KBEMS Bylaws

1.1. Bylaws.

In the absence of statutory direction, these bylaws shall govern the conduct of the Kentucky Board of Emergency Medical Services, hereinafter referred to as the Board, which is a governing board defined in KRS Chapter 311A. No individual member or committee can take official action for the Board unless authorized by the Board.

1.2. Statutory authority.

The Board was established by KRS 311A.015 et seq. as amended by H.B. 777, 2022 Regular Session. Its powers, duties, and responsibilities are described in KRS 311A.015, 311A.020, and KRS 311A.035, effective July 14, 2022.

1.3 Membership.

As established in KRS 311A.015 et seq. as amended by H.B. 777, 2022 Regular Session, the Board is composed of thirteen (13) members who are residents of Kentucky. The membership shall be appointed by the Governor. The Board is composed of the types of individuals with the required qualifications set forth in KRS 311A.015(2)(a)-(m).

1.3.1 Conflict of Interest.

Board members shall avoid conflicts of interest as well as the appearance thereof. A Board member shall be considered to have a conflict of interest if: (1) such Board member has an existing or a potential financial or other interest that impairs or appears to impair such member's independent unbiased judgment in the discharge of the Board member's responsibilities to the Kentucky Board of Emergency Medical Services, (2) such Board member is an officer, director, employee, member, partner, trusteeor controlling stakeholder of an organization that has an existing or potential financial or other interest, or (3) such Board member's family member has an existing or potential financial or other interest of which the Board member is aware.

It is recognized that members of the Board are drawn from active organizations and for-profit entities within the EMS community. Absent a member having an existing or potential financial or other interest in an organization that impairs or appears to impair such member's independent unbiased judgement, a member's affiliation with an organization alone shall no consititure a conflict of interest.

For purposes of this provision, a family member is defined as a spouse, parent, sibling, child or any other relative if the latter resides in the same house as the Board member. All Board members shall disclose to the Board Chair, the Executive Director, and Legal Counsel any such conflicts or appearances thereof at the earliest practical time. Board members shall not participate in discussion of matters in which they have a conflict or an appearance of a conflict of interest. Members shall also abstain from voting on matters in which such a conflict or appearance of a conflict of interest exists. Additionally, the minutes of the Board meeting shall reflect that members with potential or actual conflicts of interest made disclosure to the Board and abstained from voting on the matter related to the conflict. If a Board member is uncertain that a conflict or potential conflict of interest exists, the member, or any member who questions the conflict, may request that the Board resolve the question in the Board member's absence. The resolution of that question shall require a majority vote of the Board.

1.3.2 Board Development.

The Kentucky Board of Emergency Medical Services believes that its members are most effective when they, as a Board, have taken the responsibility for their own education. Education as a Board member requires a working knowledge and thorough understanding of the ongoing activities of the Board, the mission and role of the Board, the statutory and regulatory functions of the Board, and the expectations of individual members within the Board and Committees thereof. Because of this belief, the Board sets the following as development expectations for all Board members:

A. Orientations:

The Board Staff, with cooperation of the full Board, is responsible for developing the subject matter content of and the schedule for new Board member orientations. To the extent practicable, new Board members must undergo an orientation within three (3) months of their appointment to the Board. Orientation shall include, but will not be limited to, education on conflicts of interest, Open Meetings and Records requirements, ethics, and roles and responsibilities of Board members. As part of new member orientation, the Board Staff will develop a KBEMS Handbook and provide such handbook to new members at either the new member orientation or for review prior to the new member orientation. New Board members shall complete required eithics and other subject matter training as prescribed by the Public Protection Cabinet or the Executive Branch.

B. Retreats:

The Board Staff, in cooperation of the full Board, shall be responsible for the development and execution of an annual retreat. To the extent practicable, all members should attend the annual retreat and participate fully in the matters presented.

C. National and Regional Conferences:

Board members are encouraged to attend local, state, and national conferences. Board members are asked to share with Board Staff and the full Board issues and topics that may advance the provision of EMS in the Commonwealth. Such attendance shall generally be at the expense of the Board member but exceptions may be made should the Board Office determine sufficient funds exist within the annual budget to provide reimbursement for attendance. The rate of reimbursement for actual and travel expenses shall, if allowed, be set by state administrative regulations pertaining to reimbursement. When a Board member requests reimbursement to attend a conference, such request shall be made and approved in advance, never retroactively, by the Board Chair.

Approval for reimbursed attendance will consider the following criteria:

1. Does the member hold a leadership position on the Board? Leadership positions include officers as well as committee chairs.

2. Does the requesting member hold a position of seniority on the Board?

3. Does the conference address a specific issue important to the Board and has the requesting member been requested by the Board Chair and full Board
to work on or research that specific issue?

Members' conduct at a local, state, or national conference is reflective of the Board. Board members in attendance are expected to adhere to the following rules:

1. Attend all sessions of the conference, for the full length of the conference.

2. Specifically attend all sessions that are relevant to the specific issue used to approve reimbursement of conference expenses.

3. Upon return from the conference, the attending Board member shall prepare a short report for consideration by the full Board.

1.4 Membership Terms.

Pursuant to KRS 311A.015(3), Board members shall serve no more than two (2) consecutive terms of four (4) years each. Positions vacated on the Board shall be deemed as full terms if the vacancy exceeds two (2) years. KRS 311A.015(3). Former members who have served two (2) consecutive terms shall not be reappointed to the Board unless absent at least one, full term (4 years). KRS 311A.015(3).

Except as stated in these bylaws, other relevant state law, and KRS Chapter 311A, removal from the Board shall be for cause. KRS 311A.015(6) determines failure to attend as one cause for removal. A member who misses three (3) regular meetings in one (1) year shall be deemed to have resigned from the Board. For purposes of determining the year, the Board shall use the calculation set forth in KRS 311A.015. Removal for failure to attend shall prohibit the removed Board member from serving until ten years have elapsed. Military deployment shall be reason under these bylaws to waive the attendance requirements.
The Executive Director shall select a member of the Board Office staff to serce as the Board Clerk. The Board Clerk shall keep a record of each member's regular meeting absences. Upon a determination that a member has failed to attend two (2) regular meetings in a one (1) year period, the Board Clerk shall promptly provide written notice of the member's absences to the member and the Chair, and shall identify in the notice the dates on which the absences occurred.

Upon a determination that a member has violated KRS 311A.015(6), the Board clerk shall promptly provide written notice of the violation to the Chair, identifying the dates on which the three (3) regular meeting absences offcured. Upon receiving the Board Clerk's written notice of a KRS 311A.015(6) violation, and upon verifying that a violation has occurred, the Chair shall promptly provide written notice to the member that, pursuant to KRS 311a.015(6), the member has been deemed to have resigned from the Boar dand his or her position has been deemed vacant. The Chair shall attach to the notice to the member the Board Clerk's notice identifying the dates on which the three (3) regular meeting absences occurred. The Chair shall then promptly provide written notice to the Office of the Governor that the member has violated KRS 311A.015(6) and that the member has been deemed to have rsigned from the Board and the member's position on the Board has been deemed vacant.


Only regular meetings shall count when determining removal for failure to attend. Special or emergency meetings shall not result in penalty. (KRS 311A.015(6)

1.5 Mission.

Based on its statutory basis for existence, the Board shall develop a vision for the provision of Emergency Medical Services in the state of Kentucky. The vision shall be used to guide them in developing a mission statement. The vision and mission statement shall be voted on and adopted pursuant to regular voting procedures of the Board. The Mission of the Board shall be the guiding factor in setting goals for the Board and the Board Office.

2.1 Election.

The Board shall elect from its membership a Chair and a Vice-Chair. Election shall be conducted at the Board s first regular meeting after September 1. KRS 311A.015(4). Election shall be by a majority of Board members. Terms of the Chair and Vice-Chair shall be for one (1) year and shall not exceed more than four (4) consecutive office terms. In the event of vacancy, the Board shall hold a special election to fill the office for the unexpired term. Election shall be conducted pursuant to regular election schedules regardless of the length of the unexpired term.

3.1 Meeting Schedule.

Pursuant to KRS 311A.015(4), the Board shall meet at least six (6) times a year. Special and emergency meetings cannot replace regularly scheduled meetings. The meeting schedule shall be posted on the Board's website no later than two (2) weeks following the adoption of the yearly schedule.

4.1 Call.

Special meetings may be called by the Chair or a majority of the members. KRS 61.823(2). The purpose of special meetings shall be to discuss relevant issues pertaining to the Board's mission or the provision of Emergency Medical Services in Kentucky. Special meetings shall be held with at least twenty-four (24) hours' notice to the public, all Board members, and media organizations that have filed a written request to receive notice of meetings. As soon as possible, but no later than twenty-four (24) hours before a special meeting, written notice shall also be posted in a conspicuous place in: (1) the building where the special meeting will take place and (2) the Board's headquarters.

Emergency meetings shall be called only after the Chair or a majority of the members determine that an emergency situation exists. In addition, the Chair or a majority of the members may call an emergency meeting in the event that the Board must make a decision on a pressing matter that, if ignored, would negatively affect the provision of Emergency Medical Services in Kentucky or a significant region of the state.To the extent practicable, emergency meetings must be held with at least twenty four (24) hours' notice to the public, all Board members, and media organizations that have filed a written request to receive notice of meetings.

5.1 Distribution.

Within seven (7) working days of the regular meeting, the Chair of the Board shall set the agenda and direct the Board Office to post the stated agenda on the Board's website for public notice. 202 KAR 7:020 3(3). A copy of the agenda for regular meetings shall be provided to each Board member no later than seven (7) days in advance of the meeting. Insofar as is practicable, copies of reports and all other materials that will be considered by the Board shall be provided to the each member no later than seven (7) days in advance of each regular meeting. When known, notice of vacancies on the Board, vacancies on committees, and impending election of officers shall be given to all Board members at least thirty (30) days in advance of application deadlines or elections to fill any vacancy. Notice of the agenda to the public shall comply with all state rules pertaining to Open Meetings laws.

5.2 Requests for Inclusion from Non-Board members.

All requests for inclusion in the agenda of a regular shall follow the requirements set forth in 202 KAR 7:020 Section 3. The request shall be in writing no later than twenty (20) working days in advance of the regular meeting and shall contain the information specified in 202 KAR 7:020 Section 3(2)(a)-(e). Writing may include an electronic submission. Inclusion on the agenda is at the discretion of the Board Chair with coordination from the Executive Director. No person or entity is entitled to inclusion on the agenda. If such request is granted, the requesting person or entity must provide any supporting documentation to the Board Office for distribution to all Board members no later than seven (7) days in advance of the regular meeting. Prior to being placed on a meeting's agenda, the request for inclusion may be appropriately routed through any committee the Chair deems to hold jurisdiction over the subject matter of the request.

5.3 Additions to the Agenda from Board Members or Committees.

Any committee or Board member may request consideration by the Board, at any regular meeting, of any item not on the agenda of a regular meeting of the Board.An item shall be included on the regular meeting agenda upon request by a majority of Board members that such item by included. Otherwise, inclusion on the regular meeting agenda is a the discretion of the Chair with coordination from the Executive Director.

5.4 Special Meeting Agenda.

Because special meetings are generally called to address specific matters, the Chair shall have the discretion to deny any requests for inclusion on the agenda of a special meeting. The Chair shall entertain only those requests for inclusion deemed relevant to the purpose of the special meeting.

6. Quorum.

KRS 311A.015(5) grants authority to the Board to adopt a quorum through regulation. Pursuant to 202 KAR 7:020 Section 4(1), a simple majority of sitting board members shall constitute a quorum. Only after convening a quorum shall the Board conduct business. Quorum is presumed until the question of quorum is raised or it is revealed to be absent during a vote of the members.

7. Presiding Officer.

The Chair shall preside at all regular, special, and emergency meetings of the Board. In the absence of the Chair, the Vice Chair shall preside. Should both the Chair and Vice Chair be absent, the Board shall hold a special vote to designate a presiding officer from the membership of the Board. Such election as presiding officer shall be effective only for the meeting in which the vote was taken and approved.

8.1 Votes per Member.

Each member of the Board shall have one vote. No member's vote shall carry more weight than the vote of any other member.

8.2 Matters on which Members may Vote.

All members of the Board may vote on all matters coming before the Board for consideration. However, members with conflicts of interest, as defined and discussed in these bylaws, shall abstain from discussing and voting on any matter on which the member has a conflict of interest.

8.3 Voting Methods.

Pursuant to 202 KAR 7:020 Section 5, voting may be accomplished by a voice vote, a show of hands, or a roll call. The voting method used is at the discretion of the Chair unless a member requests that a roll call vote be conducted.

8.4 Votes Needed.

All regular matters shall require a majority of Board members present to affirm a matter before the vote is carried. To pass the matters set out in 202 KAR 7:020 Section 5(4) shall require two-thirds (2/3) of the members of the Board who are present to vote affirmatively. No matters shall be voted on or passed, including those contained within 202 KAR 7:020 Section 5(4), if the power granted in regulation directly contradicts the authority granted in KRS Chapter 311A.

9.1 Procedures.

In the event that the governing statutes or these bylaws are not instructive regarding applicable procedures, the Board, through legal counsel or other advisor, shall consult Robert's Rules of Order (11th ed.). The Board shall, after consultation and advice, follow the procedural rules as determined thereby.

10.1 Committees.

The Board is directed through statute to establish committees and subcommittees. KRS 311A.020(1)(h). All standing committees must be created through statutory or regulatory process. Subcommittees may be created through statute, regulation, or motion and affirmative vote. Creation of subcommittees shall be by a majority vote of the committee to which it is attached and a majority vote of the Board. All Standing committees and subcommittees shall follow these policies, practices, and procedures established in this Section

10.2 Membership.

Standing Committees and subcommittees may be comprised of both Board members and nonmembers, but all committees members shall reflect the qualifications of the Board members. KRS 311A.020(1)(h). The majority of the members of the Executive Committee shall by Board members. To the Extent practicable, Standing Committees should be comprised of representatives from different service stypes, provider levels, and geographic regions of the Commonwealth. Standing Committees shall not be comprised of:

A. More than one person employed by the same EMS serice, parent company, or contract service; or

B. Persons employed by the Board or Board Office within the last six (6) months.

10.3 Appointment.

The Board Chair shall appoint the members of any Standing Committees or subcommittees.

10.4 Chairs.

The Chairs of Standing Committees and subcommittees shall be appointed by the Board Chair. It is within the Board Chair's discretion to require persons acting as Chairs of Standing Committees and subcommittees to be Board members.

10.5 Ex Officio Members.

The Board Chair shall be an ex officio, but nonvoting, member of all Standing Committees and subcommittees. The Executive Director shall serve as an ex officio, but nonvoting, member to all Standing Committees and subcommittees. The Board Chair may also appoint Board Office staff members to serve as ex officio members of any Standing Committee or subcommittee.

10.6 Terms.

Standing Committee and subcommittee members shall serve a term of two (2) years. Terms expire on September 30 of the second year of the member's term. The Board may set a limit to the number of terms committee and subcommittee members may serve, but the Board must do so through amendments to these bylaws or by administrative regulation. The Chair should appoint or reappoint members to committees and subcommittees not before September 1 nor any later than September 30.

Pursuant to 202 KAR 7:020 Section 2(10), a member of a Standing Committee, subcommittee, or task force who is absent for three (3) or more regular meetings in a term of one (1) year shall be found to have resigned from his or her appointed position and his or her position shall be determined vacant.

The Board Clerk shall keep a record of each Standing Committee member's, subcommittee member's, and task force member's meeting absences. Upon a determination that a member has failed to attend two (2) regular meetings in a one (1) year period, the Clerk shall promptly provide written notice of the member's absences to the member and the Board Chair, and shall identify in the notice the dates on which the absences occurreed.

Upon determination that a member has violated 202 KAR 7:020 Section 2(10), the Clerk shall promptly provide written notice of the violation to the Board Chair, identifying the dates on which the three (3) regular meeting absences occurred. Upon receiving the Clerk's written notice of a 202 KAR 7:020 Section 2(10) violation, and upon verifying that a violation has occurred, the Board Chair shall promptly provide written notice to the member that, pursuant to 202 KAR 7:020 Section 2(10), the member has been deemed to have resigned from his or her appointed position on the Standing Committee, subcommittee, or task force, and his or her position has been deemed vacant. The Board Chair shall attach to the notice to the member the Clerk's notice identifying the dates on which the three (3) regular meeting absences occurred.

10.7 Meetings.

Standing Committees, subcommittees, and task forces must make all meetings open to the public unless an exception in KRS 61.810 allows the committee or task force to go into closed session. If such exception exists, the committee or task force must follow the requirements of the Open Meetings Act for conducting closed sessions. Prior to going into closed session, the committee or task force shall seek legal counsel.

10.8 Regular Meetings Schedule.

Each Standing Committee. subcommittee, or task force shall set a schedule of regular meetings, which shall be posted on the Board's website no later than two (2) weeks following the adoption of the schedule.

10.9 Special Meetings.

The Chair or a mahority of the members of a Standing Committee, subcommittee, or task force may call special meetings. Special meetings shall be called only when necessary. Special meetings shall be held with at least twenty-four (24) hours' notice to all members of the Standing Committee, subcommittee, or task force, including ex officio members, the public, and media organizations that have filed a written request to receive notice of meetings. As soon as possible, but no later than twenty-four (24) hours beore a special meeting, written notice shall also be posted in a conspicuous place in: (1) the building where the special meeting will take place and (2) the Board's headquarters.

10.10 Agenda.

The agenda for a regular meeting and supporting documents for regular meeting agenda items shall, to the extent practicable, be made available to committee members or task force members no later than seven (7) days prior to all regular meetings. The agenda for a special meeting and supporting documents for special meeting agenda items shall be provided with the notice of the special meeting.

10.11 Quorum.

The quorum necessary for any committee or task force to conduct business shall be a majority of the membership of the committee or task force.

10.12 Vote.

An affirmative vote of a majority of the committee or task force members present shall be required to carry all proposed actions.

10.13 Carried Propositions.

Standing committees may take carried propositions directly to the full Board. Subcommittees may vote to carry propositions but any business conducted must be voted upon and carried in its parent Standing Committee before it is taken to the full Board for a vote.

10.14 Minutes.

All committees and task forces must accurately record the conduct and outcomes of their meetings. Draft minutes must be made available to committee and task force members within seven (7) days of the meeting. Minutes shall be made available to the public by no later than immediately following the next meeting of the committee or task force an shall be published on the Board's website within fifteen (15) days of the meeting during which the minutes were approved.

10.15 Conduct.

All committee meetings shall be conducted pursuant to Robert s Rules of Order (11th ed.).

10.16 Report.

Only the Chair, or in the Chair's absence, the Vice-Chair of a Standing Committee is permitted to take reports or recommendations for action to the Board. Reports shall be brought to the Board at the Board's next regularly scheduled meeting.

10.17 Effect of Committee Action.

All Committee Actions are advisory only. The Board takes all final action.

10.18 Purposes of Committees.

Purposes of Standing Committees are set out in KRS 311A.020(5) (Personnel Committee) and in 202 KAR 7:020 Section 2.

10.19 Actions of Committees.

No action recommended or taken by the variously established Standing Committees shall contradict any other statutory or regulatory provision. Specifically, the Personnel Committee may not exercise final personnel action over the Executive Director, Legal Counsel, or the State Medical Advisor. Subcommittees exist for the purposes expressly assigned to them through the recommendation of the Standing Committees to which they are attached and finally approved by the Board when voting to create such bodies.

10.20 Task Forces.

202 KAR 7:020 Section 1(6)-(10) details the creation of task forces, including but not limited to, persons who may request their formation and who has power to appoint and reappoint members. No vote of the Board may contradict a task force's regulatory requirements, but the task force may be dissolved upon the Board Chair's request and a majority vote of the Board. Task forces are not subcommittees. Task forces must be formed in accordance with regulation to address specific work, not overall ideas involved with areas of the provision of Emergency Medical Services. Although task forces are not Standing Committees or subcommittees, they shall follow all rules for the conduct of their meetings, including but not limited to quorum, voting, and public notice. Robert's Rules of Order (11th ed.) shall govern any points of order not covered in statute or administrative regulation.

10.21 Grievances.

Pursuant to 202 KAR 7:020 Section 7, any person or entity negatively affected by the action of a standing committee or a task force may appeal to the Board.

11.1 Proper Record.

Minutes shall be taken at all regular, special, and emergency meetings of the Board. A Board Office staff member shall be responsible for recording, compiling, distributing, and publishing both unapproved and finally approved minutes of Board meetings. The same shall be true of Standing Committee meetings, subcommittee meetings, and task force meetings.

11.2 Approval.

The minutes shall not be considered official unless and until approved by the Board, Standing Committee, subcommittee, or task force responsible for generating the record.

11.3 Public record.

Pursuant to KRS 61.835, all minutes shall be open to public inspection no later than immediately following the next Board meeting. This shall apply to all committee and task force meetings as well.

12. Executive Sessions.

As a public agency, the Kentucky Board of Emergency Medical Services is subject to the Open Meetings Act, KRS 61.800, et seq. Accordingly, pursuant to KRS 61.835, meetings of the Board, its committees, and its task forces are open to the public unless, consistent with the requirements of KRS 61.810, a meeting is closed to the public by a majority of the cast votes of a quorum of the Board, committee, or task force. Any formal action of the Board must be taken in open session. Prior to recommending, voting for, and going into closed session, the Board and any of its attendant entities, shall seek legal counsel to determine all requirements of KRS 61.810 are met and substantiated for the record.

13.1 Employment of.

Pursuant to KRS 311A.020, the Kentucky Board of Emergency Medical Services is required to have an Executive Director and a Deputy Executive Director for the daily administration of the Board's work. The Executive Director and Deputy Executive Director serve at the pleasure of the Board.

13.2 Duties.

The Executive Director and Deputy Executive Director shall administer the day-to-day operations of the Board Office and supervise all directives of the Board. The Executive Director is the head of the Board Office. The Executive Director shall work for and with the Board to develop appropriate policies and procedures that further the quality of Emergency Medical Services in the state of Kentucky. The Board Office is responsible for the matters set forth in KRS 311A.020(1)(c) and, as the head of the Board Office, the Executive Director shall be responsible for such matters, including personnel decisions, staff development, and budget analysis and management Additionally, the Executive Director shall be responsible for providing reports to the Board and for any other duties delegated to the Executive Director pursuant to KRS 311A.020(3) or by administrative regulation.

13.3 Evaluation.

The Executive Director is subject to an annual job performance review by the Personnel Committee that conforms with the state personnel standards and includes a recommendation for or against continued employment to be presented to the Board.

14.1

Neither the Board nor the Board Office may employ a Board member while the member is serving on the Board.

15.1 Amendments.

Any provisions of these bylaws, with the exception of those governed by or required by statute or regulation, may be amended by an affirmative vote of two thirds (2/3) of the members present at a duly called Board meeting that has a quorum. New provisions may also be added with the same required vote. No amendment or addition may be adopted unless its substance was introduced first at a preceding regular or special meeting of the Board. All changes, including amendments, revisions, and additions, may be, but are not required to be, routed through the Executive Committee prior to being submitted for the first reading at a meeting of the Board.

15.2 Suspensions.

Any provisions of these bylaws, except those statutorily or regulatorily required under Kentucky law, may be suspended at any regular or special meeting of the Board for that meeting only. Suspension may be accomplished by an affirmative vote from two thirds (2/3) of the members present at a duly called Board meeting that has a quorum.