AFMTE Bylaws

BYLAWS OF THE ALLIANCE FOR MASSAGE THERAPY EDUCATION

Article I – Name

Article II – Office

Article III – Objects and Purposes

  • Section 1.  General
  • Section 2.  Mission
  • Section 3.  Goals
  • Section 4.  Vision

Article IV – Membership

  • Section 1.  Membership Categories
  • Section 2. Qualification and Admission
  • Section 3.  Rights of Members

Article V – Meetings and Election of Directors

  • Section 1.  Annual Meeting
  • Section 2.  Nominations and Elections

Article VI – Board of Directors

  • Section 1.  General Powers
  • Section 2. Composition
  • Section 3.  Eligibility and Term
  • Section 4. Conduct of Business

Article VII – Officers

  • Section 1.  Duties
  • Section 2.  Election and Term of Office
  • Section 3.  Qualifications
  • Section 4. Vacancies in Office
  • Section 5. Removal
  • Section 6. Executive Committee

Article VIII – Committees

  • Section 1.  Standing Committees
  • Section 2.  Leadership Development Committee   
  • Section 3.  Special Committees

Article IX – Contracts and Finance

  • Section 1. Fiscal Year
  • Section 2. Contracts
  • Section 3. Loans
  • Section 4. Deposits
  • Section 5. Salaries and Reimbursements
  • Section 6. Checks, Drafts, and Payments

Article X – Amendment to the Bylaws

  • Section 1.  Two-thirds Majority Required
  • Section 2.  Notice
  • Section 3.  Certification
  • Section 4.  Effective Date

Article XI – Miscellaneous Provisions

  • Section 1.  Conflict of Interest
  • Section 2. Indemnification
  • Section 3. Dissolution

BYLAWS OF THE ALLIANCE FOR MASSAGE THERAPY EDUCATION, INC.

(Adopted May 18, 2010; Amended:  January 26, 2011; January 3, 2012; February 7, 2012; February 2, 2013; March 23, 2015, July 25, 2015, August 29, 2016)

Article I – Name

As stated in its Articles of Incorporation, the name of the Corporation is the Alliance for Massage Therapy Education, Inc., hereinafter referred to as the “Alliance”.

Article II – Office

The location of the principal office of the Alliance shall be at a place designated by the Board of Directors.

Article III – Objectives and Purposes

Section 1. General

The objectives and purposes of the Alliance are as stated in the Articles of Incorporation.

Section 2. Mission

The Alliance for Massage Therapy Education serves as an independent voice, advocate, and resource for the massage therapy and bodywork education community.  

Section 3. Goals

The goals of the Alliance are to:

  •   Promote National Teacher Education Standards and Core Competencies that guide and inform the effective teaching of students and professionals, and that lead to credentialing of all massage therapy teachers in entry level programs, and for massage and bodywork teachers at all levels.
  •   Advocate for the interests of members in dealings and collaborations with other stakeholder organizations, governmental agencies, and regulatory bodies.
  •   Provide educational opportunities and resources to support member schools, teachers, and continuing education providers in implementing teaching standards.
  •   Strengthen and improve massage therapy and bodywork education by providing information and educational opportunities to institutions, administrators, teachers, and continuing education providers.
  •   Facilitate access to massage therapy and bodywork education, from entry-level training through Professional studies past entry-level training.
  •   Promote curriculum and management standards for schools.
  •   Provide a forum for fellowship, fun, and support.

Section 4.  Vision

Working from the principle that education forms the foundation of a profession, our vision is to support, strengthen, and elevate educational practices and standards in massage therapy and bodywork.  We will strengthen and improve the field of massage and bodywork by credentialing or supporting the credentialing of instructors in both entry-level training programs and post-graduate studies.  The Vision of the Alliance is: a credentialed instructor in every massage and bodywork class.

Article IV – Membership

Section 1.  Membership Categories.

Members of each of the following categories have voting rights and privileges.

  • School
  • Defined as institutions offering entry-level training programs in massage, bodywork, and somatic therapies.
  • Teacher/Administrator
  • Defined as instructors or administrators in a school or an organization.
  • CE Provider
  • Defined as those individuals, businesses, or institutions whose primary instructional activity is offering post-graduate training.

Allied

  • Defined as companies that provide products and services to the education sector, as well as other stakeholder organizations in the massage therapy field that wish to support the work of the Alliance.

Supporter

Defined as individuals who support the work of the Alliance. Supporting members are NOT teachers, school owners/administrators, or CE Providers, but wish to be support the mission of the AFMTE.

Section 2.  Qualification and Admission.

All candidates for membership shall submit an application with the required dues, and shall agree to comply with the Bylaws and the Code of Ethics of the Alliance. Membership shall be granted if the candidate meets all requirements.

Section 3.  Rights of Members.

  1. All Members:
  2. May attend meetings of the Alliance as described in Article V,  and receive all products and services identified as member benefits.
  3. May serve on any committees, and serve as chair of any committees except for the Finance Committee (which is chaired by the Treasurer).
  4. May serve on the Board of Directors.
  5. May participate in discussions at the Annual Business Meeting, and vote on referenda and proposals as brought forth by the Board of Directors at the Annual Business Meeting.
  6. Schools, CE Providers, and Allied Members must select one representative from their organization to represent their interests in the Alliance.

Article V – Meetings and Election of Directors

Section 1.  Annual Meeting.

The Alliance shall have an Annual Membership Meeting at a time and place as determined by the Board of Directors. Notice of meeting shall be conveyed by mail or electronic means to each member at least 30 days prior to the meeting date.

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall guide the proceedings of the Alliance in all cases to which they are applicable.

Section 2. Nominations and Elections.

  1. Board of Directors (also referred to herein as “BOD”)
  2. The Leadership Development Committee shall oversee and seek nominations from School, Teacher, Allied, and CE members and shall present a slate of qualified candidates according to current Policies and Procedures. No name shall be placed into nomination without the consent of the nominee.
  3. Elections shall be conducted annually by ballot, whether at the Annual Membership Meeting, or by a secure system delivered by mail or electronic means per Policies and Procedures. Directors shall be elected by a plurality of votes cast.
  1. Leadership Development Committee
  2. A slate of candidates shall be put forth by the current Leadership Development Committee following a request for applications and a vetting process.
  3.  Elections shall be conducted annually by ballot, whether at the Annual Membership Meeting, or by a secure system delivered by mail or electronic means.  Leadership Development Committee members shall be elected by a plurality of votes cast.

Article VI – Board of Directors

Section 1.  General Powers.

  1. The affairs and properties of the Alliance shall be controlled and managed by a Board of Directors, consisting of elected members in accordance with the provisions of applicable law, the Articles of Incorporation, and these Bylaws.
  2. Consistent with this authority, the BOD shall:
  3. Create strategic plans to carry out the mission and goals of the Alliance.
  4. Adopt policies and maintain a procedures manual.
  5. Adopt and provide oversight to an annual budget.
  6.   Approve staffing decisions and oversee staff.
  7. Approve the appointment of committee chairs made by the President.
  8. Approve the committee members as presented by the committee chair.
  9. Present an annual report to the Membership.
  10. Amend, alter, or repeal the Bylaws of the Alliance.
  11. Alter or change the name of the Alliance.
  12. Amend the Articles of Incorporation of the Alliance.
  13. Adopt a plan of merger or adopt a plan of consolidation with another organization.
  14. Authorize the sale, lease, or mortgage of all or substantially all of the property and assets of the Alliance.
  15. Authorize the voluntary dissolution of the Alliance or revoke proceedings thereof.

Section 2.  Composition.

  1. The BOD shall be comprised of no less than seven and no more than nine voting members, with:
  2. Two Directors, who shall be from the School Member category;
  3. Two Directors, who shall be from the Teacher Member category;
  4. Two Directors, who shall be from the Continuing Education (CE) Provider Member category; and
  5. Three Directors-at-Large, who may be from the School, Teacher or CE Provider, or Allied Member category.
  1. There shall be no more than one Director serving at any time representing the same School, CE Provider, or Allied Member.
  2. There may be ex-officio members of the BOD who shall have a voice at meetings but no vote, per Policies and Procedures.

Section 3.  Eligibility and Term.

  1. Directors shall be members in good standing at the time of their nomination and election to the BOD.
  2. If a Director who is representing a School or CE Provider Member leaves his/her position with that institution, he/she may complete his/her term as Director, but shall not be eligible for re-election unless he/she is representing another institution at the time when nominations and elections are held for that seat.
  3. No member of the BOD shall concurrently hold an elected or appointed office in a state or national association, regulatory agency, or accrediting agency that, in the opinion of the Board of Directors, would result in potential, perceived or actual conflict of interest with the Alliance.
  4. Directors are elected to a two-year term. Board  members shall serve in accordance with terms defined in the Policy and Procedures Manual.
  5. Directors shall take their seat on the BOD at the first BOD meeting after election.

Section 4.  Conduct of Business.

  1. A majority of the BOD shall constitute a quorum for official business. If there are vacant seats on the BOD, the quorum shall be calculated based on the current number of sitting Directors. Ex-officio members are not counted for the purpose of establishing a quorum.
  2. The BOD shall hold at least six meetings per year, one of which shall be considered the Annual Meeting. This meeting shall coincide with the date of the Annual Membership Meeting of the Alliance. Meetings may be called by the President, or in the absence of the President, by the Vice-President, upon the initiative of such officer or upon the request of two members of the BOD.
  3. Executive Session: The BOD may meet in Executive Session only for discussion and resolution of personnel matters, legal matters, transactions involving real property, matters related to the status of members or Directors, or matters that public knowledge of may be harmful to the organization.

Section 5.  Removal.

The BOD may remove any Officer, Director, or committee member from his/her position by a majority vote of the BOD, as outlined in the Policy and Procedures Manual.

Article VII – Officers

Section 1.  Duties.

The Officers of the Alliance and their duties are set forth as follows:

  1. President: Shall preside at all meetings of BOD, serve as a spokesperson for the Alliance, serve as the liaison between the BOD and the Alliance’s professional staff or shall appoint an alternate director to fulfill this duty, appoint or remove chairs of Standing Committees and Special Committees with BOD approval, may serve as an ex-officio member of all committees except the Leadership Development Committee, sign contracts with the approval of the BOD, have banking privileges including signing checks, vote as needed to break a tie or ensure a quorum, and assume all powers and duties customarily incident to the office of President.
  2. Vice President: Shall assist the President, perform the duties of the President in the President’s absence, and fill any vacancy in the office of President until the next election.  
  3. Treasurer: Shall serve as the chair of the Finance Committee, shall oversee the financial affairs of the Alliance, shall have check signing authorization, shall develop an annual budget for presentation to the BOD, shall assure that quarterly financial reports are presented to the BOD, and that annual financial reports are provided to the Membership.  Will ensure that taxes are completed annually.
  4.   Secretary: Shall serve as corporate secretary and oversee maintenance of all documents and records of the Alliance and shall perform such additional duties as may be defined and directed by the BOD.
  5. Immediate Past President:  Shall assist the President and Executive Committee in an ex-officio capacity to ensure continuity of leadership as appropriate.  

Section 2.  Election and Term of Office.

Officers are elected by the BOD at the first meeting following the Annual Election of Directors by the Membership. Officers shall serve in accordance with terms defined in the Policy and Procedures Manual.

Section 3.  Qualifications.

  1. At the time of his/her nomination and election, each officer shall be a Director who is currently serving on the BOD, subject to the term limits set forth in the Policy and Procedure Manual.
  2. The President shall have served at least one year as a member of the BOD.

Section 4.  Vacancies in Office.

  1. A vacancy in the office of President shall be filled by the Vice President for the remainder of the unexpired term.
  2.   A vacancy occurring in the offices of Vice President, Treasurer, or Secretary shall be filled by appointment by the President, subject to approval by the BOD. The appointee shall serve until the next Annual Election of Officers.

Section 5.  Executive Committee.

  1. The BOD may establish an Executive Committee, which shall be comprised of the four voting officers of the BOD, who shall have a vote, and the Chief Staff Executive and the Immediate Past President, if applicable, who shall have a voice and a vote. The Executive Committee shall be charged with conducting Alliance business between BOD meetings as needed, except the authority to change ByLaws or Articles of Incorporation.
  2. The quorum and meeting notice requirements of Article VI, Section 4, herein, shall apply to the Executive Committee.
  3.   Minutes of the Executive Committee meetings shall be shared with the BOD within ten business days.

Article VIII – Committees

Section 1.  Standing Committees.

The Alliance may maintain the following Standing Committees:

  1. Education Committee
  2. Governance Committee
  3. Finance Committee
  4.   Membership Committee
  5. Strategic Planning Committee
  6. Event Planning Committee
  7. Leadership Development Committee.      

Section 2.  Special Committees.

  1. The BOD may establish special (or ad hoc) committees as needed to accomplish the mission of the Alliance.  Special committees may include subcommittees, task forces, advisory panels, focus groups, or other groups designated by the BOD.
  2. Any special committee so appointed shall limit its activities to the accomplishment of those tasks for which it was appointed, and shall have no power to act except as to such powers which are specifically conferred upon such committee by action of the BOD. Upon completion of the tasks for which such committee was appointed, it shall stand discharged.

Article IX – Contracts and Finances

Section 1.  Fiscal Year.

The fiscal year of the Alliance shall run from January 1 to December 31.

Section 2.  Contracts.

All contracts, deeds, and other legal instruments authorized by the BOD to be entered into on behalf of the Alliance shall be executed by the President.

Section 3.  Loans.

No loans shall be contracted on behalf of the Alliance, and no evidences of indebtedness shall be issued in the name of the Alliance unless authorized by a two-thirds (2/3) majority of the BOD. Such authority shall be confined to specific instances.

Section 4.  Deposits.

All funds of the Alliance not otherwise employed shall be promptly deposited to the credit of the Alliance in such bank, trust company, credit union, or other financial depository as the BOD may select.

Section 5.  Stipends and Reimbursements.

The BOD may authorize a stipend to, or reimbursement of, any Officer, Director, or any other member of the Alliance in the performance of that Officer’s or Director’s or member’s services to the Alliance.

Section 6. Checks, Drafts, and Payments.

All checks, drafts, or other orders for payment of money issued in the name of the Alliance shall be authorized by the Treasurer at the Board’s directive.

Article X –  Amendments to the Bylaws

Section 1.  Two-thirds Majority Required.

These Bylaws may be amended or repealed by a two-thirds (2/3) vote of the BOD at any regular or special meeting.

Section 2.  Notice.

Notice of the proposed amendment or repeal shall be provided by mail or electronic means to the BOD and members at least 30 days before a meeting where such changes are ratified.

Section 3.  Certification.

Any such amendment or repeal of the Bylaws shall be duly certified by the Secretary of the Alliance as to the effective date thereof and placed with the official Bylaws.

Section 4.  Effective Date.

These Bylaws, and any other subsequent amendments thereto, shall become effective upon their adoption.

Article XI – Miscellaneous Provisions

Section 1.  Conflict of Interest.

All Directors, Officers, agents, and employees are required to disclose all actual, perceived, or potential conflicts of interest in conducting the business of the Alliance. It shall be the responsibility of each individual to disclose such conflicts, and to recuse or withdraw when a conflict occurs in the discussion or action of any matter before the BOD.

Section 2.  Indemnification.

The Alliance shall indemnify present or former members of the BOD, and officers, agents, or employees of the Alliance against expenses actually and reasonably incurred by them in connection with any action, suit or proceeding to which any of them may be made a party by reason of being or having been a member of the BOD or officer, agent, or employee of the Alliance, except as to matters wherein said member or officer, agent, or employee shall be finally adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct.

Section 3.  Dissolution.

In the event of dissolution of the Alliance, the BOD shall prepare a plan for the orderly distribution of its assets. After payment of all bona fide obligations, assets shall be distributed to a succeeding non-profit corporation or to other non-profit corporations as provided in the Articles of Incorporation. In no case shall any of the assets be distributed to any private individual.

 

THIS IS TO CERTIFY that the above Amended and Restated Bylaws of the Alliance for Massage Therapy Education, Inc. were duly adopted by the Board of Directors at a meeting held on the 23rd day of March, 2015.

(Bylaws History:  Bylaws Amended January 26, 2011; January 3, 2012; February 7, 2012; February 2, 2013; July 25, 2015; August 29, 2016)

 

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