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IRECC Bylaws
Article I - Name and Mission Statement
Article II - Membership
Article III - Officers
Article IV - Meetings
Article V - Task Forces / Committees
Article VI - Authority
Article VII - Fiscal Accountability
Article VIII - Amendment of the Bylaws
ARTICLE I - NAME AND MISSION STATEMENT
The Intermountain Regional Emergency Medical Services for Children Coordinating Council, Inc. (IRECC) is an alliance that promotes the improvement of the entire continuum of emergency medical services for children, recognizing common demographic and topographic characteristics and challenges of the intermountain region.
IRECC will accomplish its mission through enhanced communication, technical assistance, and with data-driven development, implementation, and evaluation of programs for continuous quality improvement and research, training, and prevention.
IRECC shall establish short and long-term goals that are consistent with its mission statement that may be revisited at any time IRECC deems necessary.
IRECC is a 501(c)3 non-profit corporation, organized and existing under the laws of the State of Montana. As such, it will conduct its business in a manner consistent with its Article of Incorporation, its by-laws, the Montana Statutes governing non-profit corporations and Internal Revenue Service requirements for tax-exempt organizations.
ARTICLE II - MEMBERSHIP
POLICY
Membership in IRECC shall be on a state basis.
Any, and all, programs within member states, which deal with Emergency Medical Services for Children (EMS-C) issues, shall be eligible for representation in IRECC with the concurrence of the state lead EMS agency. Membership is also extended to parent representatives and community advocates that support EMS-C within member states.
Initial council membership shall consist of the states within the RockyMountain region that will include Arizona, Colorado, Idaho, Montana, Nevada, New Mexico, Utah, and Wyoming. Additionally, theCommonwealth of the Northern Mariana Islands is formally included in IRECC until such time that an appropriate regional forum evolves and includes CNMI.
IRECC may add other states to the membership list at any time it is deemed appropriate.
Representation shall not be restricted to EMS-C projects funded by the MCHB EMS-C grant program; either past, present, or future, but shall be open to any public or private organization, or individual that addresses EMS-C issues within the member states.
IRECC activities, conferences, and meetings shall be open to the public, and to any organization which is actively addressing EMS-C issues, or which is planning on initiating EMS-C programs within their state.
MEMBERSHIP/REPRESENTATION PROCESS
Regular membership shall be determined by a simple majority vote of attending member states.
Failure to provide representation or participation in IRECC activities and actions shall not be deemed to be cause for revocation of membership status.
Withdrawal from membership shall be accomplished in writing to the current Chairperson and shall be based upon the consensus of ALL representative organizations from the withdrawing state. Should any representative organization of a member state decline concurrence with a request for membership withdrawal, that organization shall continue as the designated representative until such time as there are no representatives desiring a continuation of membership from that member state.
The ONLY circumstance where IRECC may remove a state from membership shall be when no representative organization from that state can be found to continue representation.
A current roster of the IRECC member state representatives shall be kept by the IRECC Secretary, and shall be made available upon request and supplied to IRECC’s principal address for filing.
IRECC shall have the right to appoint such ex-officio IRECC members as is deemed appropriate through a simple majority vote of represented member states.
VOTING
A quorum shall be established by a simple majority of member states and a simple majority of executive committee members shall be present.
Voting privileges will be restricted to each state membership in IRECC activities. Each member state will be granted one vote. In the instance that a member state has IRECC representation from more than one organization or individual, that state's vote shall be cast as a single vote based upon the consensus of all representatives from that state.
In the case of an evenly split IRECC vote, the Chairperson of IRECC shall cast one vote. In situations where an evenly split IRECC vote is not encountered, the IRECC Chairperson shall have no vote.
Voting privileges will be restricted to member states in attendance at the time a vote is called. Member states will have no right of absentee vote, nor delayed voting privileges.
ARTICLE III - OFFICERS
POLICY
Officer positions, and duties, for IRECC shall consist of the following:
Chairperson: Presides over all formal IRECC activities and provides direction to IRECC
In the event of an evenly split IRECC vote, the Chairperson shall cast one vote in accordance with the VOTING PRIVILEGES section as set forth in ARTICLE II - MEMBERSHIP.
The Chairperson shall appoint task forces and committees as deemed necessary to fulfill the goals of IRECC and in accordance with ARTICLE V - TASK FORCES/COMMITTEES.
The Chairperson shall act as liaison for IRECC at all non-IRECC activities where IRECC representation is deemed necessary by the Chairperson.
The Chairperson shall determine agenda and other issues related to the regularly scheduled meetings.
The Chairperson will be responsible for any other duties as IRECC deems necessary.
Vice Chairperson: The Vice Chairperson shall assume all duties of the Chairperson in the absence of the duly elected Chairperson.
Secretary: The Secretary shall assume all duties of the Chairperson in the absence of the duly elected Chairperson and Vice Chairperson.
The Secretary shall take the roll of all member state representatives during all IRECC activities.
The Secretary shall take, assemble, and distribute to all member state representatives, minutes for all meetings of the Executive Committee, and general membership business meetings. Minutes shall be filed in a timely manner at IRECC=s principal address as required by Montana Law and IRS regulations.
The Secretary shall keep current member state contacts, addresses and phone numbers on the IRECC website.
Treasurer: The Treasurer shall ensure the accurate accounting of IRECC funds in accordance with Montana Law, IRS regulations and requirements of funding agencies. An annual budget will be developed by the Treasurer. The Treasurer shall present a fiscal status report at all Executive Committee and general membership meetings.
At Large: Four members at large will be elected. The at large members will serve on the executive committee and have all responsibilities and privileges as other elected officers. Two at large members shall be formally affiliated with the EMS-C program in their state. The primary responsibility of these two members at large will be to act as a liaison between the eight IRECC states members and the executive committee. The remaining two at large members shall be parent representatives or community advocates who will serve to inform other parents and advocates and to promote EMS-C and IRECC activities among that group.
Each position shall be filled from the attending membership, at the time the officer votes are taken, and in full accordance with the VOTING PRIVILEGES section as set forth in ARTICLE II -MEMBERSHIP.
The term of office shall be two years. As a general rule members of the Executive Committee will be expected to serve at least one term of office if duly elected by the membership. The office of Chairperson is expected to be filled by an officer who has served at least one full term. In the event that none of the incumbent officers can fill the position, the Executive Committee shall appoint a Chairperson in accordance with paragraph one of Article III of these by-laws.
Each position shall be filled by a simple majority vote of all attending member states at the first scheduled business meeting of each election year.
In the event of the departure of an officer for any reason, the Executive Committee shall appoint an officer until the next business meeting, at which time a replacement will be elected by IRECC.
The eight elected officers plus the immediate past Chairperson shall constitute the Executive Committee and shall work with the IRECC members to establish agenda and other related topics.
No one individual may serve more than six consecutive years on the executive committee, except in the capacity of the past chairperson.
Elections shall be from a written ballot. Voting privileges will be restricted to member states in attendance at the time a vote is called. Member states will have no right of absentee vote, nor delayed voting privileges. Ballots shall be destroyed following the voting.
ARTICLE IV - MEETINGS
POLICY
IRECC shall attempt to meet at least once every year. The scheduling of meetings will be governed by need and the availability of funds. Announcement of meetings will be made in writing a minimum of 30 days prior to the meeting.
PROCEDURE
All meetings shall be open to any organization that actively addresses any issue dealing with emergency medical services for children as well as the general public, however, public notice of meetings will not be required.
Meetings shall be called following a simple majority verbal commitment of all member states and a simple majority of executive members present.
All meetings shall be conducted on an informal basis. In the event that disruption or disagreement occurs, the acting Chairperson shall reserve the right to enact Roberts Rules of Order, Newly Revised, as the required format for meeting continuation.
Any representative of a member state may submit items for inclusion in each meeting's agenda.
Minutes of all meetings shall be made available for inspection by interested parties.
Roll call shall be conducted at the beginning of each meeting. Roll call shall consist of the name of each representative and the organization and state they represent. The Chairperson shall identify each absent member state.
ARTICLE V - TASK FORCES/COMMITTEES
POLICY
Special task forces or committees may be formed to provide IRECC with reports and/or recommendations for specific issues, or to prepare materials on specific topics, as deemed necessary.
Task forces may involve any appropriate resource individuals as long as at least one member state representative serves as the chairperson of such task force.
Elected officers and the immediate past Chairperson shall constitute the Executive Committee and shall, from time to time, conduct official IRECC business.
PROCEDURE
Task force or sub-committee membership shall be by appointment by the IRECC Chairperson.
The Executive Committee shall be a standing committee with the express purpose of providing leadership, direction and conducting the affairs of IRECC between general meetings of the membership. Activities of the Executive Committee include, but are not limited to, solicitation of funds from private and public sources, execution of grants and contracts, meeting planning, fiscal accountability, record keeping, and other duties normally associated with such committees.
The Medical Direction Subcommittee shall be an advisory committee with the express purpose of advising the Executive Committee and IRECC with reports and/or recommendations regarding specific medical issues. The Medical Direction Subcommittee shall be comprised of one physician from each member state. A physician shall be identified by the IRECC member from each state to be invited to serve on the Medical Direction Subcommittee. Total membership on the Medical Direction Subcommittee shall not exceed eight, one from each state. In the event that a physician cannot be identified to participate from each state, more than one participant can serve from a single state so long as the total does not exceed eight.
The parent/community advocate subcommittee shall be a standing committee of IRECC. It shall be co-chaired by the two parent/community advocate at large members. The purpose of the committee shall be to provide input into IRECC activities and projects from a parent/community advocate position and to assist in the development of agenda items of interest to this group at the IRECC annual meeting.
IRECC WEBSITE
The following agencies: State EMS and MCH agencies from Member states, National Resource Center, National EMSC Data Analysis Resource Center, Critical Illness and Trauma Foundation and Federal Government may submit information to be posted on the IRECC website without review from the Executive Committee.
Requests submitted from non-member states, organizations or all other agencies not listed above shall be reviewed and approved by the Executive Committee before posting on the IRECC website.
The Executive Committee reserves the right to remove any posting or information from the IRECC website.
ARTICLE VI - AUTHORITY
POLICY
The actions of IRECC shall be consistent with the mission statement as outlined in Article I of these by-laws.
Recognizing that there are a variety of factors which may influence the implementation of any recommendations or actions within each state such as: statutory or regulatory conflict, funding limitations, local protocol or more pressing program priorities, nothing contained herein shall be construed as binding on any member state.
ARTICLE VII - FISCAL ACCOUNTABILITY
POLICY
IRECC shall account for all fiscal resources in a manner consistent with generally accepted accounting standards for non-profit corporations.
The fiscal year shall be October 1 to September 30.
The Treasurer shall oversee the fiscal affairs of the organization.
Fiscal policies and procedures pertaining but not limited to bank accounts, signatures, accounting procedures and reporting shall be developed by the Executive Committee and revised independent of these by-laws as deemed appropriate by the Treasurer and with the concurrence of the Executive Committee. Copies of the fiscal policies and procedures shall be available to any member upon request.
At such times as IRECC has annual receipts in excess of $100,000.00 per year from any singular, or all collective sources, an annual independent audit will be conducted by an accounting firm familiar with rules, regulations, guidelines and generally accepted accounting principles for non-profit corporations.
ARTICLE VIII - AMENDMENT OF THE BYLAWS
POLICY
These By-Laws may be amended, altered, revised, or repealed, or new By-Laws may be adopted by providing all member state representatives with a copy of the proposed changes no less than 30 days prior to the meeting in which the changes will be considered and voted upon.
KNOW ALL PERSONS BY THESE PRESENTS that the foregoing By-Laws were adopted as the By-Laws for the Intermountain Regional EMS-C Coordinating Council, Inc. on the _________ day of ____________, ____.
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Secretary
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