About Us

The purpose of this foundation is to sustain and develop the state of Tennessee EMS-C initiative by initiating coalition building, advocating for public policy, and stimulating resource development and funding. The TN EMSC Foundation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

BYLAWS of the TENNESSEE EMERGENCY MEDICAL SERVICES for CHILDREN FOUNDATION

Article I

Name

The name of this foundation shall be the Tennessee Emergency Medical Services for Children (Tennessee EMSC) Foundation, hereafter referred to as the foundation. The foundation is organized under the laws of Tennessee.

Article II

Purpose

Article III

Mission

We are a diverse group of citizens organized and dedicated to promoting the development and delivery of comprehensive family-centered pediatric emergency and critical care, rehabilitation and prevention services, and disaster preparedness that sustain the optimal health care for all the children of Tennessee under all political and environmental conditions.

The Tennessee EMSC Foundation is dedicated to ensuring public and professional education, provider training, research, and advocacy regarding injury prevention, disaster preparedness, and quality family-centered emergency and critical care services for Tennessee’s children, and thereby, promoting the development of all aspects of the EMS-C continuum in Tennessee. We envision a dynamic partnership among stake holders including health care providers, families, universities, state agencies, and grantors that ensures the conceptualized, facilitated, coordinated and sustained provision of those services.

Article IV

Membership

Section 1. Membership. Membership shall consist of a Board of Directors and general membership.

Section 2. Admission of Members. Individuals, organizations, and entities who express an interest in the EMS-C continuum may be members of the foundation. Members must subscribe to the purposes of this foundation and pay annual dues and assessments required by the Board of Directors and these Bylaws.

Section 3. Member’s Liability. A member of the foundation is not, as such, personally liable for the acts, debts, liabilities or obligations of the foundation.

Section 4. Termination. A member may be expelled or suspended from membership with or without cause by a majority vote of the Board of Directors.

Section 5. Dues. Each individual and corporate member shall pay the foundation annual dues as set by the Board of Directors.

Article V

Fiscal Year

The fiscal year of this foundation shall commence on the first day of July of each year and end on the last day of June of the following year.

Article VI

Board of Directors

Section 1. Number of Directors. A Board of Directors consisting of the President, Vice-President, Secretary, and Treasurer and between one to five members at large shall conduct the affairs and business of the foundation. The members at large will be determined at the annual meeting of the foundation by the majority vote of the membership.

Section 2. Powers. The powers of the Board of Directors are subject to limitation of the Charter, other sections of the Bylaws, the laws of Tennessee and subject to the directions of the members.

Section 3. Selection and Term of Office. The Board of Directors shall consist of the officers of the foundation and appointed at-large members.

a. The initial directors shall hold office until a qualified successor has been elected.
b. The term of office shall be two (2) years.
c. The fulfillment of the initial year of Board membership or the remainder of the term of another Board member shall not be included in the two-term limit.
e. Director elections shall be staggered, with no more than three of the directors appointed in any fiscal year.

Section 4. Vacancies. A vacancy occurring in the Board of Directors shall be filled by a majority vote of the remaining directors currently in office, even though less than a quorum.

Section 5. Resignation. A director may resign at any time by a written notice to the corporation.

Section 6. Removal. A director may be removed with or without cause by a majority vote of all the directors serving on the Board. Directors shall be removed automatically upon three successive unexcused absences from regular Board meetings. The Board of Directors may reinstate the affected director at the next regular Board meeting upon presentation of facts to confirm a continued illness or such other extenuating circumstances that would be sufficient cause to have rendered attendance impossible or undesirable. A Board member removed in such a manner will be eligible for reappointment, without prejudice, at the next regular election as though he had never served.

Section 7. Annual and Regular Meetings. The Board shall meet quarterly including one annual meeting of the membership at such time and place set by the Board of Directors. Written notice of each regular meeting stating the time, place, and purpose shall be given either personally or by mail/email/fax to each director not less than ten (10) or more than sixty (60) days prior to the date fixed for the meeting. Written notice of the annual meeting stating time, place and business shall be given either personally or by mail/email/fax to the general membership of foundation not less than ten (10) nor more than sixty (60) days prior the date fixed for the meeting.

Section 8. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or by a member of the Executive Committee. Written notice of the time, place and purpose of special meetings shall be delivered, either personally or by mail/email/fax at least five (5) days before the date of the meeting.

Section 9. Place of Meetings. Annual, regular and special meetings of the Board of Directors shall be held at any place, within or without the state of Tennessee, designated in the call of the meeting.

Section 10. Voting. Each director participating at a meeting of the Board shall be entitled to one vote. At the annual meeting of the membership each individual organization, or entity acting as a member of the foundation shall be entitled to one vote. All actions shall be authorized by a majority of votes cast.

Section 11. Quorum. The participation of a simple majority of the Board members shall be necessary and sufficient to constitute a quorum for the transaction of business.

Section 12. Presiding Officer. The President shall preside at all meetings of the Board, cast the deciding vote in the case of a tie, and have such other powers that the Board may entrust. The Vice-President of the foundation shall preside at meetings of the Board in the absence of the President.

Section 13. Non-profit Status/Conflict of Interest. No part of the net earnings of the foundation shall not inure to the benefit of, or be distributed to its officers or Board of Directors or other private persons. The foundation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in the Charter. The Board of Directors shall not permit the foundation to pursue any activity that, although benefiting the organization as a whole, would operate to the advantage, financial or otherwise, of any individual member without a waiver granted by a majority vote of the Board of Directors.

Section 14. Committees of the Directors. The Board of Directors may designate such committees from among its members as it may deem advisable.

Section 15. Fees and Compensation. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an exempt organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue code, or corresponding section of any future federal tax code.

ARTICLE VII

Officers

Section 1. Officers. The officers of this foundation shall be a president, a vice president a secretary, and a treasurer and they shall serve as the Executive Committee. Officers shall be elected annually by the general membership. The Board of Directors may appoint such other officers as deemed necessary. The Executive Director of the foundation will be a non-voting member of both the Executive Committee and the Board of Directors.

Section 2. Nomination. Prior to July 1 of each year, the President shall appoint a nominating committee. This committee shall report its recommendations by way of written ballot mailed to the Board of Directors at least thirty (30) days prior to the annual meeting.

Section 3. Election. Officers shall be elected by a plurality of votes made by ballots of the membership.

Section 4. Term and Removal. The term of office shall be one year commencing on the date of election. An individual holding an office for two consecutive terms is only eligible for reelection to that office for an additional term upon, or following, a special recommendation of the nominating committee. The Board of Directors may remove an officer or director with or without cause by a majority vote of the Board and declare such office vacant.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any cause shall be filled in the manner prescribed in these Bylaws for such election to such office, provided that such vacancies shall be filled as they occur and not on any annual basis.

Section 6. President. The responsibilities of the President shall include supervision of all aspects of the foundation.
a. The President shall be a member of the Executive Committee of the Board of Directors, and serve as a non-voting ex-officio member on all committees of the Board, except the Nominating Committee.
b. The President shall recommend to the Board of Directors, for their approval, individuals to serve on all special committees authorized by the Board of Directors.
c. The President shall countersign all negotiable instruments with other persons authorized by the Board of Directors to sign checks, notes and negotiable instruments.
d. The President shall receive periodic activity reports from the Executive Director as directed.
e. The President shall have such powers of supervision and management as may pertain to the office of President or as shall be assigned by the Board of Directors.

Section 7. Vice-President. The duties of the Vice-President shall supportive of the responsibilities of the President.
a. The Vice-President shall be a member of both the Executive Committee and the Board of Directors.
b. The Vice-President shall assist the President and shall have such powers and perform such other duties as may be prescribed by the President or Board.
c. In the absence, disqualification or incapacity of the President, the Vice-President shall perform the duties and exercise the powers of the President.

Section 8. Secretary. The duties of the Secretary shall be supportive of the responsibilities of the President.
a. The Secretary shall be member of both the Executive Committee and the Board of Directors.
b. The Secretary in coordination with the Executive Director shall keep a full and complete record of the proceedings of the Board of Directors
c. Upon the termination or expiration of his/her term of office, the Secretary shall surrender to his/her successor in all books, monies, and other foundation property in his/her possession.

Section 9. Treasurer. The duties of the Treasurer shall be the supervision of the financial status of the foundation.
a. The Treasurer shall be a member of both the Executive Committee and the Board of Directors.
b. The Treasurer in coordination with the Executive Director shall collect, receipt for, and keep an account of all monies received and expended for the use of the foundation.
c. The Treasurer shall have the custody and care of all funds and securities of the foundation subject to inspection, supervision, and control by the Board of Directors, and shall maintain account(s) in such depositories and shall be approved by the Board of Directors.
d. The Treasurer shall make reports of the foundation’s finances to the President and the Board of Directors as directed, including a written annual financial report to be distributed to the members of the foundation.
e. Upon the termination or expiration of his/her term of office, the Treasurer shall surrender to his/her successor in office all books, monies, and other foundation property in his/her possession.
f. The Treasurer shall cause to be prepared an annual financial audit of the foundation’s books and records and perform such other duties as may be prescribed by the Board.

ARTICLE VIII

Committees

Section 1. Committee Structure. The foundation shall have such committees of the members as the Board shall designate from time to time. The foundation shall at all times have an Executive Committee, Nominating Committee, and Advocacy Committee. Chairmen of all standing and special committees shall be responsible for maintaining the confidentiality of any restricted access information utilized by the committee in performance of its duties.

Section 2. Executive Committee. The committee is composed of the President, Vice-President, Secretary, and Treasurer. It is chaired by the President, responsible for leadership of the foundation, and empowered to act for the full Board in matters of immediate and urgent nature subject to the powers limited to the Board. Committee actions are subject to approval by the full Board at the regularly scheduled meeting.

Section 3. Nominating Committee. The President shall appoint members. The Vice-President shall serve as Chairperson. The committee shall be responsible for presenting nominees for each office once a year and to present nominees for offices that are vacant during their term of office.

Section 4. Advocacy Committee. The President shall appoint members with the approval of the Executive Committee. The committee shall develop strategies to implement the objectives of the mission statement in regard to public policy, legislative action, or action on administrative policies. The committee shall present written/oral reports concerning its activities at all Board meetings.

Section 5. Finance Committee. The President shall appoint members with the approval of the Executive Committee. The committee shall formulate plans and recommendations to address issues related to funding of EMSC programs. The committee shall present written reports concerning its activities at all foundation meetings.

ARTICLE IX

Indemnification

Any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the foundation) by reason of the fact that he or she is or was serving as an officer or director of the foundation or is or was serving at the request of the foundation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the foundation against expenses (including reasonable attorneys fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he/she acted in good faith for a purpose which he/she reasonably believed to be in the best interest of the foundation, and, in criminal actions or proceedings, he/she had no reasonable cause to believe that his/her conduct was unlawful, to the maximum extent permitted by and in the manner provided by the Tennessee Non-profit Corporation Act. The foundation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he/she was a party because he/she is or was a director of the foundation against reasonable expenses incurred by him/her in connection with the proceeding.

ARTICLE X

Parliamentary Authorities

The rules of procedure contained in the current edition of Robert’s Rules of Order. Newly Revised, shall govern all foundation meetings, as well as meetings of the Board of Directors and its committees, in all cases to which they are applicable, and in which they are not in conflict with the Charter and Bylaws of this foundation.

ARTICLE XI

Amendments

Section 1. Amendments. Any amendment to these Bylaws shall first be approved by the Board of Directors and then ratified by a two-thirds vote of those members present and voting at any duly called meeting of the Board at which a quorum is present. Any member of the foundation may propose amendments.

Section 2. Review. The President shall appoint a committee every two years for the purpose of reviewing these Bylaws and making recommendations for change to the Board of Directors.

Article XII

Dissolution Clause

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purposes. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XIII

Miscellaneous

Section 1. The foundation shall be noncommercial, nonsectarian, and nonpartisan.

Section 2. Neither the name of the foundation nor the name of any person acting on behalf of the foundation shall be used in connection with any commercial concern or any partisan interest, except as specifically approved by the Board of Directors of the foundation upon a specific finding that such endeavor will promote the purposes and objectives of the foundation.

Section 3. The foundation shall cooperate with such organizations and agencies concerned with the programs, policies, and mission that the foundation seeks to promote. No person representing the foundation shall make any such commitments that bind the foundation without the express written consent of the majority of the Board of Directors.

Article XIV

Severability of Provisions of Bylaws

These Bylaws shall be subject to and construed in accordance with the laws of the State of Tennessee. The provisions hereof shall be deemed independent and severable, and the invalidity or partial invalidity or unenforceability of any one provision or portion thereof shall not affect the validity or enforceability of any other provision hereof.