Rules for Missouri Ambulance Districts

III. Officials and Board Operation

Restrictions on who may serve on board

Section 8 of Article VII of the Missouri Constitution states that no person shall be elected or appointed to any office who is not a citizen of the United States (also 190.050.3). The Section also generally prohibits office holders who have not resided in this state for one year before their election or appointment. Section 9 of Article VII of the Constitution states that no person federally employed shall hold any “office of profit” in this state, except for members of the National Guard or the reserve corps.

A person must be over 24 years old to serve on an AD board of directors (190.050.3). At the time of AD director candidate filing, a person must be a qualified voter of the AD election district and a resident of the AD for the preceding two years.

No one can qualify as a candidate after pleading to, or being convicted of, a Federal felony or misdemeanor, a Missouri felony, or an offense in another state that is considered a felony in Missouri (115.306.1).

A candidate who is a present or past corporate officer of any fee office can be disqualified from participating in an election if delinquent in payment of any State income taxes, personal property taxes, municipal taxes, real property taxes on residence, and/or taxes owed to the State (RSMo 115.306.2). Once notified of delinquent or owed taxes, however, the candidate has 30 days to pay the taxes before being disqualified. Keep in mind that any challenge to a candidate violating this provision must be brought by either the Department of Revenue or another candidate. District officials are not authorized to determine eligibility for election.

Candidates may not take office or file for subsequent elections until all Missouri Ethics Commission disclosure reports have been filed and assessed fees are paid (130.071).

No employee of an AD or a fire protection district may serve as board member of a “voluntary” AD or fire protection district (321.017); however, the statutes do not define “voluntary.”

Roles and responsibilities

Remembering the Pledge of Allegiance, the United States is a republic, not a democracy. The public does not have the right to participate in meetings of the AD board of directors — it is a public meeting of the board, not a meeting of the public. However, it is the responsibility of the Board to solicit and receive public comments by adopting rules that allow public input, if any.

The board must make many decisions about the mission of the AD, especially understanding why the AD exists and deciding the scope of services and benefits the AD will offer. Sometimes this is done by taking separate ballot questions to AD voters, such as funding central dispatching services (190.041), issuance of bonded indebtedness (Missouri Constitution, Article VI, Section 26(a)), or annexation of land into the AD (190.070). Other examples of scope of services decisions are whether the AD is going to regulate or operate a van stretcher service (190.528), participate in ambulance service reimbursement allowance programs such as MO HealthNet (190.818-827), or provide professional health information and educational programs (190.200.1).

As an AD’s mission is defined and understood, it is the board’s responsibility to define the AD’s critical issues. For instance, an AD with mostly large tracts of agricultural land and small villages will probably have a different mission than a neighboring AD that includes a large city or an interstate.

Once the mission and critical issues of an AD are defined, the board’s responsibility is to develop a vision of where the AD should go or what the AD should be doing — including at what levels or targets. For instance, maybe an AD only provides basic life support (BLS), but in the future, the AD board wants to provide advanced life support (ALS) through the use of paramedics or pediatric life support (PALS).

Finally, once the board has developed a vision for the AD, it is the responsibility of the board to develop a strategic plan on how the AD will fulfill its mission and achieve its vision.

Additional responsibilities of an AD board, many of which are discussed in greater detail in this manual, generally include:

• Ensuring compliance with state and federal laws, statutes, codes, rules, regulations and standards — especially ambulance licensure (190.105), possessing and using controlled substances, and if the AD receives revenue from the Centers for Medicare and Medicaid (CMS)
• Levying property and sales taxes and setting fees
• Allocating and being a steward for resources — managing risk, including required ambulance insurance coverage (190.120)
• Monitoring progress towards fulfilling the mission and achieving the vision of the AD
• Adopting bylaws, ordinances, rules and regulations (190.060.1)
• Ensuring staff are trained, educated and evaluated — investing in them
• Receiving and acting on petitions
• Judging appeals
• Adopting budgets, financial reports and policies — making sure the EMS Chief adopts Standard Operating Procedures (SOPs) or Guidelines (SOGs)
• Making prudent purchases
• Retiring debts and prompt payment of bills
• Executing agreements and contracts
• Calling for and declaring elections
• Making decisions and documenting corporate actions — minutes
• Ensuring records are open and accessible
• Ensuring organizational information is provided
• Choosing officers and filling vacancies (officers or directors)
• Meeting regularly with notice and in the open

Oath of office

According to Section 11 of Article VII of the Constitution, AD officials must be sworn in before taking office. How soon this is done after declaration of an election is the board’s decision. Outgoing officials retain their authority until the incoming officers are sworn in. The county clerk, a notary public, a certified court reporter, a certified shorthand reporter, court judge, court justice or court clerk can administer the oath (51.140; 486.250; 492.010). This oath is important because it serves to remind the board members elect that they are public officials, subject to the associated legal requirements.

Each director and officer sworn in should receive a written copy of the oath. The signed oath of directors and other AD officers is filed with the AD.

Terms and perpetual existence

Although the Missouri Constitution prohibits the term of any officer from being extended (Article VII, Section 13), an AD has perpetual existence. This means, in practice, that officials serve until successors are “duly elected or appointed, or qualified.” Expiration of a term does not relieve the official of AD duties until a replacement is in place (190.050.1; 190.051.3; 190.051.4).

Bonding

By law (190.075), all AD officers and employees authorized to receive or retain the custody of money or to sign vouchers, checks, warrants or evidences of indebtedness binding upon the AD shall furnish a surety bond for the faithful performance of their duties and the faithful accounting for all moneys that may come into their hands.

The AD board approves the form of the bond and fixes the amount of each bond. The required AD officers and employees must have at least minimal bonds of $1,000. ADs can choose to minimize risk by purchasing an additional dishonesty insurance policy to cover the maximum amount of money that could be stolen.

A bond is not intended as protection for AD officers and employees, but as protection for taxpayers. If the bonded official or employee steals money from the AD, the bonding company will reimburse the taxpayers, up to the maximum amount of the bond.

Ways to leave office

Normally a director of an AD is replaced by an elected or appointed successor (190.050.1; 190.055.4); however, there are other ways to leave office. A director of an AD can resign or become unqualified — by moving or changing voter registration out of the AD election district (190.052), for example.

Resigning from being an AD director requires two steps: the board member offers to resign, and if a quorum is present — not counting the resigning director who is recused — a majority of the board present accepts the resignation. The resigning official is not relieved of responsibility until the board has accepted the resignation. This is how perpetual existence of the AD is maintained. Should resignations threaten the quorum, replacements must be appointed before more resignations can be accepted.

A director of an AD could die or be recalled by the voters (see Chapter IV. Initiative, Referendum and Recall for more details).

Another way to leave office is through a quo warranto proceeding, which is a civil action challenging an individual’s right to hold office. Quo warranto is often the only proper legal remedy when an individual has usurped a public office (a de facto officer) or, through abuse or neglect, has forfeited an office to which he or she was entitled. The county prosecutor or Missouri attorney general initiates quo warranto proceedings. One way to avoid quo warranto proceedings is to be a de jure officer — where all requirements such as oaths and bonds have been followed.

Records to successor

Office holders may not keep records once they leave office (109.010-040). Records pertaining to any public office must be delivered to the AD or the successor — if necessary, by the executor in the event of the office holder’s death. Failure to deliver records to the AD or the successor could result in the forfeiture of $100 to $1,000. If necessary, a judge may issue a warrant for the sheriff to seize the records and deliver the records to the AD or successor.

Vacancies

By law (190.052), when one or two vacancies on an AD board occur at one time, by death, resignation or disqualifications, the remaining AD board members have up to 60 days to appoint a qualified person(s) to fill the vacancy(ies). If the remaining AD board members are unable toi fll a vacancy, or if there are more than two vacancies on an AD board at one time, the law requires appointments be made by the county commission within 10 days of notice from the AD board of its failure to agree in filling the vacancy(ies) — the law does not say which county commission makes the appointments if the AD contains more than one county. It would be a logical assumption that, for multi-county districts, the Commission of the county in which the election district vacancy occurs would fill that position. An appointee is notified of his or her appointment in writing by the county commission and serves the remainder of the unexpired term. (190.052)

Pay for board members

By law (190.055.4; 190.055.5[1]), AD board members may receive an attendance fee of $100 for attending any regular or special board meeting if the board authorizes such payments. Payments are limited to two meetings per month. In first class charter counties (currently Jackson, Jefferson, St. Charles and St. Louis counties), the members may receive up to $100 per meeting for a maximum of four meetings per month. No board member may receive payment for more than one meeting in a calendar week. The chair receives an additional $50 dollars for each meeting, but the limit is two per month.

A board member who also serves as secretary, treasurer or combined secretary/treasurer may receive additional pay as set by the board, limited to $1,000 annually for secretary or treasurer or $2,000 annually for combined secretary/treasurer (190.055.3).

The attendance fees should be paid after the meeting, not before, and taxes should be withheld and reported on IRS Form W-2; however, an AD does not pay state unemployment taxes on the attendance fees.

Board members who do not receive the state-mandated training are ineligible to receive pay (see the Training section in this chapter).

With appropriate documentation, board members may be reimbursed for actual expenditures on behalf of the AD (190.055.2), for example, business travel mileage, educational program fees, or cost of the surety bonds.

Meetings

In addition to the Missouri Sunshine Law (see Chapter IX. Meetings, Records and Votes for more details), an AD board must follow its bylaws regarding regular and special meetings (190.055.1); however, instead of specific details in bylaws  — which cannot be suspended — it is recommended specific details be in rules of procedure. Monthly meetings are recommended at a building designated by the board within the AD if possible. Notice of meeting times and location should be posted continuously at the station(s). When special meetings are necessary, each board member must be formally notified. Minutes of every board meeting must be available to any member of the public.

The chair of the AD board is responsible for ensuring proper décorum is maintained during board meetings. Because the board has important business to discuss and decide at its meetings, disorderly conduct, such as interruptions, cursing, etc., should not be allowed — after all, disorderly conduct is a misdemeanor crime. The chair can have disorderly members of the board or public removed from the meeting by local law enforcement.

Quorum

A quorum is the minimum number of directors that must be present for most business to be transacted; however, the law is silent on defining a quorum for AD boards. If an AD board adopts Robert’s Rules of Order, the quorum for a six-director AD would be four directors.

Majority voting

It takes a majority vote of those present for the AD board to decide to do something. A tie vote is not a majority vote. The chair is expected to vote. Proxy is not allowed, and absentee voting is limited (610.015).

Recusal

There are times when a board member must recuse oneself from voting, but these should be kept to a minimum. Each member has made a commitment, under oath, to represent the AD on all questions. Unless voting would create a conflict of interest or constitute nepotism, all members should vote on all issues. If recusing oneself, the member should leave the room and not participate in the discussion before the vote. Recused board members cannot be included to establish or maintain a quorum — it is as if the board member temporarily is not in attendance.

Abstention and recusal are not the same; abstention is when a board member just does not want to vote and is potentially a dereliction of duty.

Rules of procedure

As a public governmental body, the board must comply with Missouri’s Sunshine Law regarding meetings, records and votes (see Chapter IX. Meetings, Records and Votes). Each public body must, however, adopt a written sunshine law procedure and designate a custodian of records (610.023.1 and 610.028.2).

In addition, the board should consider adopting and publishing its own rules of procedure that define the order in which business will be conducted, whether members of the public attending meetings will be permitted to speak and under what limitations, and other housekeeping matters (190.055.1). Establishing such procedures and using them consistently can help the board operate in a fair and orderly way. Having procedures in place before an issue draws a large number of attendees, who might be upset, will smooth operations considerably.

Special rules

The state has special rules for the public to prompt AD actions. These rules are nearly alone among the multiple types of political subdivisions in Missouri. With few exceptions, such as fire protection districts, and cities that have adopted similar charter provisions, only ADs have the options for referendums and recall actions included in their generic statutory charter. Although these rules are not always applied, all AD officials should understand them (see Chapter IV. Initiative, Referendum and Recall).

Training

All AD board members elected after Jan. 1, 2008, must undergo training that is offered by a statewide association for ADs, such as the Missouri Ambulance Association, or has been approved by the state advisory council for EMS (190.053.1). The Certified Ambulance and Fire District Board Training course offered by the University of Missouri Fire & Rescue Training Institute (www.mufrti.org) satisfies the training requirement.

An untrained director cannot receive compensation for attending meetings (190.053.2).

In addition, the federal government requires all board members complete training in the National Incident Management System (NIMS): Course #100, Introduction to NIMS. After Hurricane Katrina, the Federal Emergency Management Agency (FEMA) established requirements for this training to improve communication between federal and local government officials. Failure to participate in the required training makes an AD ineligible for reimbursement for emergency response costs and for federal grants.

Individual liability

Individual AD board members are generally not civilly liable for reasonable mistakes made while performing their official duties — as long as their obligations were not clear. This concept is known as “qualified immunity.” However, if a law is clear and an AD board member violates the law, there could be individual liability — even if the AD board member was not aware that what was done, or not done, was wrong.

If an AD board member purposefully violates or ignores a law, most “Errors and Omissions” insurance policies will not compensate or defend the AD, AD board member, or AD board in any resulting lawsuit.

Officers

By law (190.055.1), the bylaws for the AD must determine the times for the annual election of officers; however, it is prudent for the annual election of officers to be at the first meeting of a new AD board following the April elections. At the annual election of officers of the AD board, the AD board elects a director to be the chair of the board and then elects a secretary and a treasurer, appoints a custodian of records (610.23.1) and designates a budget officer (67.20). The latter positions may be combined, and none except the chair has to be a board member, though they may be. Keep in mind, however, that Missouri has a common law restriction on public officers holding inconsistent positions. The duties assigned by the bylaws might make certain combinations of office holding improper. A president that must approve bills for payment and sign checks, for example, could not also hold the position responsible for signing the checks the second time and disbursing the funds. For more information about the annual reorganization of an AD board, see Chapter XVIII. Elections.

Separate chapters in this manual cover the duties of the secretary and treasurer. The only stated duty for the chair is to preside over meetings. The chair also has the power to vote as a member of the board and should always do so.

Sometimes the bylaws, rules or policies of an AD will assign other duties to the chair. These duties might entail authorizing expenditures beyond the authority given to the EMS chief or suspending, pending the next board meeting, an employee or volunteer from his or her job. The bylaws or rules of an AD might also have additional officers such as a Vice Chair.

To ensure an AD has de jure officers, the AD board should follow constitutional restrictions on who may serve as officers and ensure that officers (Mo. Const. Art. VII)  are sworn in and bonded, as well as follow any other legal requirements of law or district policy.

Contributory benefit plan board of trustees

An AD may provide health, accident, disability and pension benefits for its salaried members, and their spouses and minor children, through either, or both, a contributory or non-contributory plan. The AD board determines the type and amount of benefits subject to revenues available. If an employee contributory plan is adopted, then at least one voting member of the contributory benefit plan board of trustees must be a member of the AD elected by the contributing members. The contributory benefit plan board of trustees cannot be the same as the AD board of directors (190.060.1(8)).

The AD board can submit a question of funding a pension program to the voters. A majority of the voters of the AD have to approve a levy not to exceed 10 cents per $100 assessed valuation to fund the pension program (190.074). The AD board determines the type and amount of benefits subject to revenues available for the pension plan (190.060.1(8)).

An AD with a pension plan also may need to establish a pension board of trustees. The law (105.666) requires pension board members to attend six hours of education classes within six months of becoming a trustee and establishes the curriculum for those classes. Several professional organizations offer contributory benefit plan board and pension board educational programs; however, membership may be required to access these courses.