Resolution For Adoption by the Board of Directors of Allegheny County Emergency

Medical Services, nc!

For Meeting Scheduled "une #, $%%$
&'EREAS, it is proposed that the Articles of ncorporation of Allegheny County
Emergency Medical Services, nc! (the )Corporation*+ be amended and restated in their
entirety to read as set forth on E,hibit A attached hereto-
.o/, 0herefore, Be t Resolved1 0hat the proposed amendment and restatement
of the Articles of ncorporation be, and it hereby is, adopted and approved1 and
Further Resolved1 0hat, upon approval of the members of the Corporation, the
proper officers of the Corporation of the Corporation are hereby authori2ed and directed
to e,ecute and file Articles of Amendment /ith the 3ennsylvania Department of State1
and
Further Resolved1 0hat these resolutions shall be binding on the Corporation!
Amended and Restated
Articles of ncorporation Allegheny County Emergency Medical Services, nc!
First1 0he name of the Corporation is Allegheny County Emergency Medical
Services, nc!
Second1 0he location and address of its registered office in this common/ealth is
c4o Allegheny county EMS Coordinator5s 6ffice, 787 Ridge Avenue, 3ittsburgh,
Allegheny County, 3ennsylvania, $9:$:
0hird1 0he purposes for /hich the Corporation is organi2ed are e,clusively
charitable, scientific or educations /ithin the meaning of Section 98$;(<+ of the nternal
Revenue Code of $%7# as amended, and include all purposes, po/ers, privileges
conferred upon the Corporation by the .onprofit Corporation =a/ of $%77, $9 3a!C!S
9$8$>9%7, including, but not limited to, the follo/ing more specific purposes1
($+ Establishing, maintaining and implementing a coordinated and cooperative
system of emergency medical services to provide efficient emergency
medical care to residents and transients in distress /ith in Allegheny
County1
(:+ bring together, through the creation of the Allegheny County Emergency
Medical Services Council, both providers and consumers of emergency
medical services to constitute and active and informed body for the
purpose of developing comprehensive policies /hich affect the provision
of ?uality emergency medical services /ithin the various municipalities of
Allegheny County-
(<+ setting and implementing common training standards for EM05s and
3aramedics, and in the use of hard/are, ambulance configuration, radio
e?uipment, hospital transfer patterns and helicopter systems-
(@+ gathering and dissemination information regarding emergency medical
services to concerned residents of Allegheny County1 and
(9+ assisting in the preparation of grant and e?uipment re?uest to the State and
other groups that monitor and develop EM0 and 3aramedic training
programs and provide medical direction for the covered geographical area
of Allegheny County!
Fourth1 0he Corporation does not contemplate pecuniary gain or profit incidental
or other/ise!
Fifth1 0he term for /hich the Corporation is to e,ist is perpetual!
Si,th1 0he Corporation shall have no capital stocA!
Seventh1 0he Corporation shall be a membership organi2ation!
Eighth1 0he management of the Corporation shall be vested in a Board of
Directors in the specific number to be fi,ed by the Byla/s and to be selected and
constituted from time to time as provide in the Byla/s of the Corporation!
.inth1 (a+ .o substantial part of the activities of the Corporation shall be the
carrying on of propaganda or other/ise attempting to influence legislation!
(b+ .o par of the net earning of the Corporation shall inure to the benefit
of or be distributable to the Directors, 6fficer or other private person
e,cept that the Corporation shall be authori2ed and empo/ered to pay
reasonable compensation for services rendered and to maAe payments
and distributions in furtherance of the purposes set forth herein!
(c+ .ot/ithstanding any other provision set forth herein, the Corporation
shall not carry on any other activities not permitted to be carried on(i+
by a corporation e,empt from Federal ncome 0a, under Section
98$;(<+ of the internal revenue Code of $%7#, or corresponding
provisions of any subse?uent federal 0a, la/s, or (ii+ by a
corporation, contributions to /hich are deductible for Federal income
ta, purposes!
0enth1 n the event of dissolution, li?uidation, or termination of the Corporation,
the Board of Directors shall, after paying or maAing provisions for the payment of
all the liabilities of the Corporation, distribute all assets of the Corporation to such
organi2ations or organi2ations as they, in their sole discretion, shall select
consistent /ith the purpose and goals of the Corporation- provided, ho/ever, that
such organi2ation or organi2ations shall, at the time of such distribution, ?ualify
as an organi2ation or organi2ations described in Section 98$ (c + (<+ of the
nternal Revenue Code of $%7#!