In the absence of statutory direction, these bylaws shall govern the conduct of the Kentucky Board of Emergency Medical Services, hereinafter referred to as the “Board,” which is a governing board defined in KRS Chapter 311A. No individual member or committee can take official action for the Board unless authorized by the Board.
The Board was established by KRS 311A.015 et seq. as amended by HB 155, 2006 Regular Session. Its powers, duties, and responsibilities are described in KRS 311A.015; 311A.020 as amended by HB 155, 2006 Regular Session; and KRS 311A.035, effective July 15, 2002.
As established in KRS 311A.015 et seq. as amended by HB 155, 2006 Regular Session, the Board is composed of eighteen (18) members who are residents of Kentucky. The membership shall be appointed by the Governor in conjunction with recognized state emergency medical services organizations and composed of the types of individuals with the required qualifications set forth in KRS 311A.015(2)(a)-(r).
Board members shall avoid conflicts of interest as well as the appearance thereof. A Board member shall be considered to have a conflict of interest if: (1) such Board member has an existing or a potential financial or other interest that impairs or appears to impair such member’s independent unbiased judgment in the discharge of the Board member’s responsibilities to the Kentucky Board of Emergency Medical Services. It is recognized that members of the Board are drawn from active organizations and for-profit entities within the EMS community; (2) a Board member is aware that a family member or any organization in which the Board member is an officer, director, employee, member, partner, trustee or controlling stockholder has an existing or potential financial or other interest.
For purposes of this provision, a family member is defined as a spouse, parents, siblings, children or any other relative if the latter resides in the same house as the Board member. All Board members shall disclose to the Board Chair, the Executive Director, and Legal Counsel any such conflicts or appearances thereof at the earliest practical time. Board members shall remove themselves from discussion of matters in which they have a conflict or an appearance of a conflict of interest. Members shall also abstain from voting on matters in which such a conflict or appearance of a conflict of interest exists. Additionally, the minutes of the Board meeting shall reflect that members with potential or actual conflicts of interest made disclosure to the Board and abstained from voting on the matter related to the conflict. If a Board member is uncertain that a conflict or potential conflict of interest exists, the member, or any member who questions the conflict, may request that the Board resolve the question in the Board member’s absence. The resolution of that question shall require a majority vote of the Board.
The Kentucky Board of Emergency Medical Services believes that they are most effective when they, as a Board, have taken the responsibility for their own education. Education as a Board member requires a working knowledge and thorough understanding of the ongoing activities of KBEMS, the mission and role of KBEMS, the statutory and regulatory functions of KBEMS, and the expectations of individual members within the Board and Committees thereof. Because of this belief, KBEMS sets the following as development expectations for all Board members:
The Board Staff, with cooperation of the full Board, is responsible for developing the subject matter content of and the schedule for new Board member orientations. All new Board members must undergo an orientation within three months of their first full term on the Board. Orientation shall include, but will not be limited to, education on conflicts of interest, Open Meetings and Records requirements, ethics, and roles and responsibilities of Board members. As part of new member orientation, the Board Staff will develop a KBEMS Handbook and provide such handbook to new members at either the new member orientation or for review prior to the new member orientation.
The Board Staff, with cooperation of the full Board, shall be responsible for the development and conduct of an annual retreat. All members will attend the annual retreat and are expected to participate fully in the matters presented for consideration and education of the Board.
Board members are encouraged to attend local, state, and national conferences dealing with areas of their EMS expertise. Following attendance, Board members are asked to share with Board Staff and the full Board issues and topics that may advance the provision of EMS in the Commonwealth. Such attendance shall generally be at the expense of the Board member but exceptions may be made should KBEMS determine sufficient funds exist within the annual budget to provide reimbursement for attendance. The rate of reimbursement for actual and travel expenses shall, if allowed, be set by state administrative regulations pertaining to reimbursement. When a Board member requests reimbursement to attend a conference, such request shall be made and approved in advance, never retroactively, by the Board Office.
Approval for reimbursed attendance will consider the following criteria:
1. Does the member hold a leadership position on the Board? Leadership positions include officers as well as committee chairs.
2. Does the requesting member hold a position of seniority on the Board?
3. Does the conference address a specific issue important to the Board and has the requesting member been requested by the Board Chair and full Board
to work on or research that specific issue?
Members’ conduct at a local, state, or national conference is reflective of the Board. Board members in attendance are expected to adhere to the following rules:
1. Attend all sessions of the conference, for the full length of the conference.
2. Specifically attend all sessions that are relevant to the specific issue used to approve reimbursement of conference expenses.
3. Upon return from the conference, the attending Board Member shall prepare a short report for consideration by the full Board.
Guest expenses are never reimbursable. The attending member shall always bear the
responsibility of paying guests who also attend.
Pursuant to KRS 311A.015(3), Board members shall serve no more than two consecutive terms. The length of Board members’ terms is determined through the presumption in state law and these bylaws as four years in length. Positions vacated on the Board shall be deemed as full terms if the vacancy exceeds two years. (KRS 311A.015(3)) Former members shall not be appointed to the Board unless absent at least one, full term (4 years).
Except as stated in these bylaws, other relevant state law, and KRS 311A, removal from the Board shall be for cause. KRS 311A.015(6) determines failure to attend as one cause for removal. A member who misses three regular meetings in one year shall be deemed to have resigned from the Board. For purposes of determining the year, the Board shall use the calculation set forth in KRS 311A.015. Removal for failure to attend shall prohibit the removed Board member from serving until ten years have elapsed. Reappointments are at the governor’s discretion and shall be with the same class of Board member as was removed. Military Deployment shall be reason under these bylaws to waive the attendance requirements.
Only regular meetings shall count when determining removal for failure to attend. Special or emergency meetings shall not result in penalty. (KRS 311A.015(6)(b))
Based on their statutory basis for existence, the Board shall develop a vision for the provision of Emergency Medical Services in the state of Kentucky. The vision shall be used to guide them in developing a mission statement. The vision and mission statement may be amended but must not be altered unless four years have elapsed since the last adoption of a vision and mission statement. The vision and mission statement shall be voted on and adopted pursuant to regular voting procedures of the Board. The Mission of the Board shall be the guiding factor in setting goals for the Board and the Board Office.
The Board shall elect from its membership a Chair and a Vice-Chair. Election shall be conducted at the Board’s first regular meeting after September 1. (KRS 311A.015(4)) Election shall be by a majority of Board members. Terms of the Chair and Vice-Chair shall be for one year and shall not exceed more than four consecutive office terms. In the event of vacancy, the Board shall hold a special election to fill the office for the unexpired term. Election shall be conducted pursuant to regular election schedules regardless of the length of the unexpired term.
Pursuant to KRS 311A.015(4), the Board shall meet at least six times a year. Special and emergency meetings cannot replace regularly scheduled meetings. The meeting schedule shall be posted on the KBEMS website no later than two weeks following the adoption of the yearly schedule. Any Board member may request that issues pertaining to the business of the Kentucky Board of Emergency Medical Services or the provision of Emergency Medical Services be placed on the agenda. Such requests shall not preclude the Board Chair from referring those issues to appropriate committees prior to hearing by the full Board.
Special meetings may be called by the Chair. Special meetings are at the discretion of the chair but shall be called after coordination with the Vice-Chair and the Executive Director. Special meetings shall be held within twenty days of the Chair’s call and require at least seven days’ notice to all Board members. Special meetings follow all rules pertaining to regular meetings. The purpose of special meetings shall be to discuss relevant issues pertaining to the Board’s mission or the provision of Emergency Medical Services in Kentucky.
Emergency meetings shall be called only after the Chair, based on widely held criteria for determining local or statewide disasters, makes the decision that an emergency situation exists. In addition, the Chair may call an emergency meeting in the event that the Board must make a decision on a pressing matter that, if ignored, would negatively affect the provision of Emergency Medical Services in Kentucky or a significant region of the state. Emergency meetings must be held with at least twenty four hours’ notice to all Board members.
Within 14 working days of the regular meeting, the Chair of the Board shall set the agenda and direct the Board Office to post the stated agenda on the website for public notice. (202 KAR 7:020(3)) A copy of the agenda for regular meetings shall be provided to each Board member no later than seven days in advance of the meeting. Insofar as is practicable, copies of reports and all other materials that will be considered by the Board shall be provided to the each member no later than seven days in advance of each regular meeting. When known, notice of vacancies on the Board, vacancies on committees, and impending election of officers shall be given to all Board members at least thirty days in advance of application deadlines or elections to fill any vacancy. Notice of the agenda to the public shall comply with all state rules pertaining to Open Meetings laws.
All requests for inclusion in the agenda of a regular shall follow the requirements set forth in 202 KAR 7:020 Section 3. A person shall mean an individual or the representative of an organization. The request shall be in writing no later than twenty working days in advance of the regular meeting and shall contain the information specified in 202 KAR 7:020 Section 3(2)(a)-(e). Writing may include an electronic submission. Inclusion on the agenda is at the discretion of the Board Chair with coordination from the Executive Director. No person or entity is entitled to inclusion on the agenda. If such request is granted, the requesting person or entity must provide any supporting documentation to the Board Office for distribution to all Board members no later than seven days in advance of the regular meeting. Prior to being placed on a meeting’s agenda, the request for inclusion may be appropriately routed through any committee the Chair deems to hold jurisdiction over the subject matter of the request.
Because special meetings are generally called to address specific matters, the Chair shall have the discretion to deny any requests for inclusion on the agenda of a special meeting. The Chair shall entertain only those requests for inclusion deemed relevant to the purpose of the special meeting.
Any committee or Board member may request consideration by the Board, at any regular meeting, of any item not on the agenda of a regular meeting of the Board.
Unless an amendment officially moved for and approved by vote of the Board, the Chair shall adhere to the published agenda of all Board meetings.
KRS 311A.015(5) grants authority to the Board to adopt a quorum through regulation. 202 KAR 7:015 Section 4(1) sets a constituted quorum at ten members of the Board. Only after convening a quorum shall the Board conduct business. Quorum is presumed until the question of quorum is raised or it is revealed to be absent during a vote of the members.
The Chair shall preside at all regular, special, and emergency meetings of the Board. In the absence of the Chair, the Vice Chair shall preside. Should both the Chair and Vice Chair be absent, the Board shall hold a special vote to designate a presiding officer from the membership of the Board. Such election as presiding officer shall be effective only for the meeting in which the vote was taken and approved.
Each of the eighteen members on the Board shall have one vote. No member’s vote shall carry more weight than the vote of any other member.
All members of the Board may vote on all matters coming before the Board for consideration. However, members with conflicts of interest, as defined and discussed in these bylaws, shall abstain from voting.
Pursuant to 202 KAR 7:020 Section 5, voting may be accomplished by a voice vote, a show of hands, or a roll call. A motion for and vote thereon is the method for obtaining approval of a roll call vote. A vote for roll call shall be passed with a simple majority
All regular matters shall require a majority of Board members present to affirm a matter before the vote is carried. To pass the matters set out in 202 KAR 7:020 Section 5(4)(a)(i) shall require ten members of the Board to vote affirmatively. No matters shall be voted on or passed, including those contained within 202 KAR 7:020 Section 5(4)(a)(i), if the power granted in regulation directly contradicts the authority granted in KRS 311A. Ex Officio members, if any, of the Board shall not have a vote but shall hold only advisory positions on the Board or any committees thereof.
In the event that the governing statutes or these bylaws are not instructive regarding applicable procedures, the Board, through legal counsel or other advisor, shall consult Robert’s Rules of Order (the latest edition in place at the time the procedural issue is raised). The Board shall, after consultation and advice, follow the procedural rules as determined thereby.
The Board is directed through statute to establish committees and subcommittees. (KRS 311A.020(1)(h)) All standing committees must be created through statutory or regulatory process. Subcommittees may be created through statute, regulation, or motion and affirmative vote. Creation of subcommittees shall be by a majority vote of the committee to which it is attached and a majority vote of the Board. All Standing committees and subcommittees shall follow these policies, practices, and procedures:
Standing Committees may be comprised of both Board members and nonmembers. (KRS 311A.020(1)(h)
The Board chair shall appoint the members of any Standing committees or subcommittees.
The Chairs of Standing Committees and subcommittees shall be appointed by the Board Chair. It is within the Board Chair’s discretion to require persons acting as Chairs of Standing Committees and subcommittees to be Board members.
The Board Chair shall be an ex officio, but nonvoting, member of all Standing Committees and subcommittees. The KBEMS Executive Director shall serve as an ex officio, but nonvoting, member to all Standing Committees and subcommittees. The Board Chair may also appoint Board Office staff members to serve as ex officio members of any Standing Committee or subcommittee.
Standing Committee and subcommittee members shall serve a term of one year. Terms expire on September 30 of each year. The Board may set a limit to the number of terms committee and subcommittee members may serve but the Board must do so through regulation. The Chair should appoint or reappoint members to committees and subcommittees not before September 1 nor any later than September 30 of each calendar year.
Standing Committees and subcommittees must make all meetings open to the public unless an exception in KRS 61.810 allows the committees to go into closed session. If such exception exists, the committees must follow the rules for conducting closed sessions as stated in Kentucky law. Prior to going into closed session committees shall seek legal counsel.
The Standing Committee or subcommittee chair shall call any regular or special meetings. Special meetings shall be called only when necessary. Notice of all meetings shall be given to committee members, including ex officio members, no fewer than ten days in advance.
The agenda and supporting documents for agenda items shall, to the extent possible, be made available to committee members no later than seven days prior to all meetings.
The quorum necessary for any committee to conduct business shall be a majority of the membership of the committee.
An affirmative vote of a majority of the committee members present shall be required to carry all proposed actions.
Standing committees may take carried propositions directly to the full Board. Subcommittees may vote to carry propositions but any business conducted must be voted upon and carried in its parent Standing Committee before it is taken to the full Board for a vote.
All committees must accurately record the conduct and outcomes of their meetings. Minutes must be finalized and made available to committee members within seven days of the meeting. Minutes shall be made available to the public through publication on the website within fifteen days of committee meetings.
All committee meetings shall be conducted pursuant to Robert’s Rules of Order (latest revision).
Only the chair, or in the chair’s absence, the vice-chair of a Standing Committee is permitted to take reports or recommendations for action to the Board. Reports shall be brought to the Board at the Board’s next regularly scheduled meeting.
All Committee Actions are advisory only. The Board takes all final action.
Purposes of Standing Committees are set out either in KRS 311A.020(6) as in the Personnel Committee or in 202 KAR 7:020 Section 2(1)-(3), creating the Executive Committee, the Medical Oversight Committee, and the EMS for Children Committee. These committees represent specific areas of the Board’s Governance and Functions. The Executive Committee is established to provide overall guidance for the direction of the Kentucky Board of Emergency Medical Services. The Medical Oversight Committee generally addresses any areas dealing with medical standards in both practice and training. The EMS for Children Committee is a committee that shall promote and further the statutorily mandated EMSC Program in Kentucky.
No action recommended or taken by the variously established Standing Committees shall contradict any other statutory or regulatory provision. Specifically, the Personnel Committee may not exercise final personnel action over the Executive Director, General Counsel, or the State Medical Advisor. Subcommittees exist for the purposes expressly assigned to them through the recommendation of the Standing Committees to which they are attached and finally approved by the Board when voting to create such bodies.
The existence of task forces stems from administrative regulation, not statute. 202 KAR 7:020 Section 1(1)-(10) detail the creation of task forces, including but not limited to, persons who may request their formation and who has power to appoint and reappoint members. No vote of the Board may contradict a task force’s regulatory requirements, but the task force may be dissolved upon the Board Chair’s request and a majority vote of the Board. Task forces are not subcommittees. Task forces must be formed in accordance with regulation to address specific work, not overall ideas involved with areas of the provision of Emergency Medical Services. Although task forces are not Standing Committees or subcommittees, they shall follow all rules for the conduct of their meetings, including but not limited to quorum, voting, and public notice. Robert’s Rules of Order (latest edition) shall govern any points of order not covered in statute or administrative regulation.
Pursuant to 202 KAR 7:020, any person or entity negatively affected by the action of a standing committee or a task force may appeal to the Board.
Minutes shall be taken at all regular, special and emergency meetings of the Board. A Board Office staff member shall be responsible for recording, compiling, distributing, and publishing both unapproved and finally approved minutes of Board meetings. The same shall be true of Standing Committee meetings, subcommittee meetings, and task force meetings.
The minutes shall not be considered official unless and until approved by the Board, Standing Committee, subcommittee, or task force responsible for generating the record.
Pursuant to KRS 61.835, all minutes shall be open to public inspection no later than immediately following the next regularly scheduled Board meeting. This shall apply to all committee and task force meetings as well.
As a public agency attached to the Kentucky Community and Technical College System, the Kentucky Board of Emergency Medical Services is subject to the statute commonly known as the Open Meetings Law. Accordingly, pursuant to KRS 61.835, a meeting of the Board, their committees, task forces, or any panels associated therewith are open to the public unless, consistent with the requirements of KRS 61.810, a meeting is closed to the public by a majority of the cast votes of a quorum of the Board, committee, task force, or panel. Any formal action of the Board must be taken in open session. Prior to recommending, voting for, and going into closed session, the Board and any of their attendant entities, shall seek legal counsel to determine all requirements of KRS 61.810 are met and substantiated for the record.
Pursuant to the mandate in KRS 311A.020 the Kentucky Board of Emergency Medical Services is required to have an Executive Director for the daily administration of the Board’s work. The Executive Director is employed and subject to the personnel system of the Kentucky Community and Technical College System.
The Executive Director is responsible for the administrative conduct of the regulatory authority granted via statute to the Kentucky Board of Emergency Medical Services. As an employee of the Kentucky Community and Technical College System, the Executive Director shall work according to the description of duties and responsibilities set forth in the job description developed through the College. The Executive Director shall work for and with the Board to develop appropriate policies and procedures that further the quality of Emergency Medical Services in the state of Kentucky. The Executive Director shall be responsible for personnel decisions, staff development, budget analysis and management, reports to the Board, and any duties delegated to that position under the authority granted in KRS 311A and the promulgated regulations contained in 202 KAR 7.
The Board, while having no employment power over the Executive Director, shall offer their opinion of the job performance of the Executive Director. Such evaluation shall be through the Human Resources procedures and policies established by the Kentucky Community and Technical College System. Such input shall be conducted annually pursuant to the review schedule set by the College.
Any provisions of these bylaws, with the exception of those governed by or required by statute or regulation, may be amended by two thirds vote of the cast votes of a quorum of the Board. New provisions may also be added with the same required vote. No amendment or addition may be adopted unless its substance was introduced first at a preceding regular or special meeting of the Board. All changes, including amendments, revisions, and additions, may be, but are not required to be, routed through the Executive Committee prior to being submitted for the first reading at a meeting of the Board.
Any provisions of these bylaws, except those statutorily or regulatorily required under Kentucky law, may be suspended at any regular or special meeting of the Board for that meeting only. Suspension may be accomplished with an affirmative vote from two thirds of the cast votes of a quorum of the Board.