officers. The Board of Directors shall
elect from their own body a President and either from their
own body or otherwise, a Vice President, Secretary and
Treasurer. Upon election of a new President, the immediate
past president shall serve in an advisory capacity to the
President of the Board of Directors. Such other officers,
agents and assistant officers as may be deemed necessary may
be elected or appointed by the Board of Directors. Any two
(2) or more offices may be held by the same person except
those of the President and Secretary. The Officers listed
herein are authorized to meet at such additional times as
may be deemed necessary.
Section 2. Compensation of Officers and Agents. The Board of
Directors shall have the power to fix the salaries and
compensation of all Officers, Assistant Officers and Agents
whether such Officers, Assistant Officers, or Agents be
Directors.
Section 3. Election and Term of Office. The election of the
Officers of the Authority shall be held during the annual
meeting of the Directors. Each officer shall serve for the
next ensuing fiscal year or until his or her successor shall
have been duly elected. An officer shall be eligible to
serve two consecutive one-year terms.
Article V. Duties of Officers
Section 1. President of the Board of Directors. The
President of the Board of Directors shall be the principal
officer of the affairs for the Authority and, subject to the
control of the Board of Directors, shall, in general,
supervise and control all of the affairs of the Authority.
The President of the Board of Directors may sign and
acknowledge any and all instruments requiring the signature
and acknowledgement of the Authority and may affix the
corporate seal thereto. The President of the Board of
Directors shall be a member of the Board of Directors.
Section 2. Immediate Past President of the Board of
Directors. The immediate Past President shall serve in an
advisory capacity to the President of the Board of
Directors.
Section 3. Vice-President. In the absence of the President
or in the event of his or her death, inability or refusal to
act, the Vice-President shall perform the duties of the
President and when so acting shall have all the powers of
and be subjected to the all the restrictions upon the
President. The Vice-President shall perform other duties as
shall be assigned from time to time by the President or the
Board of Directors.
Section 4. Secretary. The Secretary shall keep or cause to
be kept the records, books and papers of the Authority, he
or she shall attend and keep correct minutes of the meetings
of the Board of Directors, and shall cause all notices to be
duly given in accordance with provisions of the By-Laws and
as required by law. The Secretary shall keep a register of
the mailing addresses of each Director when furnished with
such address by the Director and shall have general charge
of all the records of the Authority. The Secretary shall
perform such other duties as the Board of Directors or
President may from time to time require. The records, books,
and papers of the Authority shall be kept at such place or
places as the Board of Directors shall designate.
Section 5. Treasurer. The Treasurer shall have charge of all
money of the Authority and shall receive and receipt for, in
the name of the Authority, all monies due and payable to the
Authority and shall deposit the same to the credit of the
Authority, in such banking institution or institutions as
the Board of Directors may direct and shall be withdrawn
therefrom only in such manner as the Board may direct. The
Treasurer shall audit for payment, subject to the order of
the Board of Directors, all bills, vouchers, and accounts.
The Treasurer shall report the financial condition of the
Authority in the form and at the times prescribed by the
Board of Directors.
Section 7. Salaries. The salaries of the Officers shall be
fixed from time to time by the Board of Directors and no
officers shall be prevented from receiving such salary by
reason of the fact that he or she is also a Director of the
Authority and receiving compensation as a Director.
Article VI. Committees
Section 1. Audit Committee. There shall be established a
standing committee referred to as the Audit Committee. The
Audit Committee shall consist of the President,
Vice-President, and the Finance Committee Chairperson. The
Audit Committee shall meet one (1) time per year with the
general purpose of reviewing the Authority's compliance with
any independent audit conducted of the Authority and any
other related issues pertaining to such compliance. The
Audit Committee shall report any and all findings and
conclusions to the Board in a timely manner.
Section 2. Budget and Finance Committee. There shall be
established a standing committee referred to as the Budget
and Finance Committee. The Budget and Finance Committee
shall consist of the President, Vice-President and Treasurer
and any other member of the Board of Directors as the
President may wish to appoint. The Budget and Finance
Committee shall meet at least once per year with the general
purpose of developing the budget which shall be considered
by the Board at least thirty (30) days prior to the
beginning of the fiscal year. Following the Boards' review,
and subject to any revisions or amendments that may be made
by the Board, the Budget shall be adopted as the Budget for
the ensuing fiscal year. Thereafter, the Budget and Finance
Committee shall review the Authority's compliance with the
Budget. No expenditures in excess of the budget shall be
made unless expressly authorized and approved by the Board.
Section 3. The board may establish any other committee it
deems necessary. Members of committees so established shall
be appointed by the President and shall meet at times and
places determined by the committee members. Each committee
will have a scope of activity to be defined by the Board and
each shall report its work to the Board as needed.
Article VII. Notices
Whenever any notice is required to be given to any Director
of the Authority under the provisions of these By-Laws or
under the provisions of the statutes of the State of West
Virginia, a waiver thereof in writing signed by the person
or persons entitled to notice shall be deemed equivalent to
the timely giving of such notices.
Article VIII. Order of Business
Section 1. At the regular meeting of the Authority, the
following shall be the order of business:
1. Roll Call
2. Reading and approval of the minutes of the prior meeting
3. Treasurer's Report
4. Introduction of Guests
5. Committee Reports
6. Special Reports
7. Old Business
8. New Business; and
9. Public Comments
10. Adjournment
Section 2. Rules of Order; Conduct of Meetings. All
questions or orders shall be decided by the President who is
sitting as Chairperson and the conduct of meetings shall be
consistent with the rules laid down by "Roberts Rules of
Order."
Article IX. By-Laws
These By-Laws may be altered, amended, repealed or added to
at any regular meeting of the Board of Directors, or at any
Special Meeting of the Board of Directors at which the
proposed alteration, amendment or repeal has been placed on
the agenda, by affirmative vote of a majority of the Board
of Directors. Anytime these By-Laws are altered, amended,
repealed or added to, a new copy of the revised By-Laws
shall be printed and filed by the Doddridge County Ambulance
Authority secretary with a revision date on the first page.
An attested copy of the revised By-Laws shall also be filed
in the Office of the Doddridge County Clerk.
These By-Laws approved by the Doddridge County Ambulance
Authority by resolution at its regular meeting on the
24th day of September, 2009.
Amendments to the Bylaws:
Amendment #1
Any member of the Ambulance Authority may appear by proxy.
The proxy shall bring with him or her to the meeting a
written nomination of proxy. At the beginning of the
meeting, the President shall announce that the member wishes
to appear by proxy and inform the board of the appointed
proxy. The board shall accept the nomination of the proxy
unless there is a motion to refuse to accept the proxy. If
there is motion and second to refuse to accept the nominated
proxy, the board shall vote and a majority of the members
present may choose to refuse to allow the member to appear
by proxy. Any action taken by a properly appointed proxy
shall be treated as an action by the member of the
Authority.
Amendment approved by Doddridge County Ambulance Authority
on January 14, 2010.
Amendment #2
Article VIII – Order of Business, Section 1 is amended as
follows:
Article VIII – Order of Business
Section 1. At the regular meeting of the Authority, the
following shall be the order of business:
1. Call to Order
2. Pledge of Allegiance
3. Prayer
4. Roll Call
5. Acknowledgement of guests
6. Reading and approval of minutes from prior meeting
7. Treasurer’s Report
8. Director’s Report
9. Public Comment
10. Committee Reports
11. Old Business
12. New Business
13. Adjournment
Amendment approved by the Doddridge County Ambulance
Authority on March 27, 2011.
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