TEAS Update 7/1/2026

It's been another busy ~2 weeks, and here are the updates! It's a long one, so buckle up.

EMS

Justin Kendall

7/1/20269 min read

In all of the looking through the legal documents defining TEAS, Inc, I've been continually confronted with both the county and the cities indicating that they're attending the board of directors meetings, but nobody has seemed to understand the distinction between directors and members of the TEAS, Inc corporation and what the legal obligations are toward the members of the corporation.

501(c)(3) non-profits can have Members, but it must have a Board of Directors. In the case of TEAS, Inc., it has both.

To make it easy for folks, I went through the bylaws and made this handy diagram of the structure and the major items that are to be delivered, and I'm going to endeavor to explain it here.

TEAS, Inc Governance

In the diagram on the right:

  • Members: The two red boxes on the top are the "members" of the corporation. Each member, since it is an entity and not a person, has to designate a "Member Agent". The description of who that person is for each member, is in the red box on the right.

  • Directors: In the upper purple box, is the Board of Directors. Each director is directly appointed by the associated member, denoted by the arrows and matching color to the member.

TEAS, Inc Operations and Obligations to its Members

The day-to-day operations of the Tippecanoe Emergency Ambulance Services, Inc ("TEAS, Inc") is performed by Franciscan Alliance, denoted by the gray box of the diagram. They perform all of the operations of the ambulance services themselves- accounting, billing, collections, etc, under the assumed business name "Tippecanoe Emergency Ambulance Services" ("TEAS") on behalf of TEAS, Inc, via a lease agreement with TEAS, Inc. Confusing, right?

Throughout the year, TEAS creates operational and financial reports that it reports to the board of directors during quarterly routine meetings (The lower purple box). Those operational and financial reports, and any other major business decisions are presented to the board of directors for decisions about the overall policy of the corporation.

"General Powers of the Board of Directors. ...The business and affairs of the Corporation shall be managed, controlled, operated and conducted by, and under the supervision of, the Board of Directors, and the Board of Directors shall have exclusive responsibility for the determination of policy for the Corporation. The Board of Directors has the ultimate authority to set the general outlines of procedures essential to implement policy, but the administration of the ordinary activities of the Corporation shall be conducted by the Corporation's officers and other persons appointed by such officers for that purpose." TEAS, Inc bylaws Article III, Section 1

Also outlined in the bylaws of the organization, there are a bunch of requirements of the members to make decisions about the overall direction of the ambulance services by taking votes to make decisions, and voting to accept the board of directors meeting minutes, operational and financial reports.

  • Class A Members (Franciscan Alliance and IU Health) -

    • Approval of the Class A Members. The following matters require the approval of all voting Class A Members of the Corporation:

      (1) Approving, amending, and repealing the Corporation's Articles of Incorporation or these Bylaws, including, without limitation, Section 4 of Article 1

      and Section 5 of Article VII of these Bylaws;

      2) Approving any major changes in the operations of the Corporation that will impact the scope of services provided by the Corporation or any of its

      controlled entities that differ from the operations and services of the Corporation described in the Corporation’s Articles of Incorporation or Article I of these

      Bylaws;

      (3) Approving any debt incurred or borrowing of funds by the Corporation in excess of the limits established by the members, from time to time, or as required

      by canon law, or authorizing, approving, or entering into any agreement for the Corporation to serve as guarantor, surety or co-obligor with respect to the indebtedness of any other party;
      (4) Authorizing the Corporation to enter into affiliations, joint ventures and alliance arrangements with any third parties, whether in the form of contractual

      joint ventures, new entity joint ventures, or other joint venture forms;

      (5) Approving any sale, transfer or other disposition of any asset of the Corporation constituting an alienation of Roman Catholic Church stable

      patrimony under canon law for which the approval of the Holy See is required;

      (6) Approving the acquisition, sale, lease, transfer, or other alienation of property of the Corporation, where such action is not in the usual and regular

      course of the Corporation's business and where such action deals with property with an aggregate value of $10,000 or more;

      (7) Authorizing the acquisition by the Corporation of an ownership interest in, or substantially all the assets of any other business or entity;

      (8) Approving any additional capital contribution by any member;

      (9) Approving the annual budget, capital plan, long-range strategic plan of the Corporation or any major changes in the operations of the Corporation that will

      impact the scope of services pravided by the Corporation;

      (10) Approving the merger, dissolution, consolidation or reorganization of the Corporation or the sale or transfer of substantially all of the assets of the

      Corporation;

      (11) Taking any action which would be inconsistent with the governing documents of the Corporation.

      (12) Admitting any additional members to the Corporation, except as otherwise provided for in these Bylaws; and

      (13) Settling litigation involving the Corporation

      (14) Selecting, hiring, and or terminating the Corporation’s Medical Director and EMS Director.
      TEAS, Inc bylaws Article III, Section 2(a)

  • Class B and C Members (Tippecanoe County, Lafayette, West Lafayette) -

    • “Approval of the Members. The following matters require a simple majority of affirmative votes (of the seven (7) total votes) from the Members of the Corporation without regard to class of membership

      (1) Electing and removing the Chairperson and Vice Chairperson of the Board of Directors of the Corporation; and

      (2) Approving, interpreting and changing the mission, philosophy, goals, objectives, roles or purposes, or any statement thereof, of the Corporation.

      (3) Routine approval of Board meeting minutes, activities, financial and operational reports. “
      TEAS, Inc bylaws Article III, Section 2(b)

Immediately preceding these quotes from the bylaws, in Article III, Section 1, it states: "...action by the Board of Directors on certain matters shall require, in addition to all other actions and approvals required by the Act, the Corporation's Articles of Incorporation and these Bylaws, the approval of the members of the Corporation as specified below:" and then lists those previously mentioned items.

Other Requirements of Members

  • Annual Audit of Franciscan Alliance on behalf of TEAS, Inc - "The annual audit of the operational activities of Franciscan Alliance on behalf of the Corporation shall be presented to the Chairperson and, thereafter, to the Board of Directors and members of the Corporation."
    TEAS, Inc bylaws Article VII, Section 7

  • Annual Meeting of Members - "An annual meeting of the members of the Corporation shall be held within six (6) months after the end of the Corporation’s fiscal year for the purposes of electing the directors of the Corporation and of transacting such other business as may come before the meeting. If the election of directors shall not be held on the day so designated, it shall be held at a special meeting of the members called as soon thereafter as may be convenient."
    TEAS, Inc bylaws Article II, Section 3

    • Members are supposed to receive notices of member meetings: "Notice of Meetings. Regular meetings of the members shall be scheduled for one calendar year which schedule shall be presented at the January meeting of the Board for approval. This shall serve as notification of regularly scheduled meetings. The first meeting and schedule shall occur during the month that the Corporation is incorporated. Written or printed notice of every meeting of the members, stating the place, date and hour of the meeting, shall be delivered to each member, personally, by mail, or by electronic mail by the Secretary of the Corporation at the direction of the person or persons calling the meeting, not less than ten (10) nor more than forty (40) days before the date of the meeting. When the meeting is special or when required by the Indiana Nonprofit Corporation Act of 1991 (IC 23-17-1), as amended (the “Act”), of any other law or these Bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to each member at its address shown on the records of the Corporation, with postage prepaid. Electronic mail notifications shall only be for those regularly scheduled meetings approved in advance by the members or as an additional means of notification for special meetings."
      TEAS, Inc bylaws Article II, Section 6

Denials of Public Records Requests

As such, in all of my public records requests, I've requested documents that are explicitly outlined in the TEAS, Inc bylaws as requiring the approval of the members of the corporation:

  1. Meeting minutes

  2. Operational Reports

  3. Annual Operational Audit

  4. Notices of Member Meetings


This should be straightforward, right? The bylaws of the organization say that the members of the corporation, i.e. the government units, are supposed to vote to accept all of these documents at member meetings and they're supposed to receive notices of member meetings. In order to attend a meeting, you have to get notice, and in order to vote on something, you have to receive the thing you're supposed to vote upon, right?

The problem is, not a single government unit appears to have a single record of not just these records, but any records relating to TEAS, Inc period. Every one of these records requests with regard to the members of TEAS, Inc. have been denied on the basis that no such records are in the possession of that government unit. I got a new packet today from the county attorney, denying every single other public records request with regards to records outlined to be given to the members of the TEAS, Inc corporation.

The Problem with Public Records Law

I recently spoke with someone at the Indiana Coalition for Open Government, and they informed me that it actually doesn't matter whether a government entity should have a record, it only matters whether they do actually have it in their possession. As such, taking all of this to the public access counselor currently, which I'm told has a very long backlog currently, isn't going to do anything.

There's some good news, actually

The constant deflection I get when talking to Commissioner Murtaugh is that he'd love to provide information, but he's afraid that the records are confidential, and cannot give away the corporation's records just because he's in possession of them as a director of TEAS, Inc, and that it probably needs to go through the public access counselor for a decision. Maybe his sentiment is real, maybe it's not, but it's not actually a defense any longer.

Indiana Code 23-17-27-2(a), at https://iga.in.gov/laws/2026/ic/titles/23#23-17-27-2, the area of Indiana Code defining non-profit corporations, says “A member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, the records of the corporation described in section 1(e) of this chapter if the member gives the corporation written notice or a written demand at least five (5) business days before the date on which the member desires to inspect and copy.”

And so, section1(e) that was just referenced, outlines the records to be:

" (1) The corporation's articles of incorporation or restated articles of incorporation and all amendments to the articles of incorporation currently in effect.
(2) The corporation's bylaws or restated bylaws and all amendments to the bylaws currently in effect.
(3) Resolutions adopted by the corporation's board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or a class or category of members.
(4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years.
(5) Written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under section 6 of this chapter.”

This means that Tom Murtaugh (The County's Member Agent), Mayor Roswarski (Lafayette's Member Agent), and Mayor Easter (West Lafayette's Member Agent) have every right, under state law, to get every single one of these records from TEAS, Inc, since none of these records were provided to them in the first place.

All that has to happen is to convince one of them to go get them.

Other Housekeeping

  • County Financial Assistance: In the packet from the county attorney I received today, I received a report detailing the expenditures made to Franciscan, IU Health, TEAS, or TEAS, Inc by the county for the last 5 years, to confirm the provisions of the bylaws and a MOU passed by the county that outlines assistance the county is to give. It does confirm that over the last 5 years, the county has been providing $100,000 per year to TEAS.

  • Did a 7th ambulance go into service in May, as Commissioner Murtaugh said?- Still waiting to hear back on my public records request from the County Sheriff's office

Where do we go from here?

  • I'll be giving public comment at the Commissioners meeting on 7/5 to explicitly point out that they have the right to get all of these records from TEAS, Inc and since both Commissioner Murtaugh and myself have said that we'd love for more information to be public, I'm going to call on the commissioners to do what they've said they want to do and go get the records.

  • I'm going to go to both City Councils to give public comment to point out that none of these records have been provided to them by TEAS, Inc and call on them as well to go get these records in the name of transparency and accountability.

  • I'm going to go to the next County Council meeting and ask them to stop appropriating funds to TEAS until they begin routinely providing the documents to the county that they're supposed to be providing.

  • I'm waiting on a call back from the State Board of Accounts to talk to someone there about the fact that the IN Gateway https://gateway.ifionline.org lists the $100,000 going to "TEAS" rather than "TEAS, Inc" and will call out the fact that "TEAS" is only holding the money for "TEAS, Inc" and see what they have to say about potential audit of "TEAS, Inc".

  • Lastly, because every government unit has confirmed that they do not have any records whatsoever that are supposed to be provided to the members of the corporation, and the county has now officially responded saying they have no record of any annual meetings occurring, I'm going to reach out to the Attorney General's office this week to start the process of filing a complaint against TEAS, Inc, as they appear to not be holding annual member meetings, in violation of Indiana Code.