Nemsa 2007 Bylaw

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CONSTITUTION AND BYLAWS

OF

NATIONAL EMERGENCY MEDICAL SERVICES

ASSOCIATION

A California Nonprofit Mutual Benefit Corporation

ARTICLE I

NAME

The name of the organization is the National Emergency Medical Services Association.

ARTICLE II

OFFICES OF THE ASSOCIATION

Section 1: Principal Office

The principal office for the transaction of the activities and affairs of theNational Emergency Medical Services Association (hereinafter “NEMSA” or“Association” or “Corporation”) is located at 3340 Tully Road, Suite D-3, Modesto CA95350, California. The Board of Directors (hereinafter “Board”) may change the

principal office from one location to another. Any change in the location of the principaloffice shall be recorded by the secretary as an addendum to these Bylaws, or this Sectionmay be amended to state the new location.

Section 2: Other Offices

The Board may, at any time, establish branch or subordinate offices at anyplace or places where the Association is qualified to conduct its activities.

ARTICLE III

PURPOSES AND LIMITATIONS

Section 1: General Purposes

The general purpose of this Association is to engage in any lawful act oractivity for which a corporation may be organized under the California Nonprofit MutualBenefit Corporation Law.

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Section 2: Specific Purposes

Within the context of the general purpose stated above, this Association’sspecific and primary purposes shall be:

(A) To operate a labor organization within the meaning of Section 23701a of the California Revenue and Taxation Code and Section 501(c)(5) of the Internal RevenueCode.

(B) To represent emergency medical services employees in regards to theirwages, hours and working conditions.

(C) To contribute and aid in the development of the high professional standardsto which emergency medical services employees are dedicated.

(D) To promote and maintain an organization for the mutual advancement andwelfare of its members by all proper, suitable and lawful means.

(E) To foster a spirit of goodwill among its members and to promulgate ethicalpractices in their relationship with each other, their employers and the public, to the endthat all interests may be served fairly.

(F) To aid and assist the members in all proper ways relative to mattersaffecting their welfare within the scope and the function set forth in these Bylaws.

(G) To oppose any organization or group which expounds or promotes anydoctrine or philosophy adverse or subversive to the fundamental principals andinstitutions of the United States and this Association.

Notwithstanding any of the above statements of purpose and powers, thisAssociation shall not, except to an insubstantial degree, engage in any activities orexercise any powers that are not in furtherance of the specific purposes of the association.

ARTICLE IV

MEMBERS

Section 1: Classes and Qualifications

This Association shall have three classes of members designated asRegular, Associate and Honorary.

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(A) Regular members shall be employees of emergency medical servicesproviders (hereinafter “employers”) employed in representation or bargaining units forwhich NEMSA is the recognized or certified employee representative or bargaining agentfor matters relating to wages, hours and other terms and conditions of employment.Regular members who are terminated or suspended from employment by their employers,

and whose terminations or suspensions are under appeal, shall not lose their status asRegular members solely by virtue of their terminations or suspensions from employment.Regular members who lose their eligibility for continued employment with an emergencymedical services provider due to fulltime service with NEMSA as an elected official oran employee, shall not lose their status as Regular members during the period of serviceto NEMSA.

(B) Associate members shall be individuals who are not part of a representationor bargaining unit for which NEMSA is recognized or certified as the employeerepresentative or bargaining agent, and are part of a group or are individuals approved by

the Board as being eligible for Associate membership.

(C) Honorary memberships shall be available to persons for meritorious serviceto this Association or for distinguished public service. Honorary memberships shall begranted by a majority vote of the Board. Honorary members shall not pay membershipfees, dues or assessments and shall have no voting rights.

Section 2: Voting Members

Regular members shall have the exclusive right to vote, as set forth in these

Bylaws, on the election of directors, on the disposition of all or substantially all of theassets of the Association, on any merger and its principal terms and any amendment of those terms, and on election to dissolve the Association. In addition, Regular membersshall have all rights afforded members under the California Nonprofit Mutual BenefitCorporation law. All references in these Bylaws to "members" or the "membership" shallbe limited to Regular members as defined in Section 1 of this Article, who are also"members" as that term is defined in Section 5056 of the California Corporations Code.

Section 3: Other Persons Associated With the Association

The Association may refer to Associate and Honorary members or otherpersons or entities associated with the Association as “members" even though suchpersons or entities are not voting members as set forth in Section 2 of this Article, andsuch reference shall not confer or constitute member status within the meaning of Section5056 of the California Corporations Code, unless such person or entity shall havequalified for voting membership under Section 5056 of the California Corporations Codeor these Bylaws. By amendment of its Articles of Incorporation or of these Bylaws, theAssociation may grant some or all of the rights of a member, as set forth in these Bylaws,

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to any person or entity that does not have the right to vote on any of the matters specifiedin Section 2 of this Article, but no such person or entity shall be a member within themeaning of Section 5056 of the California Corporations Code.

Section 4: Application for Membership

Application for membership shall be submitted to the Board in a mannerthe Board deems appropriate. Any person seeking membership shall be required to signan application, which may contain a statement that such person agrees to abide by theseBylaws and any other rules and regulations properly adopted by the Board ormembership. The Board shall act upon each application within a reasonable time aftersubmission, or at the next regularly scheduled Board meeting, whichever comes later.

Section 5: Dues, Fees, and Assessments

Each member must pay, within the time and on the conditions set by theBoard, membership fees, dues and assessments in amounts set forth in these Bylaws or asmay be fixed from time to time by the members.

Section 6: Good Standing

Those Regular and Associate members who have paid the required fees,dues and assessments in accordance with these Bylaws, satisfied all other requirementsfor membership pursuant to these Bylaws, and who have not been terminated, expelled orsuspended from membership, shall be members in good standing.

Section 7: Termination and Suspension of Membership

(A) Causes of Termination. A membership shall terminate on occurrence of anyof the following events:

(i) Resignation of a member on reasonable notice to the Association;

(ii) Expiration of the period of membership, if any, unless themembership is renewed on the renewal terms fixed by the Board;

(iii) Failure of a member to pay required fees, dues or assessments withinninety (90) days after they become due and payable;

(iv) Occurrence of any event that renders a member ineligible formembership, or failure to satisfy membership qualifications;

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(v) Expulsion of the member under this Section, based on the good faithdetermination by the Board, or a committee or person authorized by the Board tomake such a determination, that the member has failed in a material and seriousdegree to observe the rules of conduct of the Association, or has engaged inconduct materially and seriously prejudicial to the purposes and interests of the

Association.

(B) Suspension or Expulsion of Membership. A member may be suspended orexpelled, under this Section, based on the good faith determination by the Board, or acommittee or person authorized by the Board to make such a determination, that themember has failed in a material and serious degree to observe the Association's rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposesand interests of the Association. A person who has been expelled or whose membershipis suspended shall not be a member during the period of expulsion or suspension.

(C) Procedure for Expulsion or Suspension. If grounds appear to exist forexpulsion or suspension of a member under this Section, the procedure set forth belowshall be followed:

(i) The member shall be given fifteen (15) days' prior notice of theproposed expulsion or suspension and the reasons for the proposed expulsion orsuspension. Notice shall be given by any method reasonably calculated to provideactual notice. Any notice given by mail shall be sent by first-class or registeredmail to the member's last address as shown on the Association's records.

(ii) The member shall be given an opportunity to be heard, either orallyor in writing, at least five (5) days before the effective date of the proposedexpulsion or suspension. The hearing shall be held, or the written statementconsidered, by the Board or by a committee or person authorized by the Board todetermine whether the expulsion or suspension should take place.

(iii) The Board, committee, or person shall decide whether or not themember should be expelled, suspended, or sanctioned in some other way. Thedecision of the Board, committee, or person shall be final unless thirty percent(30%) of the members in the representation unit to which the disciplined memberis assigned submit a petition to the Board requesting that the matter be put to asecret ballot vote of the members of the representation unit. Such a petition mustbe submitted to the Board within thirty (30) days after the date of the decision toexpel, suspend, or terminate the member. A majority vote of the entiremembership of the representation unit is required to overturn or modify any actiontaken by the Board, committee or person against the member pursuant to thisSection.

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Section 8: Transfer of Memberships

No membership or right arising from membership shall be transferred. Allmembership rights cease on the member's death.

Section 9: Reinstatement

Any member who has withdrawn from the Association shall not be eligiblefor reinstatement unless withdraw was due to having left the employment of anemergency medical services provider and that individual is subsequently re-employed byan emergency medical services provider, or unless a member in good standing petitionsthe general membership for reinstatement of the withdrawn individual and a majorityvote of the membership affirms reinstatement.

Section 10: Nondiscrimination

No member of this Association shall be favored or discriminated against,directly or indirectly, in any facet of the Association membership, right, privilege orbenefit because of the member's race, creed, color, sex, national origin, religion, sexualorientation, medical condition or political affiliation.

Section 11: Bill of Rights

All members of this Association enjoy the rights and protections affordedmembers of labor organizations pursuant to the Labor-Management Reporting and

Disclosure Act, 29 U.S.C. § 401 et seq.

ARTICLE V

MEETING OF MEMBERS

Section 1: Place of Meetings

Meetings of the members shall be held at any place designated by the Board.In the absence of any such designation, members' meetings shall be held at theAssociation’s principal office.

Section 2: Annual Meeting

An annual members’ meeting shall be held on the first day of June of eachyear unless the Board fixes another date or time and so notifies members as provided inSection 4 of this Article. If the scheduled date falls on a legal holiday, the meeting shall

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be held the next full business day. At this meeting, directors shall be installed and anyother proper business may be transacted subject to Sections 4(B) and 5 of this Article.

Section 3: Special Meetings

(A) Persons Authorized to Call. A special meeting of the members for anylawful purpose may be called at any time by the Board or by the president, or by amajority of the voting members present at any regular meeting, or by petition signed byten percent (10%) or more of the voting members.

(B) Calling Meetings. A special meeting called by any person (other than theBoard) entitled to call a meeting shall be called by written request, specifying the generalnature of the business proposed to be transacted, and submitted to the president or anyvice president or the secretary of the Association. The officer receiving the request shallcause notice to be given promptly to the members entitled to vote, in accordance with this

Article, stating that a meeting will be held at a specified time and date fixed by the Board,provided, however, that the meeting date shall be not more than thirty (30) days afterreceipt of the request. If the notice is not given within seventy-two (72) days after therequest is received, the person or persons requesting the meeting may give the notice.Nothing in this Section shall be construed as limiting, fixing, or affecting the time atwhich a meeting of members may be held when the meeting is called by the Board.

(C) Proper Business of Special Meetings. No business, other than the businessthe general nature of which was set forth in the notice of the meeting, may be transactedat a special meeting. Any person(s) calling for a special meeting shall be present at such

meeting.

Section 4: Notice Requirements for Members' Meetings

(A) General Notice Requirements. Whenever members are required orpermitted to take any action at a meeting, a written notice of the meeting shall be given inaccordance with this Article, to each member entitled to vote at that meeting. The noticeshall specify the place, date, and hour of the meeting and: (i) for a special meeting, thegeneral nature of the business to be transacted, and no other business may be transacted,or (ii) for the annual meeting, those matters that the Board, at the time notice is given,intends to present for action by the members, except that any proper matter may bepresented at the meeting. The notice of any meeting at which directors are to be electedshall include the names of all persons who are nominees when notice is given.

(B) Notice of Certain Agenda Item. Approval by the members of any of thefollowing proposals, other than by unanimous approval by those entitled to vote, is validonly if the notice or written waiver of notice states the general nature of the proposal orproposals:

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(i) Removing a director without cause;

(ii) Filling vacancies on the Board;

(iii) Amending the Articles of Incorporation or Bylaws;

(iv) Approving a contract or transaction between the Association or oneor more directors, or between the Association and an entity in which a director hasa material financial interest;

(v) Electing to wind up and dissolve the Association;

(vi) Approving a plan for the distribution of assets, other than money,not in accordance with liquidation rights of any class or classes as specified in the

Articles or Bylaws, when the Association is in the process of winding up; or

(vii) Final acceptance, approval, ratification or rejection of the terms of anegotiated memorandum of understanding or collective bargaining agreementpertaining to wages, hours and working conditions of the members.

(C) Manner of Giving Notice. Notice of any meeting of members shall be inwriting and shall be given at least ten (10) but no more than thirty (30) days before themeeting date. In the event of a special meeting, notice must be provided within seventy-two (72) hours after the meeting has been called. Notice shall be given in any manner

reasonably calculated to provide actual notice to members of the meeting.

(D) Waiver by Attendance. A member's attendance at a meeting shall constitutea waiver of notice of a meeting, unless the member objects at the beginning of themeeting to the transaction of any business because the meeting was not lawfully called orconvened. Also, attendance at a meeting is not a waiver of any right to object to theconsideration of matters required to be included in the notice of the meeting but not soincluded, if that objection is expressly made at the meeting.

Section 5: Quorum

(A) Percentage Required. Thirty percent (30%) of the voting power shallconstitute a quorum for the transaction of business at any meeting of members provided,however, that if any regular or annual meeting is actually attended in person by less thanfifty percent (50%) of the voting power, the only matters that may be voted on are thoseof which notice of their general nature was given under Section 4(A) of this Article.

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(B) Loss of Quorum. Subject to Subsection (A) of this Section, the memberspresent at a duly called or held meeting at which a quorum is present may continue totransact business until adjournment, even if enough members have withdrawn to leaveless than a quorum, if any action taken (other than adjournment) is approved by at least amajority of the members required to constitute a quorum.

Section 6: Adjournment and Notice of Adjourned Meeting

Any membership meeting, whether or not a quorum is present, may beadjourned from time to time by the vote of the majority of the members represented at themeeting. No meeting may be adjourned for more than forty-five (45) days. When amembers' meeting is adjourned to another time or place, notice need not be given of theadjourned meeting if the time and place to which the meeting is adjourned are announcedat the meeting at which adjournment is taken. If, after adjournment, a new record date isfixed for notice or voting, a notice of the adjourned meeting shall be given to each

member who, on the record date for notice of the meeting, is entitled to vote at themeeting. At the adjourned meeting, the Association may transact any business that mighthave been transacted at the original meeting.

Section 7: Exclusion of Non-Voting Members

Upon a majority vote of the Board or voting members present at any regularor special meeting, any Associate or Honorary members and other non-voting personmay be excluded from the meeting.

Section 8: Voting

(A) Eligibility to Vote. Subject to the provisions of the California NonprofitMutual Benefit Corporation Law and other provisions of these Bylaws, members entitledto vote at any meeting of members shall be voting members in good standing as of therecord date determined under Sections 10 and 11 of this Article.

(B) Manner of Casting Votes. Voting may be by voice or ballot, except thatany election of directors must be by secret ballot.

(C) Voting. Each member entitled to vote shall be entitled to cast one vote oneach matter submitted to a vote of the members.

(D) Approval by Majority Vote. If a quorum is present, a majority vote of themembers present at the meeting who are entitled to vote and actually voting on thematter, shall be the act of the members, unless the vote of a greater number is required bythe California Nonprofit Mutual Benefit Corporation Law or by the Articles of Incorporation.

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(E) Retention and Challenge of Ballots. The results of all votes cast shall be

posted immediately after they are tabulated. The Board shall provide that the originalballots be maintained in the Association files for a period of one (1) year after the resultsof any vote are posted. After the expiration of the one (1) year period, the original ballots

may be destroyed. The Board shall provide that the results of all votes be recorded andmaintained in the Association files indefinitely.

(F) Balloting Challenge. Any member seeking to challenge or protest theresults, methods or procedures of an election of the membership, shall submit a writtenprotest to the Board within ten (10) days after the results of the particular vote are posted.Failure to file a written protest within the ten (10) day period will constitute a forfeitureof any right which the member may have to challenge the vote. If the challenge orprotest is not resolved by the Board within ten (10) days after filing, the member maysubmit the matter to arbitration pursuant to Article XIII of these Bylaws. Arbitration for

purposes of any challenge or protest to an election or vote shall be expedited and resolvedwithin thirty (30) days following the request for arbitration. Notwithstanding theprocedures contained in Article XIII, an arbitrator shall be selected by the parties whocan hear and decide the dispute within the thirty (30) day time period.

Section 9: Action Without a Meeting

(A) Action by Written Ballot Without a Meeting. Any action that may be takenat any meeting of members may be taken without a meeting by complying with thisArticle.

(B) Solicitation of Written Ballots. The Association shall distribute one writtenballot to each member entitled to vote on the matter. Such ballots shall be given eitherpersonally or by first-class mail or by other means of written communication, chargesprepaid, and shall be addressed to each member entitled to vote, at the address of thatmember appearing on the books of the Association for purposes of notice. If no addressappears on the Association's books and no address has been so given, the ballot shall bedeemed to have been delivered if the written ballot is mailed to that member by first-classmail or written communication in care of their emergency medical services employer.All solicitations of votes by written ballot shall specify the time by which the ballot mustbe received in order to be counted. Each ballot so distributed shall (1) set forth theproposed action; (2) provide the members an opportunity to specify approval ordisapproval of each proposal; and (3) provide a reasonable time within which to returnthe ballot to the Association.

(C) Number of Votes and Approvals Required. Approval by written ballotshall be valid only when the number of approvals equals or exceeds the number of votes

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that would be required for approval at a meeting at which the total number of votes castwas the same as the number of votes cast by written ballot without a meeting.

(D) Revocation. A written ballot may not be revoked.

(E) Filing. All written ballots shall be filed with the secretary of theAssociation and maintained in the corporate records for at least thirty (30) days.

Section 10: Record Date for Notice, Voting, Written Ballots and Other Actions as

Determined by Board

For purposes of determining the members entitled to notice of any meeting,entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exerciseany rights with respect to any lawful action, the Board may, in advance, fix a record date.

The record date so fixed:

(A) for notice of a meeting shall not be more than thirty (30) nor less than ten (10)days before the date of the meeting;

(B) for voting at a meeting shall not be more than thirty (30) days before the dateof the meeting;

(C) for voting by written ballot shall not be more than thirty (30) days before theday on which the first written ballot is mailed or solicited; and

(D) for any other action shall not be more than thirty (30) days before that action.

Section 11: Record Date for Notice, Voting, Written Ballots and Other Actions Not

Determined by Board

(A) Record Date for Notice or Voting. If not otherwise fixed by the Board, therecord date for determining members entitled (i) to receive notice of a meeting of members shall be the business day next preceding the day on which notice is given or, if notice is waived, the business day next preceding the day on which the meeting, is held,and (ii) to vote at the meeting shall be the day on which the meeting is held.

(B) Record Date for Action by Written Ballot. If not otherwise fixed by theBoard, the record date for determining those members entitled to vote by written ballotshall be the day on which the first written ballot is mailed or solicited.

(C) Record Date for Other Actions. If not otherwise fixed by the Board, therecord date for determining members entitled to exercise any rights with respect to any

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other lawful action shall be the date on which the Board adopts the resolution relating tothat action, or the thirtieth (30th) day before the date of that action, whichever is later.

Section 12: Members of Record

For purposes of Sections 10 and 11 of this Article, a person holdingmembership at be close of business on the record date shall be a member of record.

ARTICLE VI

DIRECTORS

Section 1: Powers

(A) General Corporate Powers. Subject to the provisions and limitations of the

California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, theArticles of Incorporation, these Bylaws and the Labor-Management Reporting andDisclosure Act, 29 U.S.C. § 401 et seq., regarding actions that require the approval of themembers, the Association's activities and affairs shall be managed, and all corporatepower shall be exercised, by or under the Board's direction.

(B) Specific Powers. Without prejudice to the general powers set forth in thisSection, but subject to the same limitations, the directors shall have the power to:

(i) Appoint and remove the Association’s non-elected officers, agents

and employees; prescribe powers and duties for them that are consistent with thelaw, with the Articles of Incorporation and with these Bylaws; and fix theircompensation and require from them security for faithful performance of theirduties.

(ii) Change the principal office or the principal business office inCalifornia from one location to another; cause the Association to be qualified toconduct its activities in any other state, territory, dependency, or country; conductits activities within or outside California and designate any place within or outsideCalifornia for holding any meeting of members.

(iii) Borrow money and incur indebtedness on behalf of the Associationand cause to be executed and delivered for the Association's purposes, in theCorporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,pledges and other evidences of debt and securities.

(iv) Pay all legitimate obligations and indebtedness of the Associationunless specifically restricted by the members.

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Section 2: Limitation of Authority

(A) Collective Bargaining Agreements/Wage Contracts. The Board is precludedfrom taking any final actions to accept, reject, approve or ratify a proposed final offer

from any emergency medical services provider as to the terms of a negotiated collectivebargaining agreement pertaining to wages, hours and working conditions of the members.Any final acceptance, approval, ratification or rejection of such an offer or proposal is amatter to be determined by the members covered by the particular collective bargainingagreement at a duly called meeting of those members or other procedure authorized bythese Bylaws. Nothing herein shall restrict the ability of the Board to take all necessarysteps in furtherance of negotiating the most advantageous terms of a collective bargainingagreement with an emergency medical services provider.

Section 3: Qualifications of Directors and Officers

Any member in good standing for a period of twelve (12) consecutivemonths shall be eligible to serve as director or officer. The member must maintainhis/her status as a member in good standing throughout the term of office. The offices of president, vice-president, secretary and treasurer shall be held by a member who has beena member in good standing for a minimum of twenty-four (24) consecutive months as of the date he/she will take office, except that members in good standing for a period of twelve (12) consecutive months shall be eligible to hold office as president and secretaryfor the three year term of office commencing 2007.

Section 4: Number

The Board shall consist of at least five (5), but not more than twenty-seven(27) directors, unless changed by amendment to these Bylaws. The exact number of directors shall be fixed, within those limits, by resolution of the Board.

Section 5: Directors Serving as Officers

At least four (4) individuals shall be elected to serve concurrently asdirectors and officers of the Association. The individuals elected by the members toserve concurrently as directors and officers shall fulfill all duties of a director as well asthe duties of their particular office as set forth in these Bylaws.

Section 6: Regional Directors

In addition to the four (4) directors who serve concurrently as officers of the Association, there shall be at least one (1), but not more than twenty-three (23)

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additional directors, as determined by Board resolution, to serve as regional directors.Each Region shall be composed of one or more representational districts based ongeographic, facility or bargaining unit distinctions as determined by Board resolution.Regions shall be established, defined and redefined by Board resolution. Regionaldirectors shall be elected from among the membership of the particular region. Only the

membership of the particular Region may elect its regional director. Candidates foroffice as regional directors shall be nominated by the Chief Stewards from the respectiveRegion, notwithstanding Article VIII Section 1(A) of these Bylaws. Regional directorsshall be responsible for representing and advancing the interests of their particularconstituency.

Section 7: Term of Office

Directors shall be elected by the members to hold office for three (3) years.The terms of office shall be staggered so that fifty percent (50%) plus one of the exact

number of directors fixed by the Board pursuant to Section 4 of this Article are elected ineven numbered years. The president and secretary shall be elected in odd numberedyears and the vice-president and treasurer shall be elected in even numbered years. Theinitial term of office for the president and secretary shall be three (3) years.

Section 8: Compensation and Reimbursement

Directors may not receive any form of compensation for services renderedsolely as directors, but may seek reimbursement for proper expenses as incurred andauthorized by these Bylaws and/or the Board. Officers, regardless of their status as

directors, may receive compensation in amounts fixed by Board resolution for theperformance of services on behalf of the Association. The amount of compensation fixedfor any officer shall be just and reasonable to the Association at the time the resolution isadopted.

ARTICLE VII

OFFICERS

Section 1: Officers

The officers of the Association shall be a president, a vice-president, asecretary and a treasurer/chief financial officer. The Association may, with Board ormember approval, also have additional vice-presidents, assistant secretaries, assistanttreasurers, and such other officers as may be appointed in accordance with Section 3 of this Article.

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Section 2: Responsibilities of Officers

(A) General. In their capacity as such, all officers of the Association shallrepresent the interests of the members. In every matter which could affect the reputationof the Association, including, but not limited to, political issues and issues relating to

wages, hours and working conditions, each officer should obtain the approval of themajority of the Board before publishing any opinions, whether orally or in writing, whileusing the Association name or their official title as an officer and/or director.

(B) President. The president shall serve as the Chairman of the Board and shallpreside at meetings of the Board and membership and shall exercise and perform suchother powers and duties as the Board or the members may assign from time to time. Thepresident shall also be the general manager of the Association and shall supervise, directand control the Association's activities, affairs and officers. Appointive positions may bemade by the president as deemed necessary for the benefit of the Association, subject to

approval by the Board. The president shall be an ex-officio member of all committees of the Association. The president shall also act as the liaison officer between thisAssociation and all emergency medical services providers and state or nationalorganizations and associations, and the general public. The president shall also havesuch other powers and duties as the Board or these Bylaws may prescribe.

(C) Vice-President. In the absence or disability of the president, the vice-presidents, if any, in order of their rank as fixed by the Board, or, if not ranked, a vice-president designed by the Board, shall perform all duties of the president. The vice-president shall have such other powers and perform such other duties as the Board or

these Bylaws may prescribe.

(D) Secretary

(i) Book of Minutes. The secretary shall keep or cause to be kept, at theAssociation's principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, of committeesof the Board, and of members' meetings. The minutes of meetings shall includethe time and place that the meeting was held, whether the meeting was annual,regular, or special, and, if special, how authorized, the notice give, the names of those present at Board committee meetings, and the number of members present orrepresented at members' meetings. The secretary shall keep or cause to be kept, atthe principal office, a copy of the Articles of Incorporation and Bylaws, asamended to date.

(ii) Membership Records. The secretary shall keep or cause to be kept,at the Association's principal office or at a place determined by resolution of theBoard, a record of the Association's members, showing each member's name,

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address, and class of membership. The secretary shall deliver to his/her successorall books, documents, records, papers, equipment and/or other matters belongingto the Association or his/her office.

(iii) Notices, Seal and Other Duties. The secretary shall give, or cause to

be given, notice of all meetings of members, of the Board and of committees of the Board required by these Bylaws to be given. The secretary shall keep thecorporate seal in safe custody and shall have such other powers and perform suchother duties as the Board or the Bylaws may prescribe.

(iv) Authority. In the absence or disability of the president or vice-president, their powers and duties shall be performed by the secretary.

(E) Assistant Secretary. Should the membership approve the position and inthe absence or disability of the secretary, the assistant secretary shall perform all duties of

the secretary. When so acting, the assistant secretary shall have all powers of and besubject to all restrictions of the secretary. The assistant secretary shall have such otherpowers and perform such other duties as the Board or these Bylaws may prescribe.

(F) Treasurer.

(i) Books of Account. The treasurer shall also be known as the chief financial officer, and shall keep and maintain, or cause to be kept and maintainedat the Association offices, adequate and correct books and accounts of theAssociation's properties and transactions. The treasurer shall send or cause to be

given to the directors a detailed monthly financial report and shall include thenames of the members in arrears for non-payment of fees, dues and/orassessments, said report shall also include a statement of membership of theAssociation. The treasurer shall cause the Association’s financial transactions tobe audited on an annual basis by an independent auditor. The books of accountrecords, and instruments shall be open to inspection by any director at allreasonable times.

(ii) Deposit and Disbursement of Money and Valuables. The treasurershall deposit, or cause to be deposited, all money and other valuables in the nameand to the credit of the Association with such depositories as the Board maydesignate. The treasurer shall make, or cause to be made, disbursement of corporate funds as authorized or directed by the Board, shall have available andrender to the president and the Board, when requested, a monthly account of alltransactions as treasurer and of the financial condition of the Association, andshall have such other powers and perform such other duties as the Board or theBylaws may prescribe.

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(iii) Transfer of Accounts. At the expiration or termination of tenure of his/her office, the treasurer shall deliver to his/her successor all funds, monies,books, accounts, papers, documents, equipment and/or other matters belonging tothe Association or to his/her office, and receive a receipt therefore, and a copy of which shall be filed with the secretary.

(iv) Authority. In the absence or disability of the president, vice-president, or secretary, their powers and duties shall be performed by the treasurer.

Section 3: Other Officers

The Board or the members may appoint and may authorize the president, orother officer, to appoint any other officers that the Association may require. Each officerso appointed shall have the title, hold office for the period, have the authority, andperform the duties specified in the Bylaws or determined by the Board or members.

Section 4: Compensation and Reimbursement

Officers, regardless of their status as directors, may receive compensationin amounts fixed by Board resolution for the performance of services on behalf of theAssociation. The amount of compensation fixed for any officer shall be just andreasonable to the Association at the time the resolution is adopted.

Section 5: Bond

Any director, officer, agent, shop steward or other representative oremployee who may handle the Association’s funds or property shall be bonded from acorporate surety or sureties specified by the Board for faithful performance of the dutiesof the office and for restoration to the Association of all of its books, papers, vouchers,money, and other property of every kind in the possession or under the control of thetreasurer on his or her death, resignation, retirement, or removal from office. All bondsshall conform to the requirements of the Labor-Management Reporting and DisclosureAct, 29 U.S.C. § 502. The Association shall pay all fees and costs related to obtainingsaid bonds.

ARTICLE VIII

ELECTION OF DIRECTORS AND OFFICERS

Section 1: Election Procedure

All directors and officers shall be elected in conformance with thefollowing procedures:

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(A) Nominating Committee. The president shall appoint three Regular

members to a nominating committee in February of each year. It shall be the duty of thenominating committee to solicit the entire membership, receive applications for andcompile lists of at least one nominee for every director and elected officer position for

which a term of office is due to expire. The nominating committee shall, if appropriate,interview each applicant and provide the Board and membership with their findings withrespect to the qualifications of each of the prospective candidates no later than April 1st immediately prior to the June 1st membership meeting. The committee shall formulateprocedures that allow a reasonable opportunity for a nominee to communicate tomembers the nominee's qualifications and reasons for the nominee's candidacy, areasonable opportunity for all nominees to solicit votes, and a reasonable opportunity forall members to choose among the nominees.

(B) General Election Committee. The president shall appoint three Regular

members who shall not be officers, directors or candidates for any officer or directorposition, to a general election committee in February of each year. This committee shallprepare a secret election ballot, arrange for its printing and distribution to all members,protect and secure all ballots, collect and tabulate all votes upon conclusion of theelection, post the results and take all further steps necessary to advise the membership of the election outcome. The general election committee shall be responsible for collectingall ballots during the week preceding the June 1st membership meeting ("election week")and provide for their security and confidentiality until all votes are opened, tabulated andposted at the June 1st membership meeting. The candidate receiving the highest numberof votes for each directorship shall be elected.

Section 2: Special Election

Should a director not be elected to fill a vacant directorship at the June 1st membership meeting, the director may be elected at any special membership meetingheld for that purpose or by written ballot. Each such director including an officer ordirector elected to fill a vacancy or elected at a special membership meeting or by writtenballot shall hold office until expiration of the term for which elected and until a successorhas been elected and qualified.

Section 3: Installation of Directors

All directors of this Association shall serve in their respective offices untiltheir successors have been installed. Candidates elected at the June 1st membershipmeeting shall work with the incumbent directors and officers to familiarize themselveswith the duties of their office until they are installed. Such installations are to be made atthe membership meeting.

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Section 4: Vacancies on Board

(A) Events Causing Vacancy. A vacancy or vacancies on the Board shall existon the occurrence of any of the following: (i) the death or resignation of any director; (ii)a final order of the court declaring a director of unsound mind or convicted of a felony,

or, if the Association holds assets in charitable trust, has been found by a final order or judgment of any court to have breached a duty arising under Section 7238 of theCalifornia Corporations Code; (iii) a majority of the members entitled to vote for thedirector approve the director’s removal from office; (iv) a declaration by the Board that adirector was absent for three (3) consecutive Board meetings without reasonable excuseor justification; (v) the increase of the authorized number of directors; or (vi) the failureof the members, at any meeting of members at which any director(s) are to be elected, toelect the number of directors required to be elected at that meeting.

(B) Resignations. Except as provided below, any director or officer may resign

by giving written notice to the chairman of the board, if any, or to the president orsecretary of the Board. The resignation shall be effective when the notice is given unlessit specifies a later time for the resignation to become effective. If a director's or officer'sresignation is effective at a later time, the president may appoint, subject to Boardapproval, a successor to take office as of the date when the resignation becomes effective.

(C) Removal of Officers and Directors.

(i) By the Membership. Whenever a written petition signed by 30percent (30%) of the members entitled to vote for a particular director or officer

are submitted to the Board asking for the recall of any officer or director whichwas elected, the Board shall, within ten (10) days, direct the preparation of a recallballot to be submitted to each voting member entitled to vote for the particularofficer or director of the Association. The officer or director involved shall beadvised of the basis of any recall petition against him or her. The secretary of thisAssociation shall cause the recall ballot to be mailed to all eligible votingmembers as of the date of the submission of the recall petition. Each recall ballotshall contain the name of the officer or director and provide spaces for anaffirmative or negative vote as to his or her recall. The recall ballot shall beaccompanied by a blank envelope in which the completed recall ballot shall beplaced and sealed, and a self-addressed envelope for the ballot envelope to beplaced in for the return of the ballot to the corporate secretary. The returnenvelope shall be signed by the eligible voter in order for the recall ballot to bevalid. All recall ballots returned with the outer envelope not signed by an eligiblevoter shall be null and void and shall be held until the recall ballots are counted.All recall ballots shall be returned to the corporate secretary within ten (10) days,placed in a locked ballot box and forwarded to the Board. The Board shall, withinfive (5) days, tabulate the recall ballots. If a majority of the voting members vote

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in favor of recall, the officer or director shall immediately be declared removedfrom office.

(ii) By the Board. The Board shall at its option and within its discretion,remove any officer or director, upon a majority vote of the Board, who absents

himself/herself for three (3) consecutive meetings without providing reasonableexcuse or justification.

(iii) Breaches of Fiduciary Duties. The Board or the members may bringcharges against any director or officer of the Association based on allegedbreaches of fiduciary duties owed to the Association and/or its members and seek to discipline or remove said director or officer pursuant to the procedures set forthin Article IV, Section 7 and Article XIII of these Bylaws. No director elected bymembers may be removed from office unless a majority of the members entitled tovote for the director approve the removal.

(D) Filling Vacancies. Should a vacancy occur on the Board, the president shall,subject to the approval of the entire Board, fill said position or positions. The presidentshall select the appropriate members to fill said position or positions within thirty (30)days of the occurrence of the vacancy.

(E) Vacancy or Reduction of Number of Directors. No reduction of theauthorized number of directors or officers shall have the effect of removing any directorbefore that director's term of office expires.

Section 5: Indemnification

(A) Right of Indemnity. To the fullest extent permitted by law, this Associationshall indemnify its directors, officers, employees, and other persons described in Section7237(a) of the California Corporations Code, including persons formerly occupying anysuch position, against all expenses, judgments, fines, settlements and other amountsactually and reasonably incurred by them in connection with any "proceeding", as theterm is used in that section, and including an action by or in the right of the Association,by reason of the fact that the per.; on is or was a person described in that section."Expenses", as used in this bylaw, shall have the same meaning as in Section 7237(a) of the California Corporations Code.

(B) Approval of Indemnity. On written request to the Board by any personseeking indemnification under Section 7237(b) or Section 7237(c) of the CaliforniaCorporations Code, the Board shall promptly determine under Section 7237(e) of theCalifornia Corporations Code whether the applicable standard of conduct set forth inSection 7237(b) or Section 7237(c) has been met and, if so, the Board shall authorize

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indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification issought prevents the formation of a quorum of directors who are not parties to thatproceeding, the Board shall promptly call a meeting of members. At that meeting, the:members shall determine under Section 7237(e) of the California Corporations Code

whether the applicable standard of conduct set forth in Section 7237(c) has been met and,if so, the members present at that meeting in person shall authorize indemnification.

(C) Advancement of Expenses. To the fullest extent permitted by law andexcept as otherwise determined by the Board in a specific instance, expenses incurred bya person seeking indemnification under this Section in defending any proceeding coveredby Section 7237 of the California Corporations Code shall be advanced by theAssociation before final disposition of the proceeding, on receipt by the Association of anundertaking by or on behalf of that person that the advance will be repaid unless it isultimately determined that the person is entitled to be indemnified by the Association for

those expenses.

(D) Insurance. The Association shall have the right to purchase and maintaininsurance to the full extent permitted by law on behalf of its officers, directors,employees, and other agents, against any liability asserted against or incurred by anyofficer, director, employee, or agent in such capacity or arising out of the officer's,director's, employee's, or agent's status as such.

ARTICLE IX

BOARD OF DIRECTORS MEETINGS

Section 1: Place of Meetings

Meetings of the Board shall be held at any place that has been designatedby resolution of the Board or in the notice of the meeting, or if not so designated, at theprincipal office of the Association.

Section 2: Meetings by Telephone

Any meeting may be held by telephone conference or similarcommunication equipment, as long as all directors participating in the meeting can hearone another. All such directors shall be deemed to be present in person at such ameeting.

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Section 3: Regular Meetings

Regular meetings of the Board shall be held at least on a quarterly basis atany place within or outside California that has been designated by resolution of the Boardor in the notice of the meeting, or if not so designated, at the principal office of the

Association. Non-members may be excluded at the request of the Board. Members maynot be excluded.

Section 4: Annual Meetings

Immediately after each annual meeting of members, if any, the Board shallhold a regular meeting for purposes of organization, election of officers, and thetransaction of other business. Notice of this meeting is not required.

Section 5: Special Meetings

(A) Authority to Call. Special meetings of the Board for any purpose may becalled at any time by the chairman of the Board, if any, the president or any vice-president, or the secretary or any two directors.

(B) Notice.

(i) Manner of Giving Notice. Notice of the time and place of specialmeetings shall be given to each director by one of the following methods: (a) bypersonal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by

telephone, either directly to the director or to a person at the director's home whowould reasonably be expected to communicate that notice promptly to thedirector; or (d) by email to the director’s designated email address. All suchnotice shall be given or sent to the director's home address or telephone number asshown on the records of the Association.

(ii) Time Requirements. Notices sent by first-class mail shall bedeposited in the United States mails at least four (4) days before the time set forthe meeting. Notices given by personal delivery, telephone, or telegraph shall bedelivered, telephoned, or given to the telegraph company at least 48 hours beforethe time set for the meeting.

(iii) Notice Contents. The notice shall state the time, place and purposeof the meeting.

(iv) Notice to Membership. Notices of all Board meetings shall beposted within the time requirements set forth in this section on the Association’sofficial website and as otherwise designated by the Board.

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Section 6: Quorum

A majority of the authorized number of directors shall constitute a quorumfor the transaction of business, except to adjourn. Every action taken or decision made

by a majority of the directors present at a duly held meeting at which a quorum is presentshall be the act of the Nonprofit Mutual Benefit Corporation Law, including, withoutlimitations, those provisions relating to (a) approval of contracts or transactions betweenthe Association and one or more in which a director or officer has a material financialinterest; (b) creation of and appointments to committees of the Board; and (c)indemnification of directors. A meeting at which a quorum is initially present maycontinue to transact business, despite the withdrawal of directors, if any action taken ordecision made is approved by at least a majority of the required quorum for that meeting.

Section 7: Waiver of Notice

Notice of a meeting need not be given to any director who, either before orafter the meeting, signs a waiver of notice, a written consent to the holding of themeeting, or an approval of the minutes of the meeting. The waiver of notice or consentneed not specify the purpose of the meeting. All such waivers, consents, and approvalsshall be filed with the corporate records or made a part of the minutes of the meetings.Notice of a meeting need not be given to any director who attends the meeting and doesnot protest, before or at the commencement of the meeting, the lack of notice to him orher.

Section 8: Adjournment

A majority of the directors present, whether or not a quorum is present, mayadjourn any meeting to another time and place.

Section 9: Notice of Adjourned Meeting

Notice of the time and place of holding an adjourned meeting need not begiven unless the original meeting is adjourned for more than twenty-four (24) hours. If the original meeting is adjourned for more than twenty-four (24) hours, notice of anyadjournment to another time and place shall be given before the time of the adjournedmeeting, to the directors who were not present at the time of the adjournment.

Section 10: Action Without a Meeting

Any action that the Board is required or permitted to take may be takenwithout a meeting if all members of the Board consent in writing to that action. Suchaction by written consent shall have the same force and effect as any other validly

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approved action of the Board. All such consents shall be filed with the minutes of theproceedings of the Board.

ARTICLE X

COMMITTEES AND SPECIAL APPOINTMENTS

Section 1: Committees of the Board

The Board may create one or more committees, each consisting of two ormore directors or voting members, to serve at the pleasure of the Board. Appointments tocommittees of the Board shall be made by the president subject to a majority vote of thedirectors then in office. The president may appoint one or more members or directors asalternates of any such committee, who may replace any absent member of any meeting.

The president shall serve on an ex-officio basis on all committees. Any such committee,to the extent provided by Board resolution, shall have all the authority of the Board,except that no committee, regardless of Board resolution, may:

(A) take any final action on any matter that, under the California NonprofitMutual Benefit Corporation Law, also requires approval of the members or approval of amajority of all members;

(B) fill vacancies on the Board or on any committee that has the authority of theBoard;

(C) fix compensation of the directors for serving on the Board or on anycommittee;

(D) amend or repeal bylaws or adopt new bylaws;

(E) amend or repeal any Board resolution that by it express terms is not soamendable or repealable;

(F) create any other committees of the Board or appoint the members of committees of the Board;

(G) expend corporate funds to support a nominee for director after more peoplehave been nominated for director than can be elected; or

(H) with respect to any assets held in charitable trust, approve any contract ortransaction between the Association and one or more of its directors or between theAssociation and an entity in which one or more of its directors have a material financial

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interest, subject to the special approval provisions of Section 5233(d)(3) of the CaliforniaCorporations Code.

Section 2: Meetings and Action of Committees

Meetings and actions of committees of the Board shall be governed by,held, and taken in accordance with the provisions of these Bylaws concerning meetingsand other Board actions, except that the time for regular meetings of such committees andthe calling of special meetings of such committees may be determined whether by Boardresolution or, if there is none, by resolution of the committee. Minutes of each meetingof any committee of the Board shall be kept and shall be filed with the corporate records.The Board may adopt rules for the governing of a any committee, provided they areconsistent with these bylaws or, in the absence of rules adopted by the Board, thecommittee may adopt such rules.

Section 3: Grievance Committee

(A) General Powers. The Grievance Committee shall, upon request by amember of the Association, review a grievance that the member may have against anemergency medical services provider, any of its employees, agents or representatives.The review will be conducted for purposes of determining whether the Association willaccept or reject a grievance in whole or in part or advance or decline to advance agrievance to arbitration.

(B) Composition of Committee. The Chief Stewards Council shall serve as the

Grievance Committee.

(C) Procedures.

(i) Reporting. The procedures of the Grievance Committee shall begoverned by these Bylaws and the findings and recommendation adopted by thecommittee shall be final unless an appeal is filed with the Board.

(ii) Testimony. The committee shall review all written documents,memoranda and reports submitted by the member in addition to giving themember, and any persons wishing to speak on his/her behalf, the opportunity tosupport the member’s request.

(iii) Findings. The Grievance Committee shall, within ten (10) days aftertaking the matter under submission, notify the member and the Board of itsfindings and recommendations. The Grievance Committee shall keep minutes of its meetings. The Committee may recommend that the Association accept orreject a grievance in whole or in part or to advance or decline to advance a

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grievance to arbitration and provide justification for the same. The GrievanceCommittee may make other recommendations as it deems appropriate under thecircumstances.

(iv) Appeal to Board. A member may appeal a decision of the Grievance

Committee to the Board. The appeal must be in writing, stating the grounds of theappeal and must be delivered to the president of the Association no later than five(5) days after the Grievance Committee has reviewed the matter and advised themember of its decision.

(v) Processing of Grievance. During the pendency of the review of thegrievance by the Grievance Committee and/or the Board, the Association may, atits discretion, without rendering a decision on the merits of the grievance, processthe grievance without further obligation.

(vi) Conflict. In the event any member of the Grievance Committeedesires to submit a grievance to the Association for review, the interestedGrievance Committee member shall be removed only for that particular matter andthe Chief Stewards Council shall appoint another member of the Chief StewardsCouncil to occupy that seat on the Grievance Committee to hear such requests.

(vii) Powers of the Board. The Board shall, at the directors' next regularor special meeting, review the recommendations and findings of the GrievanceCommittee and adopt or reject in whole or in part the findings of the GrievanceCommittee and issue their decision thereon. The Board may take any other action

it deems appropriate under the circumstances.

Section 4: Special Appointments

The Board shall have the power to appoint special representatives forspecial purposes as limited by the Articles of Incorporation and these Bylaws.

ARTICLE XI

JOB STEWARDS/CHIEF STEWARDS/CHIEF STEWARDS COUNCIL

Section 1: Qualifications and Appointment

The Board shall establish representational districts within each Regionbased on geographical, facility or bargaining units as determined by Board resolution.Each representational district shall have one or more job stewards who shall be selectedby the members of the representational district from among the members in goodstanding in the representational district who express an interest in being a job steward.

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Job stewards shall have the specific duties and responsibilities prescribed by the Board.Members serving as job stewards may not concurrently serve as directors or officers of the Association.

Section 2: Chief Job Stewards and Chief Stewards Council

Each representational district shall select a Chief Job Steward from amongits job stewards to serve a two (2) year term on the Chief Stewards Councils. The Chief Stewards Councils shall be comprised of the Chief Job Stewards from one or moreDistricts as determined by the Board. The Chief Stewards Council shall have the specificduties and responsibilities prescribed by these Bylaws and by the Board. Membersserving on the Chief Stewards Council may not concurrently serve as directors or officersof the Association.

ARTICLE XII

DUES

Section 1: Scale

A scale of membership dues shall be formulated and proposed by the Boardon a budgetary basis, so that sufficient revenue is derived therefrom to defray theexpenses of the Association.

Section 2: Rate

(A) Regular members shall pay monthly dues equal to two (2) times the averagehourly wage for their representative representation unit, plus one dollar ($1.00) for thestrike fund and one dollar ($1.00) for the EMS Defense Fund, but in no event less thantwenty-four dollars ($24.00) per month. The calculation of the average hourly rate shallexclude non-scheduled overtime, differentials, and in lieu of benefit premiums.Associate members shall pay annual dues in the amount of sixty dollars ($60.00).

(B) Notwithstanding paragraph (A) of this Section, Regular members who werepreviously members of representation units for which NEMSA subsequently became therecognized representative, and who paid monthly membership dues to the previouslyrecognized labor organization, shall continue paying monthly membership dues inamounts equal to those paid to the previously recognized labor organization for a periodof one (1) year following membership in NEMSA. Thereafter, such Regular membersshall pay monthly dues as specified in paragraph (A) of this Section or as otherwisedetermined by the membership.

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(C) The Board shall determine the date, method and procedure for payment of membership dues.

Section 3: Initiation Fees

Regular and Associate members shall pay a one-time initiation fee of onehundred dollars ($100). By resolution of the Board, upon a showing of good cause, theinitiation fee may be waived for any employee applying for membership or reinstatementin the Association.

Section 4: Assessments

General or special assessments or levies may be made from time to time inthe manner hereinafter provided.

Section 5: Increase in Fees, Dues and Levying of Assessments

Any increases in membership fees or dues, or the levying of any general orspecial assessment fees, shall be made only by majority vote by secret ballot of themembers in good standing who cast votes at a general or special membership meetingfollowing notice to the membership pursuant to Article 5, Section 4 of these Bylaws.

Section 6: Failure to Pay Fees, Dues or Assessments

The following procedure shall govern and dictate the consequences of any

member’s failure to pay the required fees, dues and/or assessments of the Association.

(A) Should any active member neglect or refuse to pay fees, dues and/orassessments for a period of two (2) consecutive months, the member shall be reported bythe treasurer as delinquent and the president shall declare such member suspended fromall benefits and privileges of this Association. The secretary shall record this action inthe minutes of the Board or membership meeting.

(B) Any active member of this Association who shall neglect or refuse to payfees, dues and/or assessments for a period of ninety (90) days shall be reported by thetreasurer as delinquent and the president shall forthwith order said member's namestricken from the role of active membership. The secretary shall record this action in theminutes of the Board or membership meeting.

(C) Any member who has been suspended or whose name has been strickenfrom the roll of active membership for non-payment of fees, dues, or assessments, maybe reinstated upon his/her written application to the secretary for such reinstatement and

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by paying all back due fines or assessments levied since suspension and/or expulsion,plus a penalty fee if deemed appropriate by the Board.

ARTICLE XIII

ARBITRATION OF DISPUTES

Section 1: Arbitration of Disputes, Claims and/or Controversies.

(A) Members shall submit to final and binding arbitration any dispute betweenthem and the Association involving:

(i) Claims or controversies arising from the explusion, suspension orother sanction imposed on a member under these Bylaws or any allegedviolations of the Association’s disciplinary procedures.

(ii) Claims alleging any violation of these Bylaws owed to any memberby the Board or any officer of the Association.

(B) In all cases an impartial arbitrator will be selected by the parties using analternative striking method from a list of seven (7) arbitrators obtained from theAmerican Arbitration Association. The arbitration shall be conducted in accordance withthe arbitration rules and procedures established by the American Arbitration Associationfor the particular type of dispute.

(C) The arbitrator’s fees and expenses will be paid in full by the Association,except in those cases where an expelled or suspended member submits to arbitration analleged violation of the disciplinary procedures contained in these Bylaws. Suchindividual shall pay half of the arbitrator’s fees and expenses, which amount shall be heldby the Association in an interest-bearing, escrow account until the arbitrator renders adecision. If the arbitrator ultimately rules in favor of the individual, the Association willreimburse such individual with the amount held in escrow, with interest, and pay in fullthe arbitrator’s fees and expenses. If the arbitrator rules in favor of the Association, themonies held in escrow will be used to satisfy in part the arbitrator’s fees and expenses.

ARTICLE XIV

CONDUCT OF MEETINGS

Section 1: Agenda/Order of Business

Each meeting of this Association shall have an agenda comprised substantially asfollows:

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(A) Call to order;(B) Roll call of members and directors;(C) Reading of the minutes of the previous membership and/or Board of

directors meeting;

(D) President’s Report;(E) Report of treasurer;(F) Report of committees;(G) Unfinished business;(H) New business;(I) Adjournment.

Section 2: Parliamentary Procedure

Meetings shall be governed by procedures set forth in the Robert’s Rules of

Order and other procedures as deemed appropriate by the president or chair of anymeeting, as revised from time to time, insofar as such rules are not inconsistent or inconflict these Bylaws, the Articles of Incorporation, or with any provision of law. Allquestions or procedure to determined, and not covered by these Bylaws, shall be decidedand ruled upon by the chairman of the Board, or if none, the president.

ARTICLE XV

RECORDS AND REPORTS

Section 1: Maintenance of Corporate Records

The Association shall keep:

(A) adequate and correct books and records of account;(B) written minutes of the proceedings of its members, Board, and committeesof the Board; and(C) a record of each member's name, address, and class of membership.

Section 2: Members' Inspection Rights

(A) Membership Records. Subject to Sections 8330 et seq. of the CaliforniaCorporations Code, and unless the Association provides a reasonable alternative asprovided below, any member may do either or both of the following for a purposereasonably related to the member's interest as a member.

(i) Inspect and copy the records of members' names, addresses, andvoting rights during usual business hours on five days' prior written demand on the

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Association, which demand must state the purpose for which the inspection rightsare requested; or

(ii) Obtain from the secretary of the Association, on written demand andtender of a reasonable charge, a list of names, addresses, and voting rights of

members who are entitled to vote for the election of directors as of the most recentrecord date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for whichthe list is, requested. The secretary shall make this list available to the member onor before the later of ten (10) days after (1) the demand is received or (2) the datespecified in the demand as the date as of which the list is to be compiled.

(B) Reasonable Alternatives. The Association may, within ten (10) businessdays after receiving a demand under this Section, make a written offer of an alternativemethod of reasonable and timely achievement of the proper purpose specified in the

demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative doesnot meet the proper purpose of the demand.

(C) Denial of Access. If the Association reasonably believes that theinformation will be used for a purpose other than one reasonably related to a person'sinterest as a member, or if it provides a reasonable alternative under this Section, theAssociation may deny the member access to the membership list.

(D) Physical Inspection. Any inspection and copying under this Section may be

made in person or by the member's agent or attorney. The right of inspection includes theright to copy and make extracts. Any right of inspection extends to the records of anysubsidiary of the Association.

(E) Accounting Records and Minutes. On written demand on the Association,any member may inspect, copy, and make extracts of the accounting books and recordsand the minutes of the proceedings of the members, the Board, and committees of theBoard at any reasonable time for a purpose reasonably related to the member's interest asa member. Any such inspection and copying may be made in person or by the member'sagent or attorney. Any right of inspection extends to the records of any subsidiary of theAssociation. All accounting, financial and general business records, documents andinstruments shall be kept at the Association's principal offices.

(F) Maintenance and Inspection of Articles and Bylaws. The Association shallkeep at its principal office, the original or a copy of the Articles of Incorporation andBylaws, as amended to date, which shall be open to inspection by the members at allreasonable times during office hours. The Association shall keep all financial books,records and accounts of the organization for a period of seven years. All written minutes

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of membership and Board meetings along with action by unanimous written consent of the directors shall be kept secure by the organization indefinitely, or until such time as theBoard rules otherwise.

Section 3: Inspection by Directors

Every officer and director shall have the absolute right at any reasonablytime to inspect the Association's books, records, documents of every kind, physicalproperties, and the records of each of its subsidiaries. The inspection may be made inperson or by the officer's or director's agent or attorney. The right of inspection includesthe right to copy and make extracts of documents.

Section 4: Annual Report

(A) Preparation. An annual report shall be prepared within one hundred and

twenty (120) days after the end of the Association's fiscal year. That report shall containthe following information in appropriate detail.

(i) A balance sheet as of the end of the fiscal year, and an incomestatement and statement of changes in financial position for the fiscal year,accompanied by any report on them by independent accountants, or, if there is nosuch report, by the certificate of an authorized officer of the Association that theywere prepared without audit from the books and records of the Association.

(ii) A statement of the place where the names and addresses of current

members are located.

(iii) Any information that is required by Section 5 of this Article.

(B) Notification to Membership. The Association shall notify each memberannually of the member's right to receive a financial report under this Section, except asprovided in subsection 2(C) of this Article, on written request by a member, the Boardshall promptly cause the most recent annual report to be sent to the requesting member.

Section 5: Annual Statement of Certain Transactions and Indemnifications

As part of the annual report to all members, or as a separate document if noannual report is issued, the Association shall annually prepare and make available to eachmember and director a statement of any transaction or indemnification of the followingkinds within one hundred and twenty (120) days after the end of the Association's fiscalyear:

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(A) Interested Transactions. Unless approved by the members under Section7233(a) of the California Corporations Code and subject to the requirements of theLabor-Management Reporting and Disclosure Act, 29 U.S.C. § 401 et seq., anytransaction (1) to which the Association, its parent, or its subsidiary was a party; (2)which involved two thousand dollars ($2,000), or was one of a number of such

transactions with the same person involving, in the aggregate, two thousand dollars($2,000); and (3) in which any director or officer of the Association, its parent, or itssubsidiary had a direct or indirect material financial interest (a mere common directorshipis not a material financial interest).

The statement shall include a brief description of the transaction, the namesof interested persons involved, their relationship to the Association, the nature of theirinterest in the transaction, and, when practicable, the amount of that interest, providedthat, in the case of a partnership in which such person is a partner, only the interest of thepartnership need be stated.

(B) Indemnification and Advances. A brief description of the amounts andcircumstances of any loans, guaranties, indemnifications, or advances aggregating twothousand dollars ($2,000) paid during the fiscal year to any officer or director of theAssociation, unless the loan, guaranty, indemnification, or advance has already beenapproved by the members under Section 5034 of the California Corporations Code, or theloan or guaranty is not subject to the provisions of Section 7235(a) of the CaliforniaCorporations Code or is otherwise exempt from disclosure pursuant to the Labor-Management Reporting and Disclosure Act, 29 U.S.C. § 401 et seq.

ARTICLE XVI

CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall governthe construction of these Bylaws. Without limiting the generality of the precedingsentence, the masculine gender includes the feminine and neuter, the singular includesthe plural, the plural includes the singular, and the term "person" includes both a legalentity and a natural person.

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ARTICLE XVII

AMENDMENTS

Section 1: Amendment by Board

(A) Membership Rights Limitation. Subject to the rights of voting membersunder subsection (D) of this Section and Section 2 of this Article, the Board may adopt,amend, or repeal bylaws unless the action would materially and adversely affect themembers' rights as to voting, dissolution, redemption, or transfer.

(B) Changes to Number of Directors. Once members have been admitted to theAssociation, the Board may not, without the approval of the voting members, specify or

change any Bylaw provision that would:

(i) fix or change the authorized number of Board members;

(ii) fix or change the minimum or maximum number of Board members;or

(iii) change from a fixed number of Board members to a variable numberof Board members or vice versa.

(C) High Vote Requirement. If any provision of these Bylaws requires the voteof a larger proportion of the Board than is otherwise required by law, that provision maynot be altered, amended, or repealed except by that greater vote.

(D) Members' Approval Required. Without the approval of the voting members,the Board may not adopt, amend, or repeal any Bylaws that would:

(i) increase or extend the terms of officers or directors;

(ii) increase the quorum for members' meetings;

(iii) repeal, restrict, create, expand, or otherwise change proxy rights; or

(iv) authorize cumulative voting.

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Section 2: Amendment by Members

(A) New Bylaws. New Bylaws may be adopted, or these Bylaws may beamended or repealed by approval of the voting members.

(B) High Vote Requirement. Any provision of these Bylaws that requires thevote of a larger proportion of the members than otherwise is required by law may not bealtered, amended, or repealed except by vote of that greater number. No amendment mayextend an officer's or director's term beyond that for which the officer or director waselected.

(C) Designation of Officers and Directors. Any provision of these Bylawsproviding for the designation or selection, rather than election, of any officer or directormay be adopted, amended, or repealed only by approval of the members, subject to theconsent of the person or persons entitled to designate or select any such officers or

directors.

(D) Procedure for Amendment by Members.

(i) These Bylaws may be altered or amended by members of theAssociation only by application submitted in writing, signed by at least tenpercent (10%) of the total voting membership offering the proposedchange, and must be first submitted to the Board for their approval. If approved by a majority of the Board, such changes will be submitted to avote of the entire voting membership of the Association. A majority of the

total members’ votes cast is needed to pass such amendment. Thirty (30)days notice by posting said amendment in the place where the agenda isposted must be given to the membership of such proposed change prior tothe vote.

(ii) Any suggested changes or amendments to these Bylaws presented tothe Board and rejected by them, may be re-submitted by a petition signedby not less than twenty percent (20%) of the total voting membership, andshall thereupon be submitted to a vote of the entire voting membership. Amajority of the total members’ votes cast is needed to pass suchamendments.

Section 3: Suspension

A Bylaw of this Association may be suspended, in case of an emergency,by a majority of total members’ votes cast at a membership meeting, provided a quorumis present, but only for a single meeting.

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ARTICLE XVIII

DISSOLUTION

Upon the dissolution of this Association, any unexpended and uncommitted

funds of the treasury of this Association shall be donated to a charitable organizationdesignated as such under the provisions of the Internal Revenue Code as chosen by theBoard at its final meeting.

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Documents

Nemsa 2007 Bylaw