BY-LAWS OF CORTLANDT COMMUNITY V

BY-LAWS OF CORTLANDT COMMUNITY VOLUNTEER AMBULANCE CORPS, INC.

		Table of Contents
Article I: Name Offices and Definitions	Article V: Directors	Article IX: Agents, Representatives and Committees	Article XIII: Indemnification
Article II: Purpose	Article VI: Executive Officers and Administrators	Article X: Corps Ethics Guidelines	Article XIV: Amendments
Article III: Fiscal Operating Year	Article VII: Operational Officers and Assistants	Article XI: Prohibition Against Sharing in Corporate Earnings	Article XV: Investments
Article IV: Membership	Article VIII: Election Proceedures	Article XII: Conflicts of Interest	Article XVI: No suspension or waiver of bylaws

ARTICLE I

Name, Offices and Definitions

Name. The name of the Corporation is Cortlandt Community Volunteer Ambulance Corps, Inc., hereinafter referred to as the “Corps”.

Offices. The principle office of the Corps shall be in the Town of Cortlandt, County of Westchester, State of New York. The Corps may also have offices in such other places as the Board of Directors may, from time to time, appoint or the purposes of the Corps may require.

Definitions. “Members” and “membership” as referred to herein, shall include all classes of members. Officers shall mean executive officers and officers of the Board of Directors, each being one in the same, but shall not include Operational Officers.

Wherever used herein and required by the context, the use of either gender shall include both genders.

These by-laws shall not apply to any paid staff, if any exist, and shall only grant rights and privileges to volunteers.

ARTICLE II

Purposes

The purposes for which the Corps is organized are to operate exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, and within such limits:

1. To provide basic emergency medical services to persons requiring such services, including transportation of such persons to hospitals, regardless of ability to pay for such services;

2. To provide or sponsor educational programs to members of the Corps to enhance their ability to provide competent emergency medical care;

3. To provide or sponsor education programs to residents of Cortlandt, New York and its surrounding community in order to increase awareness of emergency medical conditions and treatment for such conditions;

4. To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof and not prohibited by law or inconsistent with the other provisions of the Certificate of Incorporation or these by-laws;

5. In accordance with the above, to have and exercise all powers available to corporations organized pursuant to the Not-for-Profit Corporation Law of the State of New York.

ARTICLE III

Fiscal/Operating Year

The fiscal year of the Corps shall commence on the first day of January of each year and shall end on the 31^st day of December.

ARTICLE IV

Membership

1. Classes of Membership. The Corps shall have three classes of members, with subclasses where listed:

A. Active

(1) Riding

(2) Non-riding

(3) Probationary

(4) Youth Members

(5) Temporarily Active Members

B. Inactive

C. Honorary

2. Powers of Membership. The powers of any class of member may be limited, though not expanded, in the policies of the organization, but at a minimum, shall be as follows:

Active Members. Active Members are those persons who meet the qualifications for such status as provided for in these bylaws and in the policies and guidelines of the Corps, and shall consist of Riding Members, Non-Riding Members, Probationary Members and Youth Members.

(1) Riding Members. Riding members shall be eligible for election as a director and officer and shall be permitted to participate in committees and vote in committee proceedings. Members who are non-residents of the State of New York shall not be appointed or elected to any office. A Riding member may vote if the member is in good standing. Providing the member may vote, such member shall have the authority to vote on all matters brought to the members for a vote by the members, directors, officers or committees.

(2) Non-Riding Members: Non-Riding members may vote on all matters except on the election of operational officers. Such members may serve on committees and may vote therein. Such member may not participate in emergencies, drills, standbys, or trainings (other than those open to the public).

(3) Probationary Members. Probationary Members may not vote on any issue before the membership, the board or any committee. Such members may serve as non-voting members of committees and may have a voice at member meetings. They may not run for operational office or executive office. They may attend social events and all corps functions. The policies may further restrict the powers of probationary members.

(4) Youth Members. Youth Members shall be those members who are sixteen or seventeen years of age. They shall be considered active members of the Corps. They shall be permitted to participate in all emergency operations, drills, trainings, parades, and educational programs. They shall be permitted to attend meetings and participate in committees and may attend all social events. They shall be permitted to have a voice in all meetings and committees. Such members shall not be permitted to vote at meetings or committee meetings, except that they may vote on new youth corps members. They may not operate emergency vehicles. They shall not be permitted to serve as operational officers, directors, executive officers, or committee chairpersons. The policies shall be permitted to dictate additional duties, prohibitions, obligations and privileges of Youth Members.

(5) Temporarily Active Members. These persons are members of other services that are requested to perform active duties on emergency scenes. They are also those members of other classes that attend training with permission. They shall become a “Temporarily Active Member” upon request or permission to appear at an emergency scene to perform a function deemed necessary by a crew Captain or incident commander, but shall be relieved of such status automatically when having returned from such service. They shall not gain any other rights of membership beyond the rights of their present class, other than the right to be covered by insurance benefits applicable to active members.

Inactive Members. Inactive members are not permitted to attend calls or any other emergencies. They shall not be permitted to vote or speak at any meeting. They may not run for office or a board position or become An operational officer when inactive. Any inactive member seeking to regain active status can be required by the Captain to complete a probationary period for an appropriate time. Life Members and Charter Members who have chosen to be inactive may speak at any meeting. Except for Life and Charter Members, no person may remain Inactive for more than twelve months. After twelve months, an Inactive Member shall be automatically terminated without a hearing for failure to meet the membership requirements.

Honorary Members. These members shall not be permitted to vote, hold office or a directorship, or serve on any committee. They shall be permitted to attend social events and functions. They shall not be permitted to attend calls or other emergencies, and shall not participate in training or drills.

3. Active Membership.

A. Membership is not automatic. There is nothing that requires the acceptance of any applicant, but no applicant shall be rejected due to gender, race, sexual preference, ethnicity or religion. All active members must be at least eighteen (18) years of age, except that there may be persons at least sixteen (16) years of age and less than eighteen (18) years of age who are Youth Members. Youth Members must have parental consent to apply. All applicants must be of good moral character and be able to meet any other qualifications as stated in these bylaws. Unless these by-laws state otherwise, no person who has been expelled from the Corps for any reason may reapply for membership.

B. Residence Requirement. There shall be no residence requirements.

C. Physical and mental requirements. Applicants must be able to meet those physical and mental requirements as outlined in the Corps’s policies, except that the Corps may permit service under limited conditions should the Corps consent and the physician deem such service possible.

D. Procedure for Riding Membership.

(1) All applications for active membership must be submitted on a form provided by the Corps and must be signed by the applicant. The application may require a fee for the application. The application shall be turned over to the President, who shall then turn it over to the Membership Committee for review, but only after the Secretary has filed a record of the application. The Membership Committee shall post the application on a board for all members to be able to review for no less than fifteen (15) days. The Committee shall also perform a background and reference check as dictated by the application or policies. The Committee shall then make a recommendation on whether membership should be granted or not. If the Committee recommends against membership, the applicant shall be advised that his application is denied. The membership shall not then vote on the application. The applicant shall be advised that he may reapply after twelve (12) months from the date of the membership committee recommendation.

So long as the Membership Committee recommends approval, then as soon as practical, the application shall be presented to the membership for a vote. A vote by secret, written ballot of the Riding Members shall be conducted at that meeting and membership shall be granted if a majority of the those voting vote in favor. The members may also vote to table the vote pending the receipt of additional information, but only once.

Persons whose application is rejected may reapply twelve (12) months after notice of rejection was provided to the applicant.

(2) Probationary Period. An applicant, once accepted as an Active Member, may be required to complete a Probationary Period for a period of time as specified in the policies of the Corps, but in no event less than six (6) months. The policies may outline the requirements for courses, drills, and other requirements to be completed before a member may be released from Probationary status.

The Captain and Operational officers shall have the sole discretion to release a Probationary Member from Probationary status. The Captain and Operational officers may recommend to the membership to expel the member for failure to complete the Probationary period. The Captain may suspend the member until a decision is rendered from the hearing. There shall be no due process rights afforded this person in the Probationary Period, except that the member may make a statement and answer questions before the membership prior to the vote. Such member shall be notified of the date the re-vote will be conducted.

(3) Re-vote after Probationary Period. After the Probationary Member is released from the Probationary Period, or prior to that time upon the recommendation of the Captain and Operational officers if termination is sought, the Riding Members shall review such member for Riding Member status. A majority of the Riding Members shall be required to vote in favor of the grant of membership. Should a majority vote not be received, the member shall be terminated and shall no longer have any rights of membership. Such member may apply one year after the date of this vote.

4. Non-Riding Members. In order to be approved as a Non-Riding Member, a member must complete the application and have such application recommended by the Membership Committee. Should the Membership Committee recommend the application, then the Riding and Non-Riding members shall be permitted to vote on such membership. A majority of the Riding and Non-Riding members must vote in favor of the grant of membership in order for membership to be granted.

5. Youth Members. In order to be approved as a Youth Member, a member must complete the application and have such application recommended by the Membership Committee. Should the Membership Committee recommend the application, then the Riding, Non-Riding and Youth members shall be permitted to vote on such membership. A majority of the Riding, Non-Riding and Youth Members must vote in favor of the grant of membership in order for membership to be granted.

6. Inactive Members. These members were once Active members (not simply Probationary), but have failed to meet the call attendance requirements as stated in the rules for remaining in good standing as defined below. Members shall automatically become Inactive upon their failure to maintain the good standing call attendance requirements over a period of six (6) months. Inactive members are also those members on a leave of absence. No person shall remain an inactive member for longer than twelve (12) months, except for persons on military leave and inactive life members who may remain inactive forever.

7. Honorary Member. Any person may be elected as an honorary member by the affirmative vote of a majority of the voting members present at a regular meeting of the members.

8. Transfer of Membership Categories. Any person transferring from Riding Member to any other category shall require only the approval of the membership permitted to vote on such an application. Any person transferring to Riding Membership shall be required to undergo the same process s as any new applicant, accept that if at any time such transfer is denied, he shall not lose the present category of membership.

Youth members, upon reaching the age of 18, must complete the same process as any new applicant in order to become a Riding Member.

Riding Members may transfer to any other category of Active Membership, with the permission of the Captain, unless they are under investigation for any charge or have been suspended.

9. Prior Members. Prior members must continue through entire process as any new individual applicant.

10. Other Requirements of Membership. Additional duties, prohibitions and requirements of membership may be set forth in the policies of the Corps, but in no event may the policies take away any rights bestowed in these by-laws. Membership shall be continued only if members shall meet any and all such requirements as contained in these by-laws as well as the policies.

11. Good Standing for Active Members. Active Riding Members are in good standing if they ride 20 calls, attend a minimum of 4 regular and or special member meetings for the 12 month period September 1 to August 31. Active Non-Riding Members must attend a minimum of 4 regular and or special meetings for the 12 month period September 1 to August 31.

12. Life Member Status. Those persons who have served at least ten (10) active years in the Corps according to records maintained by the statistician, each in good standing shall become Life Members. Alternatively, an active member with less than ten (10) years as such may, under special circumstances, request and be awarded Inactive Life Membership Status, subject to the approval of 2/3 of the vote of the Active and Active Life Members.

A. Active Life Members. Life members who remain active shall have the same privileges as any active member.

B. Inactive Life Members. Life members who are not still active members shall be permitted to attend all social functions and may speak at meetings following the guidelines outlined in Article IV, Paragraph 19. They may vote at any meetings and shall be permitted to serve as officers or board members. They shall have a voice at all meetings. Inactive Life Members may be inactive forever.

13. Charter Member Status. Those persons that have signed the original certificate of incorporation shall automatically hold Charter Member Status. This status shall permit such member to attend any meeting and have a voice. A Charter Member shall be an inactive member unless the member holds another category of membership, and shall have the powers of the other class of membership to the extent that they are broader than this status provides. As an Inactive Member, such person has no duration of time for which the member can remain inactive. A Charter Member shall be permitted to attend all social events without invitations and can be present upon the building at any time.

14. Membership Cards. All persons who hold any type of membership shall be issued a membership card. No type of membership card shall be transferable to another person.

15. Discipline of Active Members. In addition to the requirements and procedures stated in these by-laws, the policies of the Corps may proscribe additional reasons for the discipline, suspension or termination of membership, but such policies shall not abrogate or amend these by-laws. Status of active membership as to whether one may vote or is on probation, may also be determined by policy.

A. Reasons for discipline, suspension and termination.

(1) Failure to adhere to membership requirements. Members who have been on the inactive list for one year may be terminated (except for Inactive Life and Charter Members). The Board of Directors must first recommend a penalty, if any. Upon the completion of the twelfth month, such member shall automatically be terminated.

(2) Conviction of or plea to a felony. The membership of any member shall terminate immediately without a vote required if he is convicted of or pleas to a felony in any degree while a member.

(3) Miscellaneous violations. A member may also be suspended or terminated upon the following:

(1) Breach of the bylaws

(2) Breach of the policies

(3) Insubordination

(4) Incompetence

(5) Acting in a manner not-becoming a member

(6) Conviction or plea to any felony, sexual related crime, arson, violent crime, driving while impaired, child endangerment or theft/larceny.

(7) Willfully damaging equipment, apparatus or other property of the Corps

(8) Removing Corps property without permission

(9) Revealing confidential information of the Corps

(10) Taking action which damages the reputation of the Corps

16. Potential Punishments. Various punishments are available for the Board of Directors to impose, including but not limited to short and long term suspension, public censure and reprimand, imposition of fines for replacement of damaged or stolen equipment, and termination as a member.

17. Temporary suspension. The Captain shall have the ability to suspend a member until the next regular meeting of the Board of Directors or for thirty (30) days, whichever is later, for any action or omission which threatens patient or public safety or the safety of property. An operational officer, crew chief or incident commander shall be permitted to suspend a member in the interest of patient or public safety or safety of property for up to forty-eight (48) hours. The Captain may continue the suspension until the next regular meeting of the Board. The Captain also shall have the ability to lift the suspension upon review without submitting the incident to the Board of Directors for review. At the meeting of the Board of Directors, the Board may vote to continue the suspension for up to two months only without any further action or may discontinue the suspension. A majority vote of the Board shall be required to suspend any member for up to a total of two months. The Board also may recommend that the member be permanently removed or suspended up to a year so long as it follows the procedures set forth under this Article.

18. Suspended Member Restrictions. Members who are suspended may not, for the entire period of the suspension, attend any Corps function other than is related to the affiliated hearing or investigation. Suspended members shall not in any way identify themselves as being affiliated with the Corps, such as by wearing insignia or other marked clothing. Such members may not be present on Corps’s property or in its vehicles. No benefits or privileges of members may be exercised. Any violation of this rule shall permit the Board to continue the suspension for an appropriate period of time, up to an additional two months. Nothing shall prohibit a suspended member from exercising any rights available to him as a member of the public as if he were not a member.

19. Permanent Removal/Suspension for Cause. Permanent Removal for Cause or a long term suspension (up to one year maximum) shall be vested in the Board of Directors. A removal or suspension for cause is one that does not involve a failure to adhere to membership requirements (such as attendance policies), but instead involves a breach of the by-laws or policies or another violation which is so severe that removal is the only proper punishment or means to protect the Corps. A member may be suspended by the Captain or the Board of Directors by majority vote pending the outcome of the Membership vote. The procedure for a for-cause removal/suspension up to one year shall be as follows:

(1) Initial Actions. The Captain shall report the suspension to the President of the Board within two days of the suspension, or if no suspension, of learning about the act or omission. Any five riding active members (except Probationary and Youth) may also recommend to the Board, in writing, that a member be permanently removed or suspended up to one year. The President shall then convene the Board of Directors, and the Board shall determine whether or not it desires to pursue permanent removal or a long term suspension. If at least two of the Board members desire to pursue a permanent removal or suspension up to one year, then the Board shall construct the charges. A vote of at least two Board members shall be required to construct each charge. The Board shall provide the charges to the President.

(2) Notice and Hearing. The President shall provide the member a letter, by certified mail, which provides all charges alleged with specific dates. (See Appendix) Such notice shall provide the member with at least ten (10) days and no more than thirty (30) days notice of an administrative hearing. The member shall be advised that it is permitted to submit a written response at any time before the hearing. The notice shall also state the time and place of the hearing, and shall advise that the member may be represented by counsel. A hearing committee/grievance committee shall be appointed by the Board of Directors, and the chair of the hearing committee shall also be appointed by the Board of Directors. All or part of the Board may serve as the Hearing Committee. The notice shall also state the name of the Hearing Committee members. The member shall be afforded four days from receipt of the notice to object to the members of the Hearing Committee, but the only reasonable objection is that a member of the committee is biased or was a witness. Upon receiving an appropriate objection which the President deems reasonable, the President shall appoint a new member to the committee who is not objectionable and notice shall be promptly provided of the new member.

(3) The hearing. At a hearing, the member will be permitted to present a defense to the charges. A hearing shall be recorded and not edited in any manner in writing, on audio tape or on video. The Hearing Committee will determine what the facts of the incident(s) are and will render a statement of facts for each charge. The member may present proof that could serve to mitigate any punishment if he desires. The Hearing Committee will then present its determination of the facts in a written decision to the member within one week of the hearing.

(4) Appeal of the hearing. The member may appeal the determination of facts to the Board of Directors. A statement of the appeal must be presented to the Board of Directors within one week from the date the member received the decision. Upon a request for an appeal, the Board of Directors may affirm the factual findings, order a new hearing to answer any specific questions of fact deemed dispositive of the issues, or may issue its own statement of facts. There shall be no appeal from the statement of the Board of Directors. Should the hearing officer be a board member, he shall not participate in the appeal or any related discussion. Should the member not appeal, the Board must endorse the hearing officer’s findings.

(5) Vote by the voting membership. Once the facts are settled, either by the failure of the member to take an appeal or by action of the Board as outlined above, the Board shall submit the hearing officer’s or Board’s written decision of the facts to the active members, in accordance with the facts as written, and not with any other facts not in evidence. The Board of Directors shall be provided at least ten (10) days written notice of the meeting and shall be informed of the purpose of the meeting. Notice of this meeting may be given before the Board actually held a hearing. The membership shall be provided only the facts of the hearing as provided in writing and the recommendation of the Board. Only board members may vote upon the punishment. If the member in question is a Riding Member, then only Riding Members may vote. If the member in question is a Non-Riding Member, then both Riding and Non-Riding Members may vote. If a member is a Youth Member, then only Riding and Non-Riding Members may vote. No facts other than those in the written decision may be discussed at the vote. However, the Board may consider the charged member’s service record. A majority of the membership present at a meeting voting in favor of a punishment shall be required to impose a punishment.

The board may also impose a fine for stolen or damaged property, the failure of which to pay shall result in termination.

20. Resignations. A resignation of membership must be made in writing and addressed to the President who will present it to the active members at the same or the next regular meeting. No resignation may be accepted if the member is not in good standing with the Corps, or owes any fines or still possesses any equipment or property of the Corps. In the event the member holds property or owes fines, the vote shall be tabled until the next regular meeting. If the member has again failed to remit any fines and property owed, the member shall be expelled without further due process.

21. Leaves of Absence. A leave of absence, once granted, shall render a member inactive and the member shall enjoy only those privileges of an inactive member for the duration of the leave. A member may request a leave of absence from the Board so long as the member is in good standing and is an active member. With the exception of leaves for military duty, no leave may be granted for more than one year, at which time the leave will be automatically converted to a permanent resignation. A member who is terminated for this reason may reapply for membership in the future. Any member on leave for a medical reason shall not return unless a physician has confirmed in writing that the member is physically and emotionally fit for active service. Military leaves shall have no maximum duration and the leave shall be counted towards a member’s time with active service in the Corps, except for qualifications for board member or executive or operational officer status.

22. Voting on affairs of Corps by members permitted to vote. Unless otherwise stated in these by-laws, all votes requiring a vote of the members shall require a quorum of those active members permitted to vote and shall then be approved or rejected by a simple majority of those permitted to vote. In all such cases of votes of the membership at any regular, special or annual meeting, a quorum shall consist of the presence at the vote on any issue of at least fifteen active members permitted to vote, twenty-five percent of the members entitled to vote, whichever is less. The President may not vote, except that in the event of a tie, the President shall break the tie. The President shall be counted in the quorum.

23. Requirements for voting and record date for voting at regular and special membership meetings. Any Riding, Non-Riding or Youth Active Member or Inactive Life Member may vote at any regular or special meeting on any such topic until such time as he fails to meet the requirements of active membership. A list of active members shall be maintained by the secretary of the Corps and produced upon request. The list shall be available prior to every member meeting.

24. Requirements for voting and record date for voting at the annual meeting. Inactive Life members who have attended at least thirty (30%) percent of the regular or special membership meetings, including the present annual meeting, shall be permitted to vote for executive officers and Board of Director positions. Any active member in good standing shall be permitted to vote on all matters.

25. Annual Meeting. The annual meeting of the Corps shall be held at the time and location chosen by the Board of Directors.

26. Notice of Annual Meeting. Notice of the time, place and purpose or purposes of the annual meeting shall be served either personally or by mail not less than 10 days nor more than 50 days before the meeting upon each person who appears on the books of the Corps as a Director or Member thereof, and, if mailed, such notice shall be directed to the Director and Member at his/her address as it appears on the books of the Corps unless he/she shall have filed with the secretary of the Corps a written request that the notices intended for him/her be mailed to some other address, in which case it shall be mailed to the address designated in such request.

27. Proxy Voting. Any member eligible to vote at any member meeting (but not board meetings) shall be permitted to appoint an active member to serve as a proxy for his/her vote, if such person is unable to attend the meeting or any part thereof. A proxy shall not count as attending the meeting for purposes of voting eligibility. No person attending the meeting shall hold more than one proxy. The proxy shall be valid for each vote. A sufficient excuse for being unable to attend the meeting is not required. No request shall be necessary to appoint a proxy. Proxies shall not be counted towards a quorum. The absent member shall still be marked as absent from the meeting if the member fails to attend the meeting. Prior to handing out any ballot to the voting members, a teller shall ensure that any person claiming to have a proxy actually holds one. Proxies shall be made available to all voting members by placing them conspicuously in the Corps’s main office or conspicuous bulletin board. All proxies shall expire immediately after the meeting even if the meeting has been adjourned to a new date. Proxies shall contain, at least, the following information:

A. Name of member absent

B. Name of person designated as proxy

C. The date the proxy was signed.

D. The date the proxy is to be used.

In the event of an unanticipated reason for an absence from any meeting which arises less than ten hours prior to the meeting, a member may simply sign his/her name to a piece of paper indicating the member’s choice for a proxy.

In the event of a death or resignation of the member providing the proxy before the meeting, proxy will be deemed revoked and invalid.

There shall be no appeal of any vote or election based upon a proxy’s failure to vote as the absent member desired.

28. Regular Meetings. The regular meetings of the Corps may be called at the time, date and place of the discretion of the Board of Directors and shall continue until such meeting is properly closed by vote of the active members.

29. Notice of Meetings. Written notice of all regular meetings shall be provided to every member entitled to vote at such meeting. Such notice shall state the place, date and hour of the meeting and indicate that it is being issued by or at the direction of the person calling the meeting. If the meeting is a special meeting, the notice shall also state the purpose(s) of such meeting. The notice shall be given personally or by first class mail, no less than ten nor more than fifty days before the date of the meeting. Notice may be given by any other class of mail, but in such case shall not be given less than thirty nor more than sixty days before such date. Notice shall be deemed given when mailed, when the notice is placed in the mailbox with prepaid postage thereon.

30. Special Meetings. Special meetings of the Corps may be called at any time by a majority of the seated members of the Board, the President or by enough members entitled to cast ten (10) per cent of the total number of votes entitled to be cast at such meeting. Those members, however, must demand such meeting in writing and specify therein the date and month of the meeting, such month being not less than two nor more than three months from the date of such written demand. The demand must also include the topic(s) to be discussed and/or voted upon at that meeting. No issue unrelated to that included in the demand shall be raised at the special meeting. The demand shall be presented to the Secretary of the Corps. The Secretary shall then promptly give notice of such meeting to the members in accord with the customary manner for providing such notice. Should the Secretary fail to give such notice within five business days after receiving the demand, any member signing the demand may give such notice. The meeting shall be held at the usual place of regular meetings.

31. Dues of Members. The Corps shall not be permitted to charge dues.

ARTICLE V

Directors

1. Management. Management of the affairs of the Corps shall be vested in the Board of Directors. The Board of Directors shall have control of the property of the Corps and shall fix its policies with regard to membership requirements. The Board shall have the power to employ necessary staff and other help, authorize expenditures, and take all necessary and proper steps to carry out the purposes of this Corps and to promote its best interest. The Board shall have the power to contract and purchase on behalf of the Corps. The Board shall be responsible for the development and maintenance of all administrative and membership related polices and guidelines. The Board shall have the power to discipline. The Membership shall have powers reserved to it, including the right to admit new members.

2. Qualification. Each Director shall be at least 18 years of age, a citizen of the United States and a resident of the State of New York. There shall be two categories of directorships: Corps Members and Community Members. Any Corps Riding or Non-Riding member that has served as an active member in good standing for twelve (12) of the last eighteen (18) months shall be eligible for the Corps director positions. No more than six (6) months of Probationary time shall be included in the twelve months. No probationary or youth member may serve as a director. Members of the community that have not been terminated from Corps membership or who have not resigned in bad standing may serve as directors. No Community person is eligible that has served as an active or inactive member in last twelve months.

No more than two (2) members of the total board of directors may be elected to serve on the board whom are related by blood or marriage or by a 1^st generation separation (parent/child, husband wife/siblings or step siblings). No two (2) persons that reside in the same household in any manner may serve on the board, excluding landlord/tenant relationship. In no event may the treasurer and president be related by blood or be a 1^st generation separation.

3. Members, Number and Term of Directors. The number of Directors constituting the entire Board of Directors shall be no fewer than nine (9) directors and no more than sixteen (16) members. The directors and terms shall be as follows:

A. Community Member Directors

(1) Seven (7) positions

(2) Two (2) year terms

(3) One (1) Alternate Director: Such person must attend all meetings of the Board. This position may participate and speak at meetings, but may only vote in the absence of the community members of the Board. Such person shall only count towards the quorum in the absence of one community director.

(4) There shall be no limit on consecutive terms or number of terms

B. Corps Member Directors (Active or Associate)

(1) Six (6) positions

(2) Three (3) year terms

(3) Only two (2) consecutive full terms. A person having completing three terms of office of a total of at least seventy (70) months may not hold the position until at least twelve months has elapsed between the day the term ends and the day the new term would begin. The day the term ends shall be the date that the term would have ended had the director remained in office, regardless of whether or not the director resigns prior to the term’s regular ending date. Any person that has filled a vacancy in such position and has served for at least twenty-three (23) months may only serve one additional term of office prior to having to not serve in such office for twelve (12) months, as stated above in this subparagraph.

C. President

(1) One (1) year term

(2) No limit on number of consecutive terms.

D. Treasurer/Corporate Secretary

(1) One (1) year term.

(2) No limits on consecutive terms.

E. Captain

(1) One (1) year term.

(2) No limits on consecutive terms.

4. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors. No resignation may be effective more than thirty (30) days from the date the resignation is accepted. A majority of the board members present must approve the acceptance of the resignation. Any resignation not so accepted shall be deemed to have the director resigned while in bad standing.

5. Vacancies. Vacancies among such Directors for any reason, may be filled by vote of a majority of the eligible voting members. The vacancy shall be announced at least one regular meeting prior to the election to fill the vacancy. A Director elected to fill a vacancy shall hold office until the completion of the term, and then until his successor is elected and qualified.

6. Removal of Directors. Any or all of the Directors may be removed for cause by a majority of the eligible voting membership, or may be removed without cause by 2/3 of the members present at a regular meeting of the members. Notice of the meeting at which any removal will be conducted must include a statement in bold type letters that a vote will be taken to remove a director, and must list which director(s) are sought for removal. Notice shall be provided in the manner required by these bylaws.

7. Attendance Requirement. Directors must attend at least three (3) regular meetings of the Board during the year of their service. Any person failing to meet such requirement shall not be eligible for election for at least two years from the end of the year of service.

8. Annual Meetings. The place and time of the annual meeting may be fixed by resolution of the directors but shall be in March.

9. Budget and Finances. A budget shall be created by the Board of Directors for each fiscal year. The budget shall contain projected line item expenses and revenues, as well as reserve funds. The budget shall be approved by the board of directors. The operational officers and the administrative officers shall present their proposed budget to the board for approval. Once the budget has been approved, the Captain and President, individually, can spend funds or incur debt within their line items up to $500 on one item or a group of similar items without approval. Any expenditure or debt incurred over $500 shall require the full board approval. The Membership may also vote to approve up to $500 on any expenditure, without the board able to disapprove the same, so long as there are available funds in a budget line item. There is no limit to the number of times the membership may make such expenditures. No funds may be spent by the members in a reserve or restricted fund. The membership may not vote to approve the transfer of funds from another line item to accomplish this purpose.

10. Regular Meetings. The Board shall meet at such dates and times it deems necessary, and when possible, on the third (3^rd) Wednesday of January, March, May, July, September, November at 8pm at ambulance corps offices. Notice of the meeting shall still be given.

11. Special Meetings. Special meetings of the Board of Directors may be called by the President or captain and must be called on the written demand to the President of any member of the Board of Directors. Such meetings shall be held within five (5) days of receipt of the request. Should the President deem the issue necessary to address an emergency situation, only three (3) hours notice of the place and time of the meeting shall be necessary prior to the meeting, and notice may be given in writing, by person, by portable radio, by phone, or by pager. Directors must have provided consent in advance for any form of notice permitted by this bylaw other than the written notice provided by writing.

12. Quorum. At all meetings of the Board of Directors, two-thirds of the number of filled director positions shall be necessary and sufficient to constitute a quorum for the transaction of business.

13. Notice of Regular Meetings. Written notice of all meetings of directors, whether regular or special meetings shall be signed by the Secretary, and shall be mailed to the last recorded address for each director at least three (3) days prior to the day of the meeting or by facsimile or e-mailing the same at least two (2) days before the day appointed for that meeting, provided directors have provided a facsimile number or email address for this purpose. All notices of meetings shall set forth the place, the date, the time and the purpose of the meeting.

14. Prohibition on Director Voting. No Director shall vote on any matter suggested by any committee upon which they served as a director.

15. Waiver of Notice. The notice of the meeting provided for herein may be waived by a written waiver signed by all the directors. The meeting of the directors may then proceed without said notice and without lapse of the notice period.

16. Tele-conference. One or more members of the board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar device allowing all persons participating in the meeting to hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.

17. Adjournments. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting of the board to another time and place. In such event, notice shall be given to the Directors who were not present at the time of the adjournment, and, unless such time and place are announced at the meeting, to the other Directors.

18. Place of Meetings. Annual and regular meetings of the board may be held at any place within the State of New York. Special meetings of the Board may be held at any place within or without the State of New York. Unless otherwise stated in these by-laws, the time and place for holding annual, regular or special meetings of the board shall be fixed by the President.

19. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors or committee shall be filed with the minutes of the proceedings of the Board of Directors or the committee.

20. Ex-Officio Directors. Any person may be appointed by the board as an ex-officio (non-voting) member of the Board of Directors. The number of persons so appointed shall not be limited and shall not be counted in determining the number of directors specified in paragraph three (3) thereof or the quorum of the Board under paragraph twelve (12). An ex-officio director shall be entitled to attend all meetings of the Board of Directors with the full right to participate in discussion, but without the right to vote upon its deliberation. The Captain shall be an ex-officio member of the board.

21. Compensation. Directors, as such, shall not receive any salary for their services as directors but by resolution by the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board and of any committee of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corps in any other capacity and receiving compensation therefore. Such compensation shall be reasonable and commensurate with services performed.

22. Annual Report of the Board of Directors. The Board shall present at the annual meeting of members a report, verified by the president and treasurer or by a majority of the directors, or certified by an independent public or certified public accountant or by a firm of such accountants selected by the Board, showing in appropriate detail the following:

A. The assets and liabilities, including the trust funds, of the corporation as of the end of a twelve month fiscal period terminating not more than six months prior to said meeting.

B. The principal changes in assets and liabilities, including trust funds, during the said fiscal period.

C. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes during said fiscal period.

D. The expenses or disbursements of the corporation, for both general and restricted purposes, during said fiscal period.

E. The number of members of the corporation as of the date of the report, together with a statement of increase or decrease in such number during the said fiscal period, and a statement of the place where the names and places of residence of the current members may be found.

F. The annual report of directors shall be filed with the records of the corporation and a copy thereof shall be placed in the minutes of the annual meeting of the members.

ARTICLE VI

Executive Officers and Administrators

1. Executive Officers. The Executive Officers of this Corps shall consist of a President, Vice-President, and Treasurer/Secretary. Operational officers such as the Captain and shall not be considered “Executive Officers” of the Corps for purposes of these by-laws. The policies of the Corps may provide requirements for election to office.

2. Administrators. There shall be administrators of the Corps. A Recording Secretary and a Corporate Secretary shall be appointed by the Board. A Historian shall be appointed by the President. An Infection Control Officer shall be appointed by the Captain.

3. Vacancies. In case any office of the Corps becomes vacant by death, resignation, retirement, disqualification or other cause, the active members may elect an officer to fill such vacancy, and any officer so elected shall hold office and serve until the election and qualification of his or her successor at the next annual meeting where such vote would regularly occur. If an administrative position becomes vacant, the Board will reappoint a new administrator.

4. Qualifications. In order to be elected or appointed to an office, a member must have the following qualifications:

a. President: