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Bylaws of The American Ambulance Association Foundation

ARTICLE I
MEMBERSHIP AND MEETING OF BOARD OF DIRECTORS

SECTION 1. The following shall be the by-laws of the above corporation, a non-profit corporation organized under the California Corporation Act, and hereinafter called the “corporation.”

SECTION 2. The Corporation shall be operated exclusively to carry out the charitable purposes (within the meaning of IRC section 170(c)(2)) of the American Ambulance Association, an organization exempt under IRC section 501(c)(6).

SECTION 3. Except as may be otherwise provided by law, or by the Articles of Incorporation, or by these By-Laws, the number, qualifications, rights, privileges, dues, fees, responsibilities, and the provisions governing the withdrawal, suspension, and expulsion of directors shall be determined by the Board of Directors.

Except as may be otherwise required by law, or by the Articles of Incorporation, or by these By-Laws, any right of directors to vote and any right, title, and interest in or to the corporation, and its properties and franchises, shall cease and desist on termination of his or her directorship.

SECTION 4. The annual meeting of the corporation, commencing with the year 1993, shall be held at the principal office of the corporation, or at such other place within or without the state of California as may be determined by the Board of Directors and as shall be designated in the notice of said meeting, on the day of month of each year for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

SECTION 5. Special meetings of the corporation shall be held at the principal office of the corporation, or at such other place within or without the state of California, as may be designated in the notice of said meeting, upon call of the Board of Directors or of the Chairman, at such time as may be fixed by the Board of Directors or the Chairman, as the case may be, and as shall be stated in the notice.

SECTION 6. Notice of the purpose or purposes and of the time and place of every meeting of the corporation shall be in writing and signed by the Secretary or an Assistant Secretary, and a copy thereof shall be served either personally or by mail, not less than ten days before the meeting, upon each person entitled to vote at such meeting. Such further notice shall be given as may be required by law. Except as may be otherwise expressly provided by statute, no publication of any notice of a meeting shall be required. No notice of an adjourned meeting need be given unless it shall be expressly required by statute. All meetings may be held without notice and without lapse of any period of time, if at any time or after such action be completed such requirements be waived in writing by the person or persons entitled to said notice or entitled to participate in the action to be taken or by his attorney thereunto authorized.

SECTION 7. A majority of the persons entitled to vote at the meeting, present in person or by proxy, shall except as otherwise provided by law or the Articles of Incorporation, constitute a quorum at all meetings; if there be no such quorum, a majority of such persons so present or so represented may adjourn the meeting from time to time, without further notice.

SECTION 8. Meetings shall be presided over by the Chairman, or if he is not present, by Vice-Chairman, or if neither the Chairman or the Vice-Chairman is present, by the Secretary, then Treasurer. If no officer is present than a Chairman shall be chosen at the meeting. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as Secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present a Secretary will be chosen at the meeting by the Chairman.

SECTION 9. Every person entitled to vote at any meeting may so vote by proxy and shall be entitled to one vote. At all elections of directors, the voting may need not be by ballot, and a plurality of the votes cast thereat shall elect.

Every proxy must be executed in writing by the person entitled to vote, or by his duly authorized attorney. No proxy shall be valid after the expiration of three years from the date of its execution unless the person entitled to vote executing it shall have specified therein a longer period. Every proxy shall be revocable at the pleasure of the person executing it of his personal representatives or assigns.

ARTICLE II
DIRECTORS

SECTION 1. The property, affairs, and business of the corporation shall be managed by the Board of Directors consisting of eleven directors. Each person who serves as the Immediate Past President, President, Vice-President, Treasurer, Secretary and Chairman of the Industry Image Committee of the American Ambulance Association shall be appointed to serve as a member of the Board of Directors. The Executive Director of the American Ambulance Association, shall be a member of the Board of Directors. Except for these seven individuals who shall be appointed to serve as members of the Board, all other directors shall be appointed by a two-thirds majority of the current board.

Any appointed member of the Board of Directors then acting, shall be appointed to serve for a term concurrent with his term of service as an Officer or Committee Chair of the American Ambulance Association. Any elected member of the Board of Directors shall be elected to serve a three-year term.

A majority of the members of the Board of Directors then acting, shall constitute a quorum of the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting without further notice, from time to time until a quorum shall have been obtained.

In case one or more vacancies shall occur among the elected members of the Board of Directors by reason of death, resignation, or otherwise, the remaining directors, although less than a quorum, may, by a majority vote elect a successor or successors for the unexpired term or terms. A vacancy in the Board of Directors for the purpose of this Section shall be deemed to exist whenever the directors increase their number by an amendment to these By-Laws or whenever the corporation shall fail to elect directors.

SECTION 2. Meetings of the Board of Directors shall be held at such place as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board of Directors, and special meetings may be held at any time upon the call of the Chairman by oral, telegraphic, or written notice duly served on or sent or mailed to each director not less than two days before such meeting. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors. Meetings may be held at any time without notice if all the directors are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing.

SECTION 3. The Board of Directors may, in its discretion, by the affirmation vote of a majority of the whole Board of Directors, appointed committees, including an Executive Committee, which shall have and may exercise such powers as shall be conferred or authorized by the resolutions appointing them. The Executive Committee shall be composed of directors and shall consist of two or more members of the Board. A majority of any such Committee, if the Committee is composed of more than two members, may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to discharge any such committee.

SECTION 4. At any special meeting of the corporation, duly called as provided in these By-Laws, any director or directors may by the affirmative vote of a majority of all those intended to vote in the election of directors be removed from office, either with or without cause, and his successor or their successors may be elected at such meeting or the remaining directors may, to the extent vacancies are not filled by such election, fill any vacancy or vacancies created by such removal.

SECTION 5. To record and reward for service those members of the Board of Directors who have served for at least five years, the position of Director Emeritus is established. Director Emeritus may be nominated and elected at any annual meeting of the corporation. Election of Directors Emeritus shall be by a majority of the members of the Board of Directors. Director Emeritus may not continue in a previously held position as members of the Board and shall be considered as members of the Board for purposes of limitation on the maximum allowable number of directors set forth above, nor shall death or resignation of Director Emeritus be deemed to result in a vacancy on the Board of Directors. Director Emeritus shall be elected to serve a lifetime term. Director Emeritus shall have all the privileges of a director, such as committee membership and attendance at meetings, except that Director Emeritus shall not have any voting g rights.

ARTICLE III
OFFICERS

SECTION 1. The Board of Directors, initially and as soon as may be after the election thereof held in each year, shall elect a Chairman, a Vice-Chairman, a Secretary and a Treasurer. And such officers, agents, and employees as it may deem proper. The Board of Directors shall appoint an Executive Director, the Chairman, Vice-Chairman, Secretary and Treasurer shall be chosen from among the directors on an annual basis.

SECTION 2. The term of office of all officers shall be one year and until their respective successors are elected and qualify, but any officer may be removed from office, either with or without cause, at any time by affirmative vote of a majority of the members of the Board of Directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

SECTION 3. The officers of the corporation shall each have powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors. The Chairman, Vice-Chairman, Secretary or Treasurer shall, in order perform the duties of the Chairman in the absence or disability of the Chairman.

ARTICLE IV
INDEMNIFICATION

Every person who is or shall be or shall have been a director or officer of the corporation and his personal representatives shall be indemnified by the corporation against all cost and expenses reasonably incurred by or imposed upon him in connection with or resulting from any action, suit or proceeding to which he may be made a party by reason of his being or having been a director or officer of the corporation or of any subsidiary or affiliate thereof, except in relation to such matters as to which he shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of his duty as such director or officer. ‘Costs and expense’ shall include, but without limiting the generality thereof, attorney’s fees, damages and reasonable amounts paid in settlement.

ARTICLE V
INFORMAL ACTION

Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all members of the Board of Directors or of the Committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or the committee.

ARTICLE VI
FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January of each year and shall end, on the thirty-first day of December next following, unless otherwise determined by the Board of Directors.

ARTICLE VII
CORPORATE SEAL

The official seal of the corporation shall have inscribed thereon the name of the corporation and shall be in such form and contain such other words or figures as the Board of Directors shall determine. The official seal may be used by printing, engraving, lithographing, stamping, or otherwise making, placing, or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or reproduction of said official seal.

AMENDMENTS

The By-Laws of the corporation may be amended, added to, rescinded or repealed at any meeting of the directors by affirmative vote of a majority of the directors, provided notice of the proposed change is given in the notice of the meeting.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the By-Laws of the aforenamed corporation, a California corporation, as in effect in the date hereof.

Witnessed by my hand and the seal of the corporation.

Secretary

Date:


 

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