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(As adopted on 4/26/1988) (As amended on 12/09/1997) (As amended on 8/10/2004) ARTICLE I NAME The name of the Corporation shall be, BARRE EMERGENCY AND RESCUE SQUAD, INC. 1. The principal office of the Corporation shall be located in BARRE, County of Worcester, Commonwealth of Massachusetts. 2. The corporate seal, should the Board of Directors vote to have one made, shall bear the words, BARRE EMERGENCY AND RESCUE SQUAD, INC. ARTICLE II MEETING, ANNUAL The annual meeting of the Board of Directors shall be held on the second Tuesday of February at 8 P.M., for the transaction of any business as may come before the members for action. The meeting shall be called by written notice, stating the time, place and purpose thereof, which shall be given by the Secretary/Clerk at least seven (7) days before such meeting, to each member at his residence or place of business or by mailing it to each member at his address as it appears on the books of the Corporation. ARTICLE III BOARD OF DIRECTORS The Board of Directors shall consist of from nine (9) to fifteen (15) directors, elected for three (3) year terms plus the current officers of the Squad. No current Squad member shall also be a member of the Board of Directors, with the exception of Squad members who were also Board members at the time the By Laws were amended. 1. Powers - The business of the Corporation shall be managed by a Board of Directors, who may exercise all the powers of the Corporation, except as otherwise provided by these By-Laws. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled. 2. Membership and Election - The exact number of Directors shall be determined at each annual meeting of the Directors (subject to change as provided in Section 4 of the Article
III). At each annual meeting of the Board of Directors, any vacancy in the Board of Directors shall be filled by a majority vote of the Directors then in office. 3. Vacancies - Any vacancy in the Board of Directors, occurring other than by term expiration, may be filled by vote of a majority of the Directors then in office at any regular or special meeting. Such term is to expire at the next annual meeting. 4. Tenure - Except as otherwise provided by these By-Laws, Directors shall hold office until the expiration of their three (3) term. Any Director may resign by delivering his or her written resignation to the Corporation, at its principal office, or to the President, Secretary/ Clerk, or Treasurer. Such resignation shall be effective upon receipt, unless it is specified to be effective at some other time or the happening of some other event. 5. Removal - A Director may be removed from office for cause by vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard. Every Director who fails to attend at least fifty (50) percent of the regular meetings of the Board of Directors as measured over the previous twelve ( 12) month period, shall be considered by the Personnel Committee for removal from office. The Personnel Committee shall present its recommendation to the Board of Directors, who, after allowing said Director to be heard, shall vote either to retain in office, or remove from office, said Board member. 6. Meetings - Regular meetings of the Board of Directors will be held bi-monthly on the second Tuesday at 8 P.M. in the even numbered month in the Squad room. Special meetings of the Directors may be called for by an Officer of the Board or two or more Directors The Secretary of the Corporation shall endeavor to provide all Directors with at least 7 days written notice of any regular or special meeting. 7. Quorum - At any meeting of the Board of Directors a majority of the Directors then in office, but not exceeding nine (9) Directors, shall constitute a quorum. Less than a quorum may adjourn any meeting. 8. Voting - At any meeting of the Board of Directors at which a quorum is present, a majority of those present may take any action on behalf of the Board of Directors, except to the extent that a larger number is required by these By-Laws. ARTICLE IV OFFICERS OF THE CORPORATION 1. Enumeration of Officers - The Officers of the Corporation shall consist of a President, a Vice President, a Treasurer and a Secretary/Clerk. 2. Election - The President, Vice President, Treasurer and Secretary/Clerk shall be elected annually by the Board of Directors at its annual meeting. 3. Qualification - All Officers must be Directors. No two (2) or more offices may be held by the same person. No Squad Officer shall simultaneously be an officer of the Board of Directors. The Secretary/Clerk shall be a resident of Massachusetts. 4. Tenure - Except as otherwise provided by law, by the Articles of Organization or by these By-Laws, the President, Vice President, the Treasurer and the Secretary/Clerk shall
hold office until the annual meeting of the Board of Directors and thereafter until their resignation or removal as specified herein or until their respective successors are chosen and qualified. Any Officer may resign by delivering his or her written resignation to the Corporation at its principal office or to the President, Secretary/Clerk, or Treasurer and such resignation shall be effective upon receipt unless it is specified to be effective a t some other time or upon the happening of some other event. 5. Removal - The Board of Directors may remove any Officer with cause only after reasonable notice and opportunity to be heard by the Board of Directors. 6. Vacancies - Any vacancy in any office, however arising, may be filled for the unexpired portion of the term thereof by the Board of Directors. 7. President - The President shall be the Chief Executive Officer of the Corporation and: (i) shall, subject to the direction and control of the Board of Directors, have general supervision and control of the business of the Corporation. (ii) shall preside at all meeting of the Directors, (iii) shall perform such other duties and have such powers as may be designated from time to time by the Board of Directors, 8. Vice President - The Vice President shall perform the duties of the President during the President's absence or disability and perform such duties and have such powers as may be designated from time to time by the Board of Directors. 9. Treasurer - The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account of the affairs of the Corporation. The Treasurer shall (i) have custody of all funds, securities, and valuable documents of the Corporation except as the Board of Directors may otherwise provide, and (ii) perform such other duties and have such other powers as may be designated from time to time by the Board of Directors. The Treasurer shall make a report to the Board of Directors at each meeting. The accounts of the Corporation shall be audited within 60 days following each annual meeting by a representative of the Board of Directors. 10. Secretary/Clerk - The Secretary/Clerk shall keep a record of all meetings of the Board of Directors and attendance of Directors at all meetings of the Board of Directors. In addition, the Secretary/Clerk shall perform such other duties and have such other powers and may be designated from time to time by the Board of Directors. In the absence of the Secretary/Clerk from any meeting of the Board of Directors, a Temporary Clerk, designated by the person presiding at the meeting, shall perform the duties of the Secretary/Clerk at such meeting. The Secretary/Clerk shall also keep, or cause to be kept, in Massachusetts, the records of the Corporation, including minutes of all meetings and data relating to the Directors, including the names of all Directors and record addresses. ARTICLE V EXECUTIVE BOARD AND COMMITTEES 1. Executive Board There will be an Executive Board consisting of the Officers of the Corporation and Officers
of the Squad. The President shall be the Chairman of the Executive Board. The Executive Board shall meet upon call for the purpose of performing urgent business that cannot wait for action at a regular meeting of the Directors. Any action of the Executive Board shall be reported at the next meeting of the Board of Directors. The Officers of the Corporation shall meet within 30 days after the annual meeting to appoint all Committees and their Chairmen in accordance with these By-Laws. There shall be the following standing committees: Nominating, Personnel, Finance, Social, By-Laws, and other committees as the Board of Directors shall deem necessary. Committee action shall be considered recommendations to the Board of Directors. No Committee action shall bind the Corporation. The President of the Board of Directors is ViceChairman of all committees and a non-voting member thereof. The Vice President is a voting member of all Committees. 2. Committees - The Board of Directors may vote to delegate to the Executive Board or other Committees some or all of its powers except those which by these By-Laws, it is prohibited from delegating. In no event shall the following powers be delegated by the Board of Directors to any Committee established by it: a.) The power to change the principal office of the Corporation; b.) The power to amend these By-Laws; c.) The power to elect officers required by law, by the Articles of Organization, or by these By-Laws to be elected by the Directors and the power to fill vacancies in any such offices, d.) The power to change the number of members constituting the Board of Directors and the power to fill vacancies in the Board of Directors; e.) The power to remove Officers from office or Directors from the Board of Directors. The Chairman of each committee will appoint a member to act as secretary who will record the minutes of each Meeting. 3. Nominating Committee The Nominating Committee shall present at the regular meeting prior to the annual meeting of the Board of Directors, a slate of names for all offices to be filled, both for Board and Squad positions. The Nominating committee shall consist of the Vice President, two (2) other members of the Board of Directors, and two (2) members of the Squad who are not also members of the Board. 4. Personnel Committee The Personnel committee shall consist of the Vice President as Chairman, two (2) other members of the Board of Directors, and two (2) members of the Squad who are not also members of the Board. The duties of the Personnel Committee shall include: a.) Consider applications for Squad membership or ancillary positions in accordance with Article IV of these By-Laws. b.) Investigate all complaints and/or grievances brought to their attention. The Committee will interview persons involved separately. Upon reaching a decision the Committee will announce their recommendation with all persons involved present. If called for, disciplinary action other than discharge can be given by the Committee. In the case of a recommendation of removal the Committee will make a complete report of the situation to the Board of Directors for a final decision. In every instance, however, the Committee will make a complete report of the situation to the Board of Directors for their information as to the disposition of the situation. Should a decision of
the Committee meet with the disapproval of a disputant, an appeal may be made to the Board of Directors for review. At least one representative of the Personnel Committee will appear before the Board to explain the position of the Personnel Board. 5. Finance Committee The Finance Committee shall consist of the Treasurer, as Chairman, Captain of the Squad, plus one additional Squad member and one other member of the Board. When possible the Board member should be the immediate past Treasurer. When possible the Squad member should be the immediate past Captain. Duties: a.) Periodically review and recommend to Board, spending limitations for the following; i.) Captain ii.) Committee Chairman iii.) Executive Board b.) Establish for Board action, squad expense reimbursement rules. c.) Establish short and long term priorities for equipment needs. d.) Consult, when requested, on equipment purchases of significance. 6. Social Committee 7. By-Laws Committee Except as the Board of Directors may otherwise determine any such Committee may make rules for the conduct of its business. Each such Committee shall report its minutes and attendance to the Secretary of the Board of Directors. The Board of Directors shall have the power to rescind any action taken provided however, in the case of the Executive Board, no such rescission shall have retroactive effect. ARTICLE VI THE SQUAD 1. Duties - The duties of the Squad shall be to respond promptly to emergency calls for rescue or medical assistance, to carry out these emergency operations efficiently, and to operate carefully all vehicles and equipment. Each member shall perform his/her duties in conformity with the "Standard Operating Procedures" and local, state and Federal laws. It shall be the responsibility of each member to be fully acquainted with the contents of the "Standard Operating Procedures", and to maintain skills and certification of his/her level. Conduct shall be in the best interest of the Corporation at all times, and any incident contrary to these interests must be reported to a Squad Officer by any squad member who is a witness to such conduct. 2. Membership - The Squad shall consist of the following categories of people: a.) Regular Members - A Massachusetts certified Emergency Medical Technician- (EMT), currently certified in Cardio pulmonary Resuscitation (CPR), and who has completed a probationary period b.) Probationary Members - i.) EMTs who have been provisionally appointed to the Squad. or, ii.) Non-EMTs- people who have been provisionally appointed to the Squad such nonEMTs must secure their EMT certification within 6 months or have their membership reviewed by the Board of Directors. No person shall be appointed a regular member of the squad until he/she has been approved by the Captain or his/her designee.
d.) Cadets - The Cadets shall be at least 16 1/2 years old, have a Mass. Driver's License, parental permission, be a full time student, have a recommendation from the Guidance Department, be in good physical condition, and be CPR and First Responder Certified. The Cadet will meet requirements as listed in the Standard Operating Procedures. 3. Applicants for Squad Membership - Any resident of the Town of BARRE, Massachusetts, of good character and physical condition, and at least eighteen (18) years old, shall be eligible for membership. Also eligible will be those persons whose presence in, or proximity to, BARRE, Massachusetts, would make it possible for them to make a worthwhile contribution to the Squad. An applicant for Squad or Ancillary membership, should be sponsored by two (2) regular members of the Squad, who will submit a signed application to the Chairman of the Personnel Committee. This applicant will be CPR certified and will submit, with his/her application, a doctor's letter certifing his fitness to serve and be subject to any applicable records check. The Committe will invite the applicant and sponsors for an interview, to be held as soon as possible after the receipt of the application. The Captain, or a Squad Officer designated to represent the Captain, should be in attendance at this meeting. The Personnel Committee may waive the holding of an interview, if, in their judgment, an interview is not warranted by circumstances. In any event, the Captain, or the Captain's designated representative, should attend every meeting concerning an application. Upon the committee reaching a positive recommendation, the applicant will begin his or her probationary status. The committee will present the applicant to the Board of Directors for their final review and official acceptance. 4. Removal of a Member - A squad member may be removed from the Squad for cause by a vote of a majority of the Board of Directors then in office. A Squad member may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him/her. 5. Meetings - Regular meetings of the Squad may be held by call of the Squad Officers. Regular meetings shall be held in the squad room. These meetings will be for general business, training and recertification, as needed. 6. Tenure - Except as otherwise provided by law, by the Articles of Organization, or by these By-Laws, a squad member shall maintain the position of member in good standing and regular member if he/she remains current in his/her certifications and provided he/she is not removed under any of the provisions of these By-Laws. Any member may resign by delivering his/her written resignation to the Captain or Board of Directors. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 7. Leave – Upon returning from a leave of absence, Squad members must fulfill all obligations of the Barre EMS for a six month period. Failure to fulfill this minimum six month period automatically removes the member from the Squad. ARTICLE VII OFFICERS OF THE SQUAD
1. Squad Officers - The Officers of the Squad shall consist of a Captain, First Lieutenant and Second Lieutenant. There may be one extra Second Lieutenant for every ten (10) regular Squad members (or fraction thereof) exceeding twenty (20) at the option of the Board of Directors. 2. Election of Officers - The Board of Director shall elect the Squad Officers at the annual meeting of the Board of Directors. The Captain and First Lieutenant shall be elected for a term of two ( 2) years. The Second Lieutenant(s) shall be elected for a term(s) of one year with the Board of Directors determining who will hold the rank of Senior Second Lieutenant. The Captain shall be limited to serving two (2) consecutive terms excepting any partial terms. The Board of Directors may, by a two/thirds vote make an exception to the Captain's two term limit. 3. Captain - The Captain shall be the chief operating officer of the Squad. He/she shall be in command of all operations and be responsible for the efficient discharge of all the functions of the Squad. The Captain shall perform all duties determined by the Board of Directors and report to the Board of Directors at each meeting. 4. First Lieutenant - The First Lieutenant shall be second in command of the Squad. He/she shall perform the duties of the Captain during the Captain's absence or disability. The First Lieutenant shall perform all duties determined by the Captain. 5. Second Lieutenants - The Senior Second Lieutenant shall be third in command of the Squad. The Second Lieutenants shall perform all duties determined by superior officers of the Squad . 6. Removal of Officers - An officer of the Squad shall remain in his/her position until he/ she resigns is removed, his/her term expires or his/her successor has been qualified. An officer may also be removed by the Board of Directors, for reasonable cause, having given said officer reasonable time and notice to be heard. 7. Vacancy - Any position vacated by a squad officer shall be filled by the Board of Directors at its next regular meeting to expire at the next annual meeting. ARTICLE VIII NON-DISCRIMINATION POLICY The Corporation will not discriminate against applicants for membership, for advancement, or for training on the basis of sex, age, race, color, creed or country of national origin. Similarly, the Corporation will offer its services to anyone needing them, without regard to sex, age, race, color, creed or country of national origin of the patient. ARTICLE IX REGULATIONS All standard operating procedures will be subject to the approval of the Board of Directors.
ARTICLE X BY-LAWS By-Laws may be altered, amended or repealed, or new By-Laws added, by an affirmative vote of a two thirds of the Directors present at any special or regular meeting of the Board of Directors, providing that written notice of the proposed action is given in the call of meeting and that a quorum is present. ARTICLE XI INDEMNIFICATION AND LIABILITY The Corporation shall, to the extent legally permissible, indemnify each person (and his heirs, executors, administrators, or other legal representatives) who is, or shall have been, a director or officer of the Corporation, or any person who is serving, or shall have served, at the request of the Corporation as a director or officer of another corporation, against all liabilities and expenses (including judgments, fines, penalties and attorneys' fees and all amounts paid in compromise or settlement) reasonably incurred by any such director, officer or person in connection with, or arising out of, any action, suit or proceeding in which any such director, officer or person may be a party defendant or with which he may be threatened or otherwise involved, directly or indirectly, by reason of his being or having been a director or officer of the Corporation or such other corporation, except in relation to matters as to which any such director, officer or person shall be finally adjudged, other than by consent, in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the Corporation; provided, however, that indemnity shall not be made with respect to such amounts paid in compromise or settlement, unless: (a) such compromise or settlement shall have been approved as in the best interests of the Corporation, after notice that it involved such indemnification by: (i) The Board of Directors by a majority of a quorum consisting of directors who were not parties to such action, suit or proceeding, or by (ii) The officers of the Corporation by a majority vote of a quorum consisting of officers who were not parties to such action, suit or proceeding, or (b) in the absence of action by disinterested directors or officers as above provided, there has been obtained at the request of a majority of the Board of Directors then in office a written opinion of independent legal counsel to the effect that the director or officer to be indemnified appears to have acted in good faith in the reasonable belief that his action was in the best interest of the Corporation. Upon request therefor by any director, officer person enumerated in the preceding paragraph of this Article, the Corporation may from time to time, if authorized by the Board of Directors, prior to final adjudication or compromise or settlement of the matter or matters as to which indemnification is claimed, advance to such director, officer or person all expenses incurred by him to date of such request. Any advance made pursuant to this
provision shall be made on the condition that the director, officer or person receiving such advance shall repay to the Corporation any amounts so advanced if, upon the termination of the matter or matters as to which such advances were made, such director, officer or person shall not be entitled to indemnification under the preceding paragraph of this Article. The foregoing right to indemnification shall not be exclusive of any other rights to which any such director, officer or person is entitled under any agreement, statute, or as a matter of law, or otherwise. The provisions of this Article are separable, and if any provision or portion hereof shall for any reason be held inapplicable, illegal or ineffective, this shall not prevent any other provision or portion hereof from applying, and shall not affect any right of indemnification existing otherwise than under this Article. No director shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that such limitation on liability will not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Sections 51 or 62 of Chapter 156B of the Massachusetts General Laws, or (iv) for any transaction from which the director derived an improper personal benefit by the Massachusetts Business Corporation Law, as so amended. ARTICLE XII DISSOLUTION: Upon dissolution of this Corporation, the Corporation's assets shall be distributed to one or more tax-exempt organizations within the Town of BARRE, Massachusetts, at the next Annual Town Meeting following dissolution.
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