BYLAWS OF NJ ASSOCIATION OF EMS EDUCATORS
The name of the organization is NJ Association of EMS Educators. The organization is organized in accordance with the New Jersey Statutes, Title 15 A, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the organization is the following:
The mission of the New Jersey EMS Educators Association is to support and promote excellence in the education and training of EMS providers throughout the state of New Jersey. Our goal is to provide high quality professional development opportunities and resources for EMS educators, and to advocate for the continued improvement of EMS education in our state. We strive to provide high-quality, evidence-based learning opportunities for EMS educators, and to support the development of best practices in EMS education. We are committed to advancing the profession of EMS, and to ensuring that the EMS workforce in New Jersey is equipped with the skills and knowledge necessary to provide the highest level of care to the communities they serve.
Our vision is to be a leading organization for EMS education and training in New Jersey, and to be recognized as a trusted resource for EMS educators and students. We envision a future in which all EMS providers in New Jersey are highly trained, competent, and compassionate providers. We believe that by working together, we can achieve this vision and improve the health and wellbeing of our communities.
The organization is organized exclusively for purposes pursuant to section 501(c)(3) of the Internal Revenue Code.
ARTICLE 1
MEMBERSHIP
Section 1. Eligibility. The members of the Association shall be those individuals who are involved or interested in the education and training of EMS and out-of-hospital personnel. Prospective members will be considered without regard to race, color, ethnicity, national origin,
religion, disability, sex, gender, expression, gender identity, or sexual orientation.
Section 2. Classes of Membership. There will be four classes of membership in the Association
Section 2.02 Honorary Member. Honorary Members shall be those persons deemed by the Board of Directors to have demonstrated outstanding dedication to the field of emergency medical services, who have made significant contributions to the goals of the Association, and who have distinguished themselves in this field. Honorary Members are elected by the Board of Directors and may be nominated by members of the Association. Honorary Members shall not have the right to vote, the right to chair committees, or the right to hold office. Honorary Membership is a life-long title. They shall not be charged a membership fee.
Section 2.03 Corporate Member. Corporate Members shall be groups interested in emergency medical services, and who are for-profit corporations, not-for-profit associations, governmental agencies, and similar entities. Each Corporate Member is allowed up to three representatives. Corporate Members may serve on committees, but may not make motions, vote, hold office, or chair committees of the NJAEMSE. The Board Directors shall set annual membership fees.
Section 2.04 Institutional Member. Institutional Members shall be those organizations involved in the planning, supervision, teaching and clinical practice of out-of-hospital medical care. Each Institutional Member may designate up to five representatives that will be considered Active Members and who will be afforded all privileges of Active Members, provided they meet the qualifications of such. The Board of Directors shall set annual membership fees.
Section 3 Application for Membership. A prospective member shall submit an application for membership to the Secretary. The Secretary, or the Secretary's designee, shall review the application, verify and approve the candidate or reject the application for membership and in such form as it may deem appropriate. The procedures utilized by the Secretary or Secretary's designee shall be subject to the approval of the Board of Directors. Appropriate grounds for rejection shall include, but are not limited to, conviction of a felony, notice of official reprimand, sanction, or other negative action by a state regulatory body, unprofessional conduct, or unethical or immoral behavior. Appeal of the decision of the Secretary may be made to the Board of Directors, which shall establish rules governing said appeals in accordance with the tenets of reasonable process. The decision of the Board of Directors shall be final.
Section 4 Appeal. Any applicant denied membership may appeal to the Board of Directors. The applicant shall have the right to address the Board of Directors in support of acceptance of the application. The Board of Directors shall vote on the appeal after receiving comments from all concerned parties. The Board of Directors will review any factual written material presented that has direct bearing on the applicant's request for membership. Its decision shall be considered final.
Section 5 Revocation of Membership Status. Members who fail to pay dues within ninety (90) days of the payment due date or meet other requirements of membership, as determined by the Board of Directors, may have their membership in the Association revoked.
ARTICLE 2
MEETINGS
Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.
Section 2. Special Meetings. Special meetings may be requested by the President or the Board of Directors.
Section 3. Notice. Written notice of all meetings, whether regular or special meetings, shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all directors of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid.
Section 4. Place of Meeting. Meetings shall be held virtually unless otherwise stated in the notice. Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the Board of Directors authorizes such participation for such class or series. Participation by means of remote communication shall be subject to such guidelines and procedures as the Board of Directors adopts. Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures: (1) to verify that each person participating remotely is a shareholder, and (2) to provide such shareholders a reasonable opportunity to participate in the
meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrent with such proceedings.
Section 5. Quorum. A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.
ARTICLE 3
DIRECTORS
Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of 6 director(s).
Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of 4 year(s), or until a successor has been elected and qualified.
Section 3. Quorum. A majority of directors shall constitute a quorum.
Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.
Section 5. Regular Meeting. The Board of Directors shall meet immediately after the election for the purpose of electing its new officers, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 6. Special Meeting. Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing five days' written notice by ordinary United States mail, effective when mailed. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.
Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
If authorized by the governing body, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member or proxy holder.
Section 8. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Section 9. Resignation. Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
Section 10. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
ARTICLE 4
OFFICERS
Section 1. Number of Officers. The officers of the organization shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Treasurer, and a Secretary. Two or more offices may be held by one person.
Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors, immediately following the annual meeting. Each officer shall serve a two year term or until a successor has been elected and qualified.
Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.
ARTICLE 5
OPERATIONS
Section 1. Day to Day Operations. Day to day operations of the Association will be the responsibility of and handled by the President of the Association. Consultation with the Board of Directors and Executive Committee shall occur as needed or required.
Section 2. Fiscal Year. The fiscal year of the Association will begin on January 1 and end on December 31 of each year.
Section 3. Execution of Documents. Except as otherwise provided by law, checks, drafts, and promissory notes, orders for the payment of money, and other evidence of indebtedness of the Association shall be signed by the President or Secretary of the Association with written endorsement from the President or Secretary whichever is the non-signatory.
Any contracts or other written legal agreements which the Association enters into must be approved by a majority vote of the Executive Committee. The President shall have the power to sign such legal documents as agents of the Association. The Board of Directors may empower other individuals to sign legal documents as agents of the Association.
Contracts, leases, or other instruments executed in the name of, and on behalf of, the Association will be signed by the Secretary and any other Officer of the Association.
Section 4. Books and Records. The Association will keep correct and complete books and records of accounts and will also keep minutes of the proceedings of its Boards of Directors. The Association will keep at its registered office a list of all names and addresses of the Board of Directors, and a copy of the Bylaws including amendments to date, certified by the secretary of the Association.
ARTICLE 6
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice- President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
ARTICLE 7
COMMITTEES
Section 1. General. The President, under direction of the Board of Directors, shall appoint committee chairs and, in conjunction with the chairs, appoint committee members. Committees shall serve at the pleasure of the Board of Directors and operate under such policies as the Directors may approve.
Section 2. Eligibility. Committee Chairs must be Active Members in good standing.
Section 3. Appointment. The President, under the direction of the Board of Directors, shall appoint Committee Chairs upon assuming office. The President shall consider the recommendations of all interested parties in appointing Committee Chairpersons. The President may change Committee Chairs at any time. The President may also appoint Vice Chairs to Committees to assist with the efforts of the Association.
Section 4. Terms. Committee Chairs shall serve two-year terms. Committee Chairs may serve no more than two successive Active two-year terms, unless an extension is approved by a simple majority vote of the Board of Directors.
Section 5. Removal. A Committee Member, Committee Chair, or Committee Vice Chair, other than a member of the Executive Committee, may be removed by the Board of Directors at any time. The President, under the direction of the Board of Directors, shall appoint a new Committee Chair in the event of a vacancy.
ARTICLE 8
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting.
ARTICLE 9
INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).
ARTICLE 10
DISSOLUTION
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
CERTIFICATION
Russell Stuart, Secretary of NJ Association of EMS Educators hereby certifies that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on December 13, 2022.
The name of the organization is NJ Association of EMS Educators. The organization is organized in accordance with the New Jersey Statutes, Title 15 A, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the organization is the following:
The mission of the New Jersey EMS Educators Association is to support and promote excellence in the education and training of EMS providers throughout the state of New Jersey. Our goal is to provide high quality professional development opportunities and resources for EMS educators, and to advocate for the continued improvement of EMS education in our state. We strive to provide high-quality, evidence-based learning opportunities for EMS educators, and to support the development of best practices in EMS education. We are committed to advancing the profession of EMS, and to ensuring that the EMS workforce in New Jersey is equipped with the skills and knowledge necessary to provide the highest level of care to the communities they serve.
Our vision is to be a leading organization for EMS education and training in New Jersey, and to be recognized as a trusted resource for EMS educators and students. We envision a future in which all EMS providers in New Jersey are highly trained, competent, and compassionate providers. We believe that by working together, we can achieve this vision and improve the health and wellbeing of our communities.
The organization is organized exclusively for purposes pursuant to section 501(c)(3) of the Internal Revenue Code.
ARTICLE 1
MEMBERSHIP
Section 1. Eligibility. The members of the Association shall be those individuals who are involved or interested in the education and training of EMS and out-of-hospital personnel. Prospective members will be considered without regard to race, color, ethnicity, national origin,
religion, disability, sex, gender, expression, gender identity, or sexual orientation.
Section 2. Classes of Membership. There will be four classes of membership in the Association
- Active Member
- Honorary Member
- Corporate Member
- Institutional Member
Section 2.02 Honorary Member. Honorary Members shall be those persons deemed by the Board of Directors to have demonstrated outstanding dedication to the field of emergency medical services, who have made significant contributions to the goals of the Association, and who have distinguished themselves in this field. Honorary Members are elected by the Board of Directors and may be nominated by members of the Association. Honorary Members shall not have the right to vote, the right to chair committees, or the right to hold office. Honorary Membership is a life-long title. They shall not be charged a membership fee.
Section 2.03 Corporate Member. Corporate Members shall be groups interested in emergency medical services, and who are for-profit corporations, not-for-profit associations, governmental agencies, and similar entities. Each Corporate Member is allowed up to three representatives. Corporate Members may serve on committees, but may not make motions, vote, hold office, or chair committees of the NJAEMSE. The Board Directors shall set annual membership fees.
Section 2.04 Institutional Member. Institutional Members shall be those organizations involved in the planning, supervision, teaching and clinical practice of out-of-hospital medical care. Each Institutional Member may designate up to five representatives that will be considered Active Members and who will be afforded all privileges of Active Members, provided they meet the qualifications of such. The Board of Directors shall set annual membership fees.
Section 3 Application for Membership. A prospective member shall submit an application for membership to the Secretary. The Secretary, or the Secretary's designee, shall review the application, verify and approve the candidate or reject the application for membership and in such form as it may deem appropriate. The procedures utilized by the Secretary or Secretary's designee shall be subject to the approval of the Board of Directors. Appropriate grounds for rejection shall include, but are not limited to, conviction of a felony, notice of official reprimand, sanction, or other negative action by a state regulatory body, unprofessional conduct, or unethical or immoral behavior. Appeal of the decision of the Secretary may be made to the Board of Directors, which shall establish rules governing said appeals in accordance with the tenets of reasonable process. The decision of the Board of Directors shall be final.
Section 4 Appeal. Any applicant denied membership may appeal to the Board of Directors. The applicant shall have the right to address the Board of Directors in support of acceptance of the application. The Board of Directors shall vote on the appeal after receiving comments from all concerned parties. The Board of Directors will review any factual written material presented that has direct bearing on the applicant's request for membership. Its decision shall be considered final.
Section 5 Revocation of Membership Status. Members who fail to pay dues within ninety (90) days of the payment due date or meet other requirements of membership, as determined by the Board of Directors, may have their membership in the Association revoked.
ARTICLE 2
MEETINGS
Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.
Section 2. Special Meetings. Special meetings may be requested by the President or the Board of Directors.
Section 3. Notice. Written notice of all meetings, whether regular or special meetings, shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all directors of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid.
Section 4. Place of Meeting. Meetings shall be held virtually unless otherwise stated in the notice. Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the Board of Directors authorizes such participation for such class or series. Participation by means of remote communication shall be subject to such guidelines and procedures as the Board of Directors adopts. Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures: (1) to verify that each person participating remotely is a shareholder, and (2) to provide such shareholders a reasonable opportunity to participate in the
meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrent with such proceedings.
Section 5. Quorum. A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.
ARTICLE 3
DIRECTORS
Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of 6 director(s).
Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of 4 year(s), or until a successor has been elected and qualified.
Section 3. Quorum. A majority of directors shall constitute a quorum.
Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.
Section 5. Regular Meeting. The Board of Directors shall meet immediately after the election for the purpose of electing its new officers, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 6. Special Meeting. Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing five days' written notice by ordinary United States mail, effective when mailed. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.
Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
If authorized by the governing body, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member or proxy holder.
Section 8. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Section 9. Resignation. Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
Section 10. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
ARTICLE 4
OFFICERS
Section 1. Number of Officers. The officers of the organization shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Treasurer, and a Secretary. Two or more offices may be held by one person.
- President/Chairman. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee.
- Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.
- Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, if any, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings.
- Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of the organization's finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.
Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors, immediately following the annual meeting. Each officer shall serve a two year term or until a successor has been elected and qualified.
Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.
ARTICLE 5
OPERATIONS
Section 1. Day to Day Operations. Day to day operations of the Association will be the responsibility of and handled by the President of the Association. Consultation with the Board of Directors and Executive Committee shall occur as needed or required.
Section 2. Fiscal Year. The fiscal year of the Association will begin on January 1 and end on December 31 of each year.
Section 3. Execution of Documents. Except as otherwise provided by law, checks, drafts, and promissory notes, orders for the payment of money, and other evidence of indebtedness of the Association shall be signed by the President or Secretary of the Association with written endorsement from the President or Secretary whichever is the non-signatory.
Any contracts or other written legal agreements which the Association enters into must be approved by a majority vote of the Executive Committee. The President shall have the power to sign such legal documents as agents of the Association. The Board of Directors may empower other individuals to sign legal documents as agents of the Association.
Contracts, leases, or other instruments executed in the name of, and on behalf of, the Association will be signed by the Secretary and any other Officer of the Association.
Section 4. Books and Records. The Association will keep correct and complete books and records of accounts and will also keep minutes of the proceedings of its Boards of Directors. The Association will keep at its registered office a list of all names and addresses of the Board of Directors, and a copy of the Bylaws including amendments to date, certified by the secretary of the Association.
ARTICLE 6
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice- President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
ARTICLE 7
COMMITTEES
Section 1. General. The President, under direction of the Board of Directors, shall appoint committee chairs and, in conjunction with the chairs, appoint committee members. Committees shall serve at the pleasure of the Board of Directors and operate under such policies as the Directors may approve.
Section 2. Eligibility. Committee Chairs must be Active Members in good standing.
Section 3. Appointment. The President, under the direction of the Board of Directors, shall appoint Committee Chairs upon assuming office. The President shall consider the recommendations of all interested parties in appointing Committee Chairpersons. The President may change Committee Chairs at any time. The President may also appoint Vice Chairs to Committees to assist with the efforts of the Association.
Section 4. Terms. Committee Chairs shall serve two-year terms. Committee Chairs may serve no more than two successive Active two-year terms, unless an extension is approved by a simple majority vote of the Board of Directors.
Section 5. Removal. A Committee Member, Committee Chair, or Committee Vice Chair, other than a member of the Executive Committee, may be removed by the Board of Directors at any time. The President, under the direction of the Board of Directors, shall appoint a new Committee Chair in the event of a vacancy.
ARTICLE 8
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting.
ARTICLE 9
INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).
ARTICLE 10
DISSOLUTION
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
CERTIFICATION
Russell Stuart, Secretary of NJ Association of EMS Educators hereby certifies that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on December 13, 2022.