Proposed Revision of the Bylaws

Article I.Commission Purpose, Function and Bylaws#

Section 1. Purpose#

Pursuant to the terms of the Recognition of Emergency Medical Services (EMS) Personnel Licensure Interstate Compact (the “Compact”), The Interstate Commission for EMS Personnel Practice (the “Commission”) is established as a body politic and an instrumentality of the compact states to fulfill the objectives of the Compact through a means of joint cooperative action among the Member States: to develop a comprehensive process that complements the existing licensing and regulatory authority of the State EMS Authority and extends to EMS personnel a Privilege to Practice across state boundaries in Member States, thereby providing immediate legal recognition to EMS personnel and ensuring the safety of patients.

Begin inserted paragraph. A. Governmental Status. The Commission is a governmental entity and instrumentality of its Member States, established under the authority of the Compact Clause of the United States Constitution (Article I, Section 10, Clause 3), and exercising delegated sovereign authority pursuant to state statutes enacted under the Compact. End inserted paragraph.

Section 2. Functions.#

In pursuit of the fundamental objectives set forth in the CompactBegin inserted text. legislative mandate End inserted text., the Commission shall, as necessary or required, exercise all of the powers and fulfill all of the duties as provided by the Compact. The Commission’s activities shall include, but are not limited to, the following: the promulgation of binding rules and operating procedures; equitable distribution of the costs, benefits and obligations of the Compact among the Member States; enforcement of Commission Rules, Operating Procedures and Bylaws; provision of dispute resolution; sharing of licensure history of Member State EMS personnel and coordination of significant investigatory information; and the collection and dissemination of information concerning the activities of the Compact, as provided by the Compact, or as determined by the Commission to be warranted by, and consistent with, the objectives and provisions of the Compact. The provisions of the Compact shall be reasonably and liberally construed to accomplish the purposes and policies of the Compact.

Section 3. Bylaws.#

Begin deleted paragraph. As required by the Compact, these Bylaws shall govern the management and operations of the Commission. As adopted and subsequently amended, these Bylaws shall remain at all times subject to, and limited by, the terms of the Compact. End deleted paragraph.

Begin inserted paragraph. These Bylaws govern the Commission’s management and operations subject to, and limited by, the Recognition of EMS Personnel Licensure Interstate Compact (“REPLICA” or the “Compact”) legislation and the Commission’s Administrative Rules. Sections 10 through 12 of the Compact and duly adopted Administrative Rules of the Commission control in any conflict. The Bylaws are the Commission’s operating governance framework and shall be interpreted consistently with those authorities. End inserted paragraph.

Begin inserted paragraph. Section 4. Definitions and Incorporation by Reference End inserted paragraph.#

Begin inserted paragraph. A. Primary Sources. For purposes of these Bylaws, all terms used herein have the meanings assigned to them in REPLICA (the Compact) and in the Commission’s Administrative Rules. To the extent a term is defined in both sources, the meaning shall be harmonized and applied consistently with the interpretive hierarchy stated in Article I, Section 3. End inserted paragraph.

Begin inserted paragraph. B. Incorporation by Reference. The Compact and Administrative Rules are incorporated by reference into these Bylaws. Amendments to the Compact or Administrative Rules automatically update the incorporated definitions and procedures without further bylaw amendment, except where these Bylaws impose additional, non-conflicting requirements. End inserted paragraph.

Article II.Begin deleted text. Membership End deleted text.Begin inserted text. Commission Composition End inserted text.#

The CommissionBegin deleted text. Membership End deleted text. shall be comprised Begin deleted text. as provided by End deleted text.Begin inserted text. of delegates appointed by the Governor or the Governor’s designee, in accordance with Section 10.B of End inserted text. the Compact. Each Member State shall have and be limited to one appointed voting Begin deleted text. representative End deleted text.Begin inserted text. delegate End inserted text.. The appointees shall be the Commissioners of the Member States. Each Member State shall forward the names of its Commissioners to the Commission chairperson. The Commission chairperson or their designee shall promptly advise the State EMS Authority of the Member State of the need to appoint a new Commissioner whenever a vacancy occurs.

Begin inserted paragraph. Section 1. Vacancies End inserted paragraph.#

Begin inserted paragraph. Member States should consider immediately appointing a Commissioner to fill any vacancy and, in any event, shall use their best efforts to fill any Commissioner vacancy within thirty (30) calendar days of the vacancy occurring. End inserted paragraph.

Begin inserted paragraph. Section 2. Member State Delegate Status End inserted paragraph.#

Begin inserted paragraph. Member States are to establish procedures for addressing Commissioner appointments when a Commissioner is no longer the responsible official of the state EMS authority for licensing EMS personnel. End inserted paragraph.

Begin inserted paragraph. A. When the Executive Director becomes aware of such a change that has not otherwise been communicated to the Commission, the Executive Director shall first seek to resolve the matter by contacting the Commissioner and the state EMS authority responsible for licensing EMS personnel to confirm the Commissioner’s continued appointment or to obtain appointment of a replacement. End inserted paragraph.

Begin inserted paragraph. B. If the gap remains unresolved, the Executive Committee may direct the Executive Director to notify the original appointing authority and/or relevant state authorities to request confirmation of the Commissioner’s continued appointment or appointment of a replacement within thirty (30) calendar days. End inserted paragraph.

Article III.Officers#

Section 1. Election and Succession.#

The officers of the Commission shall include a chairperson, vice chairperson, secretary, and treasurer. The officers shall be duly appointed Commissioners. Begin deleted text. Officers End deleted text.Begin inserted text. The Commission End inserted text. shall Begin deleted text. be elected by the Commission End deleted text.Begin inserted text. elect officers End inserted text. at the full Commission meeting held in the last quarter of each year or any special meeting as provided by the bylaws. The chairperson and treasurer shall be elected in evenBegin deleted text. End deleted text.Begin inserted text. - End inserted text.numbered calendar yearsBegin inserted text. , End inserted text. and the vice-chairperson and secretary shall be elected in oddBegin deleted text. End deleted text.Begin inserted text. - End inserted text.numbered calendar years. All terms shall be two years. Officers shall take office immediately following the close of the meeting at which they are elected. No commissioner shall serve more than two (2) full consecutive terms in a single elected office. Fulfilling an incomplete term is not considered part of the term limit. Begin deleted text. At the end of their term, officers are eligible for re-election. End deleted text.The elected officers shall serve without compensation or remuneration, except as provided by the Compact.

Begin inserted paragraph. A. Officer Nomination Process. The following process shall govern nominations to elected positions on the Executive Committee. This process is intended to ensure the Commission is fully informed when electing officers and does not operate to disqualify any Commissioner from nomination or election. End inserted paragraph.

Begin inserted paragraph. (1) The Nominating Committee shall solicit self-nominations from interested Commissioners for any open Executive Committee position. End inserted paragraph.

Begin inserted paragraph. (2) Each interested Commissioner shall submit a written application in the form prescribed by the Commission. The application shall include, at a minimum, the nominee’s name, Member State, the position(s) sought, and a written statement of commitment and qualifications. End inserted paragraph.

Begin inserted paragraph. (3) To support an informed election, the Executive Director shall prepare and present to the Commission, no less than seven (7) days in advance of the vote, a report on each nominee. The report is informational only and shall not disqualify any nominee. At a minimum, the report shall set forth: (i) the compliance status of the nominee’s Member State with the requirements of the Compact, these Bylaws, and the Administrative Rules; and (ii) the nominee’s engagement, including attendance at all mandatory meetings over the preceding forty-eight (48) months. For purposes of this Section, “mandatory meetings” means all duly noticed full Commission meetings, and, for any period during which the nominee served on the Executive Committee, all duly noticed Executive Committee meetings during that period. End inserted paragraph.

Section 2. Removal of Officers.#

Begin deleted paragraph. Any officer may be removed from office by a majority vote of the Commission. End deleted paragraph.

Begin inserted paragraph. A. Removal from Executive Committee. An officer or member of the Executive Committee may be removed for cause. Proceedings for removal may be initiated by End inserted paragraph.

Begin inserted paragraph. (1) a majority vote of the Executive Committee, or End inserted paragraph.

Begin inserted paragraph. (2) a motion made by any Commissioner at a duly convened meeting of the Commission and adopted by majority vote of the Commissioners present. End inserted paragraph.

Begin inserted paragraph. Upon initiation, the officer or member may be provided written notice of the grounds for removal or the opportunity to respond. End inserted paragraph.

Begin inserted paragraph. Removal shall require a two-thirds vote of the Commission. Causes may include, but are not limited to, failure to perform duties, violation of Commission rules or bylaws, conviction of a felony, or conduct that brings discredit upon the Commission. End inserted paragraph.

Begin inserted paragraph. B. Loss of Commissioner Status. Should an officer cease to be a Commissioner from their Member State, they shall immediately forfeit their officer position, creating a vacancy to be filled pursuant to Section 5 of this Article. Non-officer Executive Committee member forfeitures due to loss of Commissioner status are governed by Article VII, Section 1. End inserted paragraph.

Section 3. Duties#

The officers shall perform all duties of their respective offices as provided by the Compact and these Bylaws. Such duties shall include, but are not limited to, the following:

Begin inserted text. A. End inserted text.Chairperson. The chairperson shall call and preside at all meetings of the Commission andBegin inserted text. , End inserted text. in conjunction with the Executive CommitteeBegin deleted text. , the chairperson shall End deleted text.Begin inserted text. and Executive Director, End inserted text. prepare agendas for such meetings. The chairperson shall make appointments to all committees of the Commission, and, in accordance with the Commission’s directions, or subject to ratification by the Commission, shall act on the Commission’s behalf during the interims between Commission meetings as delegated by the Commission.

Begin inserted text. B. End inserted text.Vice Chairperson. The vice chairperson shall, in the absence or at the direction of the chairperson, perform any or all of the duties of the chairperson. In the event of a vacancy in the office of chairperson, the vice chairperson shall serve as acting chairperson until Begin inserted text. the Commission elects End inserted text.a new chairpersonBegin deleted text. is elected by the Commission End deleted text..

Begin inserted text. C. End inserted text.Secretary. The secretary shall keep minutes of all Commission meetings and shall act as the custodian of all documents and records pertaining to the status of the Compact and the business of the Commission.

Begin inserted text. D. End inserted text.Treasurer. The treasurer shall act as custodian of all Commission funds and shall be responsible for monitoring the administration of all fiscal policies and procedures set forth in the Compact or adopted by the Commission. Pursuant to the Compact, the treasurer shall execute such bond as may be required by the Commission covering all officers, Commissioners and Commission personnel, as determined by the Commission, who may be responsible for the receipt, disbursement, or management of Commission funds.

Section 4. Costs and Expense Reimbursement.#

Subject to the availability of budgeted funds, the officers shall be reimbursed for any actual and necessary costs and expenses incurred by the officers in the performance of their duties and responsibilities as officers of the Commission.

Section 5. Begin inserted text. Officer End inserted text.Vacancies#

Upon the resignation, removal, or death of an officer of the Commission before the next annual meeting of the Commission, a majority of the Executive Committee shall appoint a successor to hold office either (1) for the unexpired portion of the term of the officer whose position shall so become vacant if there is under a year left in the term or (2) until the next regular or special meeting of the Commission at which the vacancy is filled by majority vote of the Commission should greater than a year remain on the original term with said election being for the unexpired portion of the term of the vacant position.

Begin inserted paragraph. A. Simultaneous Vacancies. In the event of simultaneous vacancies in multiple officer positions, the Executive Committee shall fill vacancies in the following order of priority: (1) Chairperson, (2) Treasurer, (3) Vice Chairperson, (4) Secretary. If the Executive Committee lacks a quorum to fill officer vacancies, the Commission shall be convened in special session within fifteen (15) days to elect replacement officers. End inserted paragraph.

Begin inserted paragraph. Note: Vacancies in Executive Committee positions (Commissioner-At-Large and Immediate Past Chairperson) are addressed in Article VII, Section 1. End inserted paragraph.

Section 6. Resignation#

An officer may resign at any time by filing a written resignation with the chairpersonBegin inserted text. or, if the chairperson position is vacant, with the vice chairperson or secretary End inserted text..

Article IV.Commission Offices and Personnel#

Section 1. Commission Staff and Offices.#

Contractual arrangements may be made with a professional management firmBegin inserted text. or individual End inserted text. to act or serve as an authorized agent on behalf of the Commission. The Begin inserted text. Commission must approve the End inserted text.management firm Begin deleted text. must be approved by the Commission and serves End deleted text.Begin inserted text. and such firm shall serve End inserted text. under a contract that is legal and binding under law. The Commission may contract for administrative and management functions and tasks that further the purposes and objectives of the Compact but that do not replace the powers of the Commission as delineated by these bylaws. The management firm designates one professional employee as executive director. The executive director Begin deleted text. an ex-officio End deleted text.Begin inserted text. serves as the Commission’s chief administrative officer and attends all Commission meetings to present reports and provide administrative support. The executive director is a designee of the Commission and is not a End inserted text. member of the CommissionBegin deleted text. without End deleted text.Begin inserted text. . The executive director has no End inserted text. voting rights.

A. Operations: The Executive Committee oversees management firm operations and, from time to time, receives reports on the administration of the organization.

B. Obligation: The management firm must be bonded if the person or firm performs any fiduciary or financial functions on behalf of the Commission.

C. Meeting Attendance: The executive director is required to attend the Commission meetings and present reports of activities carried out on behalf of the Commission.

Begin inserted paragraph. D. Executive Director Role. The Executive Director serves at the pleasure of the Commission, subject to any contract between the parties, as chief administrative officer and is accountable to the Executive Committee. The Executive Director shall: recommend policies and program initiatives; prepare draft annual budgets and monitor expenditures; execute contracts and receive service of process as authorized; manage offices, staff, and contractors; prepare required reports and notices; coordinate with legal counsel; and assist officers and standing committees. The Executive Committee will conduct an annual performance evaluation and may establish reasonable signing and procurement thresholds. The Executive Director shall not obligate the Commission beyond the approved budget or specific authorization. End inserted paragraph.

Begin inserted paragraph. Section 2. Personnel Policies and Programs End inserted paragraph.#

Begin inserted paragraph. Pursuant to §10.C.5 of the Compact, the Bylaws shall exclusively govern the personnel policies and programs of the Commission, notwithstanding any civil service or other similar laws of any Member State. The Commission, acting through the Executive Committee, shall be responsible for hiring, supervising, evaluating, and, when appropriate, terminating the Executive Director, pursuant to law and/or any contract in place between the parties. Commission staff and contractors are engaged through the management firm under contract with the Commission. The Executive Committee shall establish and maintain written personnel policies addressing, at a minimum: classification of personnel (employees, contractors, and management-firm-supplied personnel); compensation, benefits, and reasonable signing and procurement thresholds; performance evaluation procedures; standards of conduct consistent with the Code of Ethics established under Article IX; equal employment opportunity and non-discrimination; whistleblower protections consistent with Article IX; grievance and dispute resolution procedures; and confidentiality of personnel records. The Executive Director shall implement and administer these policies subject to oversight by the Executive Committee. End inserted paragraph.

Article V.Qualified Immunity, Defense and Indemnification#

Begin inserted text. Section 1. End inserted text.The members, officersBegin deleted text. and authorized agents such as an End deleted text.Begin inserted text. , End inserted text. executive director, Begin deleted text. other personnel acting on behalf End deleted text.Begin inserted text. employees and representatives End inserted text. of the Commission shall be immune from suit and liability, either personally or in their official capacity, for any claim for damage to or loss of property or personal injury or other civil liability caused by or arising out of any actual or alleged act, error or omission that occurred, or that the person against whom the claim is made had a reasonable basis for believing occurred within the scope of Commission employment, duties or responsibilities; provided that nothing in this paragraph shall be construed to protect any such person from suit and/or liability for any damage, loss, injury, or liability caused by the intentional or willful or wanton misconduct of that person.

Begin inserted text. Section 2. End inserted text. The Commission shall defend any member, officerBegin deleted text. and other authorized agent End deleted text.Begin inserted text. , executive director, employee or representative End inserted text. of the Commission in any civil action seeking to impose liability arising out of any actual or alleged act, error, or omission that occurred within the scope of Commission employment, duties, or responsibilities, or that the person against whom the claim is made had a reasonable basis for believing occurred within the scope of Commission employment, duties, or responsibilities; provided that nothing herein shall be construed to prohibit that person from retaining his or her own counsel; and provided further, that the actual or alleged act, error, or omission did not result from that person’s intentional or willful or wanton misconduct.

Begin inserted text. Section 3. End inserted text.The Commission shall indemnify and hold harmless any member, officerBegin deleted text. and other authorized agent End deleted text.Begin inserted text. , executive director, employee or representative End inserted text. of the Commission for the amount of any settlement or judgment obtained against that person arising out of any actual or alleged act, error or omission that occurred within the scope of Commission employment, duties, or responsibilities, or that such person had a reasonable basis for believing occurred within the scope of Commission employment, duties, or responsibilities, provided that the actual or alleged act, error, or omission did not result from the intentional or willful or wanton misconduct of that person.

Article VI.Meetings of the Commission#

Section 1. Meetings and Notice.#

The Commission shall meet at least once each calendar year at a time and place to be determined by the Commission. Commissioners may participate in meetings by telephone or other Begin deleted text. means of End deleted text.virtual Begin deleted text. participation End deleted text.Begin inserted text. means End inserted text.. Additional meetings may be scheduled at the discretion of the chairperson and must be called upon the request of a majority of Commissioners, as provided by the Compact. All Commissioners shall be given written notice of Begin inserted text. regular End inserted text.Commission meetings at least thirty (30) days prior Begin deleted text. rules will be considered and voted on by End deleted text.Begin inserted text. to End inserted text. the Begin deleted text. Commission End deleted text.Begin inserted text. scheduled date End inserted text.. Final agendasBegin inserted text. for regular Commission meetings End inserted text. shall be provided to all Commissioners no later than ten (10) days prior to Begin deleted text. any End deleted text.Begin inserted text. each Commission End inserted text. meetingBegin deleted text. of the Commission End deleted text.. Thereafter, additional agenda items requiring Commission actionBegin inserted text. at regular Commission meetings End inserted text. may not be added to the final agenda. Discussion items not requiring action may be added to the agenda at any time upon a majority vote of the Commissioners. All Commission meetings shall be open to the public except as set forth in the Compact Section 10, B, 5. Public notice will be made to announce the meeting at least 30 days Begin deleted text. prior to End deleted text.Begin inserted text. before End inserted text. any meeting. Begin deleted text. A meeting End deleted text.Begin inserted text. Electronic meetings shall verify quorum via roll call at the outset. Votes on actionable items shall be recorded such that each Commissioner’s vote is captured in the minutes, whether by roll call, electronic ballot, voice vote, vote by acclamation, or other method that produces a recorded vote, unless otherwise provided by law or rule. The Commission End inserted text. may enter closedBegin inserted text. , non-public End inserted text. session Begin deleted text. if End deleted text.Begin inserted text. to discuss matters enumerated in §10.B.5 of the Compact; legal counsel shall certify the basis for closure and End inserted text. the Commission Begin deleted text. determines by a majority vote of the Commissioners present that there exists at least one of the conditions for closing a meeting, as provided by the Compact or authorized Rules End deleted text.Begin inserted text. shall maintain sealed minutes as required by statute End inserted text..

Begin inserted paragraph. A. Special Meetings. Special meetings may be called with at least twenty-four (24) hours’ notice to Commissioners and simultaneous public notice, provided the chairperson or acting chairperson determines that circumstances require expedited action to meet an imminent threat to public health, safety, or welfare; prevent loss of funds; secure funding; meet a federal deadline; or protect public health and safety, or to discuss any of the matters for which a meeting may be closed under § 10.B.5 of the Compact. Public notice is not required for closed special Commission meetings. End inserted paragraph.

Section 2. Quorum.#

A majority of Commissioners shall constitute a quorum for the transaction of business, except as otherwise required in these bylaws. Begin deleted text. The presence of a End deleted text.Begin inserted text. A End inserted text. quorum must be established before any vote of the Commission can be taken.Begin inserted text. For purposes of calculating quorum, vacant Commissioner seats shall not be counted; a quorum is a majority of seated Commissioners. End inserted text.

Section 3. Voting.#

Each Commissioner is entitled to one vote. A Commissioner shall vote on such member’s own behalf and shall not delegate such vote to another Commissioner. Except as otherwise required by the Compact or these Bylaws, any question submitted to a vote of the Commission shall be determined by a simple majorityBegin inserted text. of the Commissioners present and voting, provided a quorum is present End inserted text..

Section 4. Procedure.#

Begin deleted paragraph. Matters of parliamentary procedure not covered by these bylaws shall be determined by the chairperson. End deleted paragraph.

Begin inserted paragraph. All questions of parliamentary procedure or practice for the conduct of all meetings of the Compact Commission or of any committee, shall be guided by the latest edition of Robert’s Rules of Order, except as otherwise specifically provided by law, by Commission rule, or by these Bylaws. End inserted paragraph.

Section 5. Public Participation in Meetings.#

With the exception as written under Section 12 of the Compact, upon prior written request to the Commission, any person who desires to present a statement on a matter that is on the agenda shall be afforded an opportunity to present an oral statement to the Commission at a time designated on the meeting’s agenda.

Commission meetings will have a designated time for public comment on items not on the agenda. The chairperson may limit the time and manner of any such statements.

The chairperson may, depending on the circumstances, afford any person who desires to present a statement on a matter that is on the agenda an opportunity to be heard absent a prior written request to the Commission. The chairperson may limit the time and manner of any such statements at any open meeting and at the beginning of the meeting.

Article VII.Committees#

Section 1. Executive Committee.#

Begin inserted paragraph. The Commission establishes an Executive Committee which shall be empowered to act on behalf of the Commission during the interim between Commission meetings, except for the following reserved powers: End inserted paragraph.

Begin inserted paragraph. (1) promulgation, amendment, or repeal of rules; and End inserted paragraph.

Begin inserted paragraph. (2) amendment of the Compact or these bylaws. End inserted paragraph.

Begin inserted paragraph. Emergency actions taken by the Executive Committee requiring full Commission approval shall be presented to the Commission for ratification within ninety (90) days of the action. If the Commission does not ratify the emergency action, the action shall have prospective effect only from the date of Commission rejection; actions taken in good faith reliance on the Executive Committee’s decision during the interim period shall remain valid. End inserted paragraph.

Begin deleted text. The Commission may establish an Executive Committee which shall be empowered to act on behalf of the Commission during the interim between Commission meetings, except for rulemaking or amendment of the Compact or these bylaws End deleted text.Begin inserted text. A. Composition End inserted text.. The Executive Committee shall be composed of all officers of the Commission, the immediate past chairpersonBegin inserted text. , End inserted text. and one member At-Large. A Commissioner-At-Large will be elected by the membership of the Commission as a whole to an initial two-Begin deleted text. End deleted text.year term. The At-Large position will be elected concurrent with the chairperson and Treasurer.Begin inserted text. The Commissioner-At-Large may serve a maximum of two (2) consecutive full terms in that position. Fulfilling an incomplete term is not considered part of the term limit. End inserted text.

Begin inserted paragraph. B. Immediate Past Chairperson Status. The immediate past chairperson shall be a voting member of the Executive Committee, provided they continue to serve as their Member State’s appointed Commissioner. The position is intended to provide institutional knowledge and continuity. Should the immediate past chairperson cease to serve as a Commissioner, the position shall be deemed vacant and filled as provided in this Section. End inserted paragraph.

Begin inserted paragraph. C. Vacancy (Immediate Past Chairperson). If the immediate past chairperson position is vacant, one Additional Commissioner-At-Large shall be elected by majority vote of the Commission to serve until a qualified immediate past chairperson becomes available and willing to serve, at which time the term of the Additional At-Large member shall terminate immediately and the immediate past chairperson shall assume the position. End inserted paragraph.

Begin inserted paragraph. D. Vacancy (Commissioner-At-Large). Should the Commissioner-At-Large position become vacant through resignation, removal, or loss of Commissioner status, the Executive Committee shall appoint a replacement by majority vote to serve the remainder of the unexpired term. End inserted paragraph.

Begin inserted paragraph. E. Loss of Commissioner Status. Should any voting member of the Executive Committee cease to be a Commissioner from their Member State, they shall immediately forfeit their position on the Executive Committee, and the vacancy shall be filled as provided in this Section. End inserted paragraph.

Begin inserted paragraph. F. Quorum. Three (3) voting members of the Executive Committee shall constitute a quorum for the transaction of business. End inserted paragraph.

Begin deleted text. The immediate past chairperson is a non-voting member of the Executive Committee. End deleted text.The procedures, duties, budget, and tenure of Begin deleted text. such an End deleted text.Begin inserted text. the End inserted text. Executive Committee shall be determined by the Commission. The power of Begin deleted text. such an End deleted text.Begin inserted text. the End inserted text. Executive Committee to act on behalf of the Commission shall be subject to any limitations imposed by the Compact. Public notice of all Begin inserted text. regular End inserted text.Executive Committee meetings must be made at least three (3) days prior to the meeting dateBegin inserted text. , End inserted text. and the meeting agendaBegin inserted text. for regular Executive Committee meetings End inserted text. must be made public 24 hours prior to the meeting date.Begin inserted text. Notice to all Commissioners of regular Executive Committee meetings shall be provided at least five (5) days prior to Executive Committee meetings. The Executive Committee may meet in special closed meetings to discuss any matter set forth in § 10.B.5 of the Compact upon 24 hours’ advance notice to the Executive Committee members. Public notice is not required for special closed Executive Committee meetings. Special meetings of the Executive Committee that are not closed shall require 24 hours’ advance notice to the public and the members of the Executive Committee. End inserted text.

Section 2. Committees.#

Begin inserted paragraph. The chairperson appoints committee members and chairs (except where otherwise specified). Each committee shall establish operating procedures including quorum requirements, keep minutes, and report actions and recommendations to the Commission. Committees may meet electronically. End inserted paragraph.

Begin inserted paragraph. A. Standing Committees. The Commission establishes the following standing committees: End inserted paragraph.

Begin inserted paragraph. (1) Rules/Bylaws Committee; End inserted paragraph.

Begin inserted paragraph. (2) Finance/Audit Committee (chaired by the Treasurer); End inserted paragraph.

Begin inserted paragraph. (3) Compliance/Investigations Committee; and End inserted paragraph.

Begin inserted paragraph. (4) Elections/Nominating Committee. End inserted paragraph.

Begin deleted text. The Commission End deleted text.Begin inserted text. B. Additional Committees. The chairperson End inserted text. may establish such Begin deleted text. Committees as it End deleted text.Begin inserted text. additional ad hoc or advisory committees as the chairperson End inserted text. deems necessary to advise Begin deleted text. it concerning the fulfillment of End deleted text.Begin inserted text. the Commission and fulfill End inserted text. its Begin deleted text. objectives, which may include but not be limited to a Budget-Finance Committee, Technology Committee, Bylaws and Rules Committee and Communications and Education and Training Committee End deleted text.Begin inserted text. obligations End inserted text.. The composition, procedures, duties, budgetBegin inserted text. , End inserted text. and tenure of such committees shall be determined by the Begin deleted text. Commission End deleted text.Begin inserted text. chairperson End inserted text.. The Commission may dissolve any committee it determines is no longer needed.

Article VIII.Finance#

Section 1. Fiscal Year.#

The Commission’s fiscal year shall begin on July 1 and end on June 30.

Section 2. Budget.#

The Commission shall operate on an annual budget cycle and shall, in any given year, adopt budgets for the following fiscal year or years as provided by the Compact.

Section 3. Accounting and Audit.#

The Commission will arrange for an independent audit or financial review at least once a year or as required by the Compact. The results of the audit or financial review are presented as part of the Treasurer's report during the annual meeting of the Commission.

The Commission’s internal accounts, any documents related to any internal audit, and any documents related to the independent audit shall be confidential; provided, that such materials shall be made available:

Begin deleted text. i) End deleted text.Begin inserted text. (1) End inserted text.in compliance with the order of any court of competent jurisdiction;

Begin deleted text. ii) End deleted text.Begin inserted text. (2) End inserted text.pursuant to such reasonable rules as the Commission shall promulgate; and

Begin deleted text. iii) End deleted text.Begin inserted text. (3) End inserted text.to any Commissioner of a Member State, or their duly authorized representatives.

Begin inserted paragraph. Section 4. Annual Report End inserted paragraph.#

Begin inserted paragraph. The Commission shall prepare and publish an annual report for each fiscal year. Consistent with §10.E.5 of the Compact, the annual report shall include the results of the independent audit or financial review. The annual report shall also include a summary of Commission activities, financial position, rulemaking actions taken or pending, Member State compliance status, and such other information as the Commission determines appropriate. The annual report shall be filed with the State EMS Authority of each Member State and published on the Commission’s website within ninety (90) days following the close of the fiscal year. End inserted paragraph.

Section Begin deleted text. 4 End deleted text.Begin inserted text. 5 End inserted text.. Debt Limitations.#

The Commission shall monitor its own and its committees’ affairs for compliance with all provisions of the Compact, its rules, and these bylaws governing the incursion of debt and the pledging of credit.Begin inserted text. Pursuant to §10.E.4 of the Compact, the Commission shall not incur obligations of any kind prior to securing the funds adequate to meet the same; nor shall the Commission pledge the credit of any of the Member States, except by and with the authority of the Member State. End inserted text.

Section Begin deleted text. 5 End deleted text.Begin inserted text. 6 End inserted text.. Travel Reimbursements.#

Subject to the availability of budgeted funds and unless otherwise provided by the Commission, Commissioners shall be reimbursed for any actual and necessary expenses incurred pursuant to their attendance at all duly convened meetings of the Commission or its committees as provided by the Compact.

Begin inserted paragraph. Article IX.Ethics and Conflict of Interest End inserted paragraph.#

Begin inserted paragraph. Section 1. Code of Ethics. Pursuant to §10.C.6 of the Compact, the Commission adopts a Code of Ethics applicable to Commissioners, officers, staff, and contractors. The Code addresses conflicts of interest, confidentiality, use of position for private gain, compliance with law, and expected standards of conduct. Annual conflict-of-interest disclosures and recusals are required as directed by Commission policy. Violations may result in censure, removal from office, or other discipline by majority vote after notice and an opportunity to be heard. End inserted paragraph.

Begin inserted paragraph. Section 2. Whistleblower and Complaint Protections. The Commission shall maintain confidential channels for reporting alleged violations of law, rule, these Bylaws, or the Code of Ethics. Retaliation against any person who, in good faith, reports or participates in an inquiry is prohibited. Procedures for intake, review, and resolution shall be published in the Commission’s Administrative Rules or policy manual. End inserted paragraph.

Begin inserted paragraph. Article X.Records, Transparency, and Data Access End inserted paragraph.#

Begin inserted paragraph. Commission records and data shall be managed in accordance with §11 of the Compact and Commission Rules governing data disclosure, inspection, exempt records, protection of personally identifiable information, security, and the generation of public reports that exclude PII and other sensitive or exempt information. The Commission shall maintain records in accordance with applicable federal and state laws and shall provide reasonable public access to non-exempt records as required by law. End inserted paragraph.

Article Begin deleted text. IX End deleted text.Begin inserted text. XI. End inserted text.Withdrawal, Default and Termination#

Member States may withdraw from the Compact only as provided byBegin inserted text. §14.C of End inserted text. the Compact. The Commission may terminate a Member State as provided by Begin inserted text. §13.B of End inserted text.the Compact.

Article Begin deleted text. X End deleted text.Begin inserted text. XII. End inserted text.Adoption and Amendment of Bylaws#

Any bylaw may be adopted, amended or repealed by a majority vote of Commissioners, provided that written notice and the full text of the proposed action is provided to all Commissioners at least thirty (30) days prior to the meeting at which the action is to be considered. Failing the required notice, a two-third (2/3rds) majority vote of Commissioners shall be required for such action.Begin inserted text. Pursuant to §10.C.8 of the Compact, upon adoption or amendment of these Bylaws, the Executive Director shall, within thirty (30) days, (i) publish the Bylaws on the Commission’s website and (ii) file a copy of the Bylaws and any amendments with the State EMS Authority or other appropriate agency or officer of each Member State. End inserted text.

Article Begin deleted text. XI End deleted text.Begin inserted text. XIII. End inserted text.Dissolution of the Compact#

Begin deleted paragraph. The Compact shall dissolve effective upon the date of the withdrawal or the termination by default of a Member State which reduces Membership in the Compact to one Member State as provided by the Compact. End deleted paragraph.

Begin inserted paragraph. Section 1. The Compact shall dissolve upon the earlier of: (a) the date on which membership in the Compact is reduced to fewer than two (2) Member States; or (b) the unanimous affirmative vote of all Commissioners then serving to dissolve the Compact, taken at a duly noticed meeting at which dissolution is identified as an action item on the agenda, provided that written notice of the proposed dissolution vote has been provided to the State EMS Authority and to the Governor of each Member State at least sixty (60) days prior to the meeting. End inserted paragraph.

Begin inserted text. Section 2. End inserted text.Upon dissolution of the Compact, the Compact becomes null and void and shall be of no further force or effect, and the business and affairs of the Commission shall be concluded in an orderly manner and according to applicable law. Begin inserted text. After payment of, or provision for, all debts and obligations of the Commission: (a) any unexpended and unobligated grant funds or other restricted funds shall be returned to the grantor or funding source to the extent required by the terms of the applicable grant, contract, or agreement; and (b) all remaining surplus funds shall be distributed to the Member States in good standing at the time of the Compact’s dissolution. If any annual assessment has been levied, each End inserted text.Begin deleted text. Each End deleted text. Member State in good standing at the time of the Compact’s dissolution shall receive a pro rata distribution Begin deleted text. of surplus funds End deleted text.based upon a ratio, the numerator of which shall be the amount of its last paid annual assessment, and the denominator of which shall be the sum of the last paid annual assessments of all Member States in good standing at the time of the Compact’s dissolutionBegin inserted text. ; otherwise, the remaining surplus funds shall be distributed in equal shares End inserted text.. A Member State is in good standing if it has Begin inserted text. timely End inserted text.paid Begin inserted text. any End inserted text.Begin deleted text. its End deleted text. assessments Begin inserted text. levied against it End inserted text.Begin deleted text. timely End deleted text..

Begin inserted paragraph. Section 3. Wind-Up Procedures. Pursuant to §10.C.7 of the Compact, upon dissolution of the Compact the Executive Committee, acting under the supervision of the Commission and with the assistance of the Executive Director and legal counsel, shall manage the wind-up of Commission operations. Wind-up shall proceed in the following order: (1) notice of dissolution to each Member State, federal partners, and any contractual counterparties; (2) cessation of new obligations and orderly completion or assignment of existing contracts; (3) collection of any assessments or other amounts owed to the Commission; (4) payment in full of all debts and obligations of the Commission, including any reserved amounts for known or anticipated liabilities; (5) a final independent audit of Commission accounts covering the period through the date operations conclude; (6) transfer or disposition of Commission records consistent with applicable law and any records retention requirements, with originals or certified copies of essential governance records preserved as the Commission directs; and (7) return of restricted funds and distribution of surplus funds as provided in Section 2. The Executive Director shall report periodically to the Commission on the status of wind-up activities. Wind-up shall be deemed complete upon Commission acceptance of the final audit and a written report of wind-up actions. End inserted paragraph.