Bylaws of

Cooper Landing Emergency Services, Inc.

An Alaska a Nonprofit Corporation

The mission of the Cooper Landing Emergency Services, Inc. a not-for-profit corporation, is to provide to the communities of Cooper Landing and those along the highway system from Mile Post 76 Seward Highway to Mile Post 58 Sterling Highway with emergency first aid, ambulance transportation services and fire protection, staffed by trained and qualified personnel at a level sustainable by these communities. Cooper Landing Emergency Services, Inc. may provide emergency medical services and ambulance transportation services to the community of Hope to the extent such services are needed and sustainable by the communities.

Article I

Offices

Section 1. State Registered Office

The principal office shall be located in Cooper Landing, Alaska. The mailing address shall be  P.O. Box 510,  Cooper Landing, Alaska 99572;  physical address of 38748 Snug  Harbor Rd., Cooper Landing, Alaska 99572.

 

Article II

Corporation Members

Section 2. Corporation Membership

Cooper Landing Emergency Services recognizes only one class of Corporate Membership. Qualifications and actions needed to become a Corporate Member are as follows: Any natural person who is either a resident, a   property-owner or the owner of business in the Cooper Landing zip code of 99572 and is at least 18 years of age.  Residency requirements will be waived for  active or reserve Volunteers with Cooper landing Emergency Services as long as the Volunteer remains in active or reserve status according to the current policy of the Corporation. . To become a Corporate M ember, a person sh a l l submit a n   application in a format approved by the Board of Directors. The application should include the person’s name, date of birth, address of residency or Business owned  in the 99572 Zip code, as well as a signature. For  purposes of  these  bylaws, a  resident  is defined as  a person who has maintained a principal place of abode in the 99572 zip code for at least 30 days before applying for Corporation Membership, and who continues to do so while a Member.  The Board Secretary shall maintain a roster of current Corporation Members at all times. Corporate Membership shall remain valid indefinitely provided the Member continues to meet the minimum requirements set forth in this section and there is no resignation or termination during such Members tenure. 

Section 3. Meeting of Corporation Members

1. An annual meeting of the Corporation Members should be held at the principal Office of the corporation in the month of October on the Third Tuesday at 6:00 PM each year, for the purpose of electing Board Members and transacting such other business as may come before the regular monthly Board meeting. If the election of Board Members is not held on the day designated for the annual meetIng, or at any adjournment of the same, the Board of Directors shall cause the election to be held at a special meeting of the Corporation Members as soon as convenient.

 Section 4.  Board Member Elections. To be considered for election to the Board  of Directors,   a Corporation Member shall file a written application, on  a form approved by the Board of Directors, with the Board Secretary  at least  fourteen days prior to the annual meeting or other  meeting at   which the vote will be held.

1. Ballots shall be prepared at least ten days before the annual meeting containing the names of all eligible candidates who have timely filed a written application. Additionally, space shall be provided for write-in candidates who are Corporation Members. Sample ballots shall be posted at least eight days before the annual meeting at the same places that notices of board meetings are posted.
2. Absentee ballots may be obtained from the Board Secretary or other designated Board M ember no later than   one w e e k   b e f o r e t h e   annual meeting. Absentee b a l l o t s must be submitted in a secrecy envelope and outer envelope containing the voter’s name and physical address, and must be signed by the voter. Only original ballots submitted in envelopes containing the name, address and original voter signature may be counted. To be counted, the completed absentee ballots must be physically received by the Secretary or designee before the annual meeting, or other meeting at which the election is to be held.
3. Eligible voters shall include all Corporation Members as defined in these bylaws. Ballots submitted during the meeting and absentee ballots shall be counted by a minimum of two, maximum of four independent (non Corporation Member) persons appointed by the board. All voting for Board Members shall be by private ballot.
4. Each Member shall be entitled to submit one vote for each vacant seat on the Board, and one vote on each other matter that may be submitted to a vote of  the Corporation Members.

Section 5. Special meetings. Special meetings of the Corporation Members may be called by the President, the Board of Directors, or not less than one-tenth of the Corporation M embers having voting rights, at the principle place of business of the corporation, or at such other place as may be designated by a majority of the board of directors.

1. Action by Consent of All Corporation Members. If   all of the Corporation Members shall meet at  any time and place, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any Corporate action may be taken that the Corporation Members are otherwise authorized to take.
2. Termination of Corporation Membership. The Board of Directors, by affirmative vote of two-thirds of the Board Members may suspend or expel a member for cause after an appropriate hearing. Alternatively, by a majority vote of those present at any regularly constituted meeting, the Board Members may terminate the membership of any Corporation Member who becomes ineligible for Membership.

3. Resignation of Corporation Membership. Any Member may resign by filing a written resignation with the Board Secretary, but such resignation shall not relieve the Member so resigning of the obligation to pay any dues, assessments, or other charges accrued and unpaid, if any.

4. Notice of meetings. Written notice stating the place, day, and hour of any meeting of Corporation Members shall be posted in prominent public places that shall be comprised of both (3) physical and (1) digital location in the 99572 Zip Code seven days prior to the date of the meeting.

5. Transfer of Corporation Membership. Membership in this Corporation is not transferable or assignable.

6. Quorum. Corporation Members holding 10 percent of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of Corporation Members, a majority of the Corporation Members present may adjourn the meeting from time to time without further notice. 

 

Article Ill

Board of Directors

Section 1. Powers

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation to the limits authorized by the Articles of Incorporation, or as allowed in relevant statutes. The Board shall produce and maintain the policies for the operation of the Corporation. The Cooper Landing Emergency Services Administrative staff in conjunction with the Board shall produce policies and procedures for the day-to-day operation of Fire and EMS services. Said Administrative Personnel will ensure that all crewmembers are in compliance with policies set forth by the board. The board shall require that the corporation maintain all state certifications as required by the State for operating an organization that provides fire and emergency medical services.

Section 2. Composition

Seven (7) Board Members consisting of a   President, Vice President, Secretary, Treasurer and three (3) Directors shall make up the Board of Directors.  The total seven (7) person board shall have no more than three (3) active volunteers who are not receiving payment from the department in any form serving at one time. Department administrators shall be non-voting Advisors to the Board of Directors. At no time shall any paid or unpaid administrative personnel including Fire Chiefs, EMS Chiefs or any other Officers be eligible to serve on the Board of Directors. In such event that the Board elections do not garner enough eligible non-volunteer Directors, the total number may exceed three (3) given a majority vote of confidence by eligible corporation members. .

 A quorum of the Board of Directors shall be five (5)

The President shall vote on all questions before the Board in the same manner as other Members, subject to the same limitations on voting as other Board Members.

Section 3. General Qualifications

Board Members must be Members of the Corporation. All   Board   Members   must make a reasonable effort to attend all meetings and to schedule time needed for projects of the Cooper Landing Emergency Services, Inc. No two members within a first degree of kinship may hold seats on the board at the same time. Nor may any two board members have a fiduciary or trustee relationship. For purposes of this clause, “first degree of kinship” includes spouses, parents 

and their adopted and natural children, and siblings, and “fiduciary or trustee relationship” includes relationships such as those of employer/employee, student/teacher, benefactor/beneficiary, dependent/provider, or other relationships where one party is objectively in a position to coerce the vote of the other party as a result of that relationship.

Section 4. Tenure: Board of Directors

Each Member of the Board shall serve for one three year term.  There shall be a maximum of three (3) consecutive terms for any director In such event that there is an insufficient number of candidates for posted vacancies, an incumbent member of the board may retain their seat with a popular vote  from the Voting Corporation Membership.

Section 5. Resignations

Resignation by a Board Member shall be made in writing thirty (30) days prior to the next scheduled meeting date, to the Board of Directors.  Any property possessed or otherwise within the control of the resigning Board Member that belongs to the Cooper Landing Emergency Services, Inc. shall be returned to the Board of Directors.

Section 6. Vacancies

1. An unexpected vacancy in any Board seat shall be filled by majority vote of the remaining Board of Directors. The appointee will fill the seat until the next annual election of board members.
2. The board shall publicly advertise all  unexpected vacancies by providing at least seven days’ advance written p u b l i c   notice that shall be comprised of both (3) physical and (1) digital location of each vacancy. Notices shall be posted in at least three public places as determined by the Board. A person interested in serving in the vacated seat shall submit an application in advance of the meeting at which the appointment occurs. The application shall be on a form approved by the board.
3. If two or more Board Members have a relationship prohibited in Article III Section 3, General Qualifications, whether the relationship is created before or after both members are on the board, then the affected Members shall attempt to agree upon the resignation of at least one affected Member from the Board. If the Members cannot agree upon which Member shall  resign, then the last person to join the Board for the present term shall resign. If both Members’ terms started simultaneously, and they cannot agree upon which Member resign, then both Members’ seats shall be vacated by the remaining  Board  Members within one  month  of  either  the creation  of the  relationship  or  the  members  at issue being seated on the board, whichever occurs later.

1.  

Section 7. Compensation

Board Members shall serve without compensation, but they may be reimbursed for the expenses incurred in performing their duties as Directors upon the approval by the Board.

Section 8. Annual Board Meeting

1. The Board of Directors shall hold its annual meeting immediately after the annual Corporation Membership meeting and election. The   President shall designate the time and place of the first annual meeting, which shall be within the area served by the corporation.
2. Notice of the annual meeting, including the date, time, place and agenda of the meeting shall be placed in three (3) public places, and (1) digital place at least seven (7) days prior to the meeting.

3. The Board Secretary shall make reasonable efforts to contact all Board Members of the Organization at least two (2) days prior to the meeting date informing them of the meeting.

4. The purpose of the meeting is to inform the Board Members of progress for the year, to discuss any questions or concerns of the Board Members and the   Membership, to  review  the finances of the Corporation, and to address such other business as may come before the Board.

Section 9. Regular Board Meetings

1. The Board shall meet on the Third  Tuesday of the  months of January, February, March, April, May, September, October, November and December unless otherwise scheduled by the Board of Directors. Notice of the meeting shall be provided at least seven days before the Meeting by placing notice of the date, time, place and agenda of the meeting in three (3) public places and (1) digital place.

2. Special meetings of the Board shall be  held  whenever called by  the President or any four(4)Board Members. Board Members may be notified in person by telephone, or mail, but notice must be given to the Board Members no less than three (3) days prior to a special meeting. The notice shall also specify the purpose of the special meeting and the meeting shall deal with only the identified posted items.

3. Public notice shall also be posted at least three days before the meeting in public places that shall be comprised of both (3) physical and (1) digital location

4. Emergency meetings shall have notification that shall be comprised of posting in both (3) physical and (1) digital location a credible attempt made to notify all members of the board and the corporation. Such attempt may include notification by e-mail.

5. Meetings of the Board of Directors shall be open to the public, provided that the Board may call an executive session for any purpose authorized in the Open Meetings Act, Alaska Statute 44.62.310, and for discussion of items that may reveal proprietary information. Nothing in this section shall be construed to mean that the corporation is subject to the Open Meetings Act.

Section 10. Quorum

1. A quorum of Board Members shall be five (5) out of the seven (7) Board Members. Every act or decision done or made by a majority of the seated members of the board of directors at a meeting duly held and noted at which a quorum is present shall be the act of the Board of Directors. Digital participation by a Board Member is permitted, and a Board Member who attends telephonically or digitally shall be considered to be present for all purposes just as though he or she had been physically present.

2. A quorum  should  be  verified  by  the  Secretary within  one day prior  to  meeting and shall notify the President if no quorum is expected. If quorum is not expected one day prior to the meeting, the  Secretary  shall  notify  all  Board Members and  post  public  notices  that the  meeting  has been cancelled. The President shall reschedule the meeting and notify the Secretary, who will notify all Board Members and Corporation Members in the manner provided 

 

Article IV

Officers

Section 1. Officers

1. The offices of the Association shall be a President, Vice President, Secretary and Treasurer, nominated and elected by the board of directors. Any two or more offices may be held by the same person, except the offices of president and vice-president, and the offices of president and secretary.
2. Election of the officers shall take place the first monthly meeting after the annual meeting of the board and annual election. Each person nominated must be a Member of the Board of directors. Each Officer shall hold office until he or she resigns, is removed, or the newly elected or appointed person takes that position. Newly elected officers shall assume their positions immediately following the conclusion of the meeting at which the Officer election takes place.

Section 2. Removal and Resignations

1. Removal of Officer: An Officer may be removed from his or her office on the Board by a vote of the Board Members for failure to perform the prescribed duties of Office, for misconduct in Office, for incompetence, or for two unexcused absences per year from Board Meetings. A vote to remove an Officer may be made in the following manner:

1. 1. Any Member of the Board, with a thirty (30) day notification to all Board Members may submit a petition for a vote in regard to a fellow Board Member stating with particularity the reason(s)for the proposed removal.

1. 2. A vote may be requested by a majority of the Board.

1. 3. If a majority of the Board requests a vote on the petition for removal, then the subject Officer and the petitioner shall be provided with notice of the intent  to vote and an opportunity to be heard before the vote on the petition for removal.

1. 4. A two-thirds (2/3) vote of the entire board shall be required to sustain the action of removal.

1. 5. If the vote  to  remove  passes  by a two-thirds   vote, the  seat  of the officer  shall  be vacated and the election of a new officer will be held according to the rules of vacancy in Article III, Section 7, of these bylaws.

2. Any officer may resign at any time by giving a 30-day written notice to the Board of Directors. If the office of Secretary and/or Treasurer is vacated, a special meeting of the Board of Directors will be held as soon as possible to fill the position.

Section 3. Vacancies

A vacancy in an Office for any reason shall be filled by appointment by the majority vote of the seated Board of Directors until the next annual election of Officers.

Section 4. President

It shall be duty of the President to preside at all meetings, sign all contracts, call meetings whenever deemed necessary or at the request of any four Board Members, and shall, subject to the advice and direction of the 

Board of Directors, generally supervise the business affairs of Cooper Landing Emergency Services, Inc. The President shall perform other duties pertaining to the office as prescribed by the Board of Directors

Section 5. Vice-President

It shall be the duty of the Vice President to aid the President in the discharge of duties, and in the absence of the President, act in the capacity of the President assuming all duties, rights, and privileges. The Vice President shall perform other duties pertaining to the office as shall be prescribed by the Board of Directors.

Section 6. Secretary

The Secretary shall be responsible for:

1. Keeping the minutes at the meetings of the Cooper Landing Emergency Services, Inc. Board of Directors, and all meetings of the Corporation Membership of the Cooper Landing Emergency Services, Inc. These minutes shall be presented to the Board of Directors for approval at each meeting following the meeting at which the minutes were taken.
2. Giving notice of all meetings and keeping attendance roll at all meetings.
3. Keeping on file at all times a complete copy of Articles of Incorporation and Bylaws of the Corporation containing all the amendments thereto, and making them available to any Member or the public upon request.
4. Supervising all elections for Corporate Officers.
5. In general, performance of all duties incidental to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors.

Section 7. Treasurer

The Treasurer shall be responsible for:

1. The analysis of the Cooper Landing Emergency Services, Inc. financial reports and current records of the properties and business transactions of Cooper Landing Emergency Services, Inc. These records are to reflect assets, liabilities, receipts, and expenditures. All Financial records will be kept on an accrual basis and in accordance with recognized accounting procedure.

2. The Treasurer shall deposit or cause to be deposited, all monies and other valuables in the name of and to the credit of the corporation in such depositories as maybe designated by the board of directors.

3. The Treasurer shall have limited authority to sign checks for the purpose of conducting regular business. All major purchases more than $5,000.00 shall require a secondary signature. 

4. The Treasurer shall work in conjunction with the CLES bookkeeper or financial coordinator to prepare, review and present annual financial statements to the board of directors and corporation members at least seven days prior to the annual meeting of the board of directions and corporation members.

5. In general, performance of all the duties incidental to the office of Treasurer and such other duties which may from time to time be assigned by the Board of Directors.

 

Article V

Committees

Section 1. The President, with the approval of majority of the Board of Directors, shall appoint standing or special committees for any purpose and delegate to such committees such powers and authorities as  may be necessary, appropriate, or convenient. Such committees shall at all times be subject to the control of the Board of Directors. If committee is created the committee shall specify its:

1. Purpose;
2. Projects;
3. Staffing and/or support; and
4. Duration.

The frequency and general content of written reports to be submitted to the Board shall be recommended by the committee and approved by the Board.

 

Article VI

Indemnification of Board of Directors

1. Directors and officers and former directors and officers of the Corporation shall be indemnified by the Corporation to the fullest extent of the law as provided for and as permitted Alaska Statue 10.20.011 (14), or any successor provision or amendment thereto, against all claims for injuries or death of persons or damage to property arising out of or reasonably relating to the operations of the Corporation. The Corporation shall indemnify such directors and officers from expenses, including attorney fees, actually and necessarily incurred by such person in connection with the defense of any action suit or proceeding. Directors, officers and employees of the corporation are not liable for corporate obligations.
2. The corporation may provide insurance to effectuate this section.

 

Article VII

Miscellaneous

Section 1. Conflict ofInterest

1. No Board Member shall vote upon or otherwise use personal influence to a f f e c t the outcome of Board action with respect to any matter as to which such Board Member has any conflict of interest. The Board of Directors shall   handle   matters relating to possible conflicts of interest in a manner that will satisfy the highest legal and ethical standards. The Board of Directors shall be the final determining factor whether the person has a conflict of interest or not with determination by two- thirds vote of remaining seated Board Members.
2. All Board Members have a duty to disclose an indirect or direct financial interest. In connection the person must be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
3. When any Board Member or Member of a committee has an indirect or direct financial interest in a  matter  being considered by  the  Board  or  committee, that Board of Committee Member may not participate in the discussion of the matter, or the vote.

Section 2. Checks, Drafts, and Notes

1. For purposes of these bylaws, a Board or Committee Member in direct substantial financial interest means a pecuniary or material benefit accruing to the  person as a result of a private, business, or professional transaction with the organization. The person shall be deemed to have an interest in the affairs of his or her spouse, spousal equivalency, minor children or dependents, and affirm, partnership, or association of which such person is a member or employee, and a Corporation of which the person is an Officer, Director, or Employee.
2. All checks, drafts, or other for payment of money, notes, or other evidence of indebtedness, deposits, or bank transactions having to do with the organization shall be the responsibility of the Treasurer. The President, with concurrence of a majority of the members of the Board may engage the professional services of a Bookkeeper, Finance Officer or equivalent position to maintain the books of account of the Corporation. All payments of obligations over $5,000.00 shall require the signature of two authorized persons. There shall be a minimum of three (3) authorized signers. The board shall appoint the check signers, all of whom shall be board members.

Section 3. Reserve Account

1. An emergency reserve account of $15,000 shall be maintained at all times to be used only in emergency by vote of two-thirds of the seated Board Members. Replacing any funds withdrawn from the reserve account shall be considered a financial priority.

2. Other accounts may be established with approval of the Board.

Section 4. Bylaws

The Bylaws are to be provided to all Board Members, and to the general public upon request, along with any changes made to the Bylaws.

Section 5. Amendment of Bylaws

These Bylaws of the Association, except for Article VII, Section 3, Reserve Account, and Article 1, Section 1, may be altered, amended, or repealed by a favorable vote of two-thirds of all seated and eligible Board Members at a regular or special meeting. All Board Members shall be given notice of the exact wording of the proposed change no less than thirty (30) Days prior to the date of the particular meeting at which the action is taken. Any amendment to Article VII, Section 3, shall require an opportunity for public comment prior to action on the amendment, and a unanimous affirmative vote of all BoardMembers.

Section 6. Fiscal Year

1. The fiscal year of the Association shall be January 1 to December 31.
2. The annual budget request by the Cooper Landing Emergency Services Administrative Staff should be submitted to the Board of Directors no later than the September Board of Directors meeting. There shall be a minimum 30 days for review by the General Corporation Membership. There shall also be an opportunity for public comment on the proposed budget at both the November and December Board of Directors meetings. The annual budgets should be passed no later than the December Board of Directors meeting.

Section 7. Rules of Order

At all meetings of directors and committees, procedures shall be governed by the most recent revision of Robert’s Rules of Order.

 

Article VIII

Bylaws Repealed

All Bylaws here to fore existing in this Non Profit Corporation other than the foregoing are hereby repealed.