University of Michigan Flint

MICHIGAN PHYSICAL THERAPY ASSOCIATION, INC.

NORTHEASTERN DISTRICT

Draft November 2004 BYLAWS

ARTICLE I - NAME:

The name of the organization is the Northeastern District (hereafter referred to as the District) of the Michigan Physical Therapy Association (hereafter referred to as the Chapter), which is a Chapter of the American Physical Therapy Association (hereafter referred to as the Association). The territorial area of the District shall include the following counties: Cheboygan, Presque Isle, Otsego, Mount Morency, Alpena, Crawford, Oscoda, Alcona, Roscommon, Ogemaw, Iosco, Gladwin, Arenac, Midland, Bay, Huron, Saginaw, Tuscola, Sanilac, Shiawassee, Genesee, Lapeer, and Isabella.

ARTICLE II: OBJECT

The object of the District shall be the object of the Chapter as stated in the chapter bylaws which is the object of the Association as stated in the Association Bylaws.

ARTICLE III: FUNCTIONS

The functions of the District shall be the same as the Chapter which hall be the same as the functions of the Association as established in its Bylaws. In addition, the District shall:

A. Provide a smaller and more intimate organization by which association members may exercise their

rights and duties as outlined in the Chapter and Association Bylaws.

B. Provide for opportunities for continuing education and the dissemination and exchange of information

relating to physical therapy.

C. Promote provision of quality physical therapy services to citizens within the district in the state of

Michigan.

ARTICLE IV - MEMBERSHIP:

Section 1. Categories and Qualifications of Members

The District membership categories and qualifications for Active, Active-Student, Life, Affiliate, Life Affiliate, Student, Student Affiliate, Retired Active, and Retired Affiliate shall be the same as those of the Chapter and Association.

In addition, the District recognizes the Chapter Corresponding Member category with rights privileges as stated in the Association bylaws (Article V, Section 1.D.8).

Section 2. Rights and Privileges of Members

The rights and privileges for the District’s members shall be identical to those established in the Chapter and Association’s Bylaws.

Section 3. Admission to Membership

Admission to District and Chapter membership is by assignment by the Association's Board of Directors.

Section 4. Ethics

The Code of Ethics, Guide for Professional Conduct for the Physical Therapist and the Guide for Conduct of the Affiliate Member of the American Physical Therapy Association, as it now exists and as it may hereafter be amended, shall be the code of ethics and guidelines for the membership of this District, and shall be binding on the membership of this District as though incorporated into these Bylaws.

Section 5. Good Standing

An individual member is in good standing within the meaning of these bylaws if the member is in good standing in the Chapter and Association.

Section 6. Disciplinary action

A. Any member of the District who is suspended by the Chapter or Association shall have his or her membership privileges suspended in the District. Any member who is expelled from membership in the Chapter or Association shall be expelled from District membership.

B. Complaints to the effect that a member has violated the ethical principles or standards of the Association shall be processed in accordance with the Association's Procedural Document of Disciplinary Action.

Section 6: Reinstatement

Individuals are reinstated to District membership in accordance with the Chapter and Association's Standing Rules. The District or Chapter may not charge a reinstatement fee.

ARTICLE V: MEETINGS

Section 1. General Membership Meetings

There shall be a minimum of two (2) general membership meetings of an educational, social, and informative nature per year. The dates for these meetings will be decided by the Board of Directors at the last meeting of the calendar year. Notice of these meetings shall be posted on the District and Chapter web pages at least two (2) weeks prior to the meeting date.

Section 2. Quorum

A quorum shall consist of those voting members present at any membership meeting.

ARTICLE VI: OFFICERS

Section 1. Composition

The officers of this District shall be the Chairperson, Vice-Chairperson, Secretary, Treasurer, and immediate Past-Chairperson and Chair-elect.

Section 2. Term

The Secretary shall be elected to a serve two year term beginning in the even numbered years. The Vice-Chairperson, Treasurer and Chair-elect shall be elected in the odd numbered years. The Vice-Chairperson and Treasurer to serve two years beginning in the odd numbered years. The Chair -elect to serve a one year term as chair-elect in the odd numbered years then to take office as Chair to a serve two year term beginning in the even numbered years. No officer may serve more than two consecutive complete terms in the same office. The newly elected officers shall assume their duties on January 1, following election. The Past-Chairperson shall serve one year following the term he or she is Chairperson.

Section 3. Vacancies

If before the expiration of the term for which elected, the Chairperson dies, resigns, is removed or becomes disqualified, the Vice-Chairperson shall succeed to the office for the unexpired portion of the term, pursuant to qualifications of office as stated in Article 5, Section 5. Vacancies created by death, resignation, removal or disqualification of other officers shall be filled by appointment of the District Board of Directors for the unexpired portion of the term.

Section 4. Removal of Officers

An officer can be removed from office by unanimous vote of the District’s Board of Directors, with the exception of the Officer in question, for dereliction of duties. The Board shall follow the due process procedures outlined by the latest edition of “Robert’s Rules of Order Newly Revised”.

Section 5. Qualifications of Officers

Only such members of the District who are active, active-student, life, affiliate, retired active, retired affiliate and life affiliate members in good standing and have been such for at least two (2) years immediately prior to the election and who have consented to serve, shall be eligible for election or appointment to all offices excluding the chairperson. Only members who have been District members for at least the past two (2) years immediately prior to the election and who have consented to serve shall be eligible for election to the position of Chairperson. The Past Chairperson shall be the immediate past Chairperson.

Section 6. Duties of Officers

A. The Chairperson shall:

1. Serve as the official head and public spokesperson of the District.

2. Preside at all meetings of the District and its Board of Directors and any other convened meeting of the membership.

3. Be an ex-officio member of all committees and task forces except the Nominating Committee.

ARTICLE VII: BOARD OF DIRECTORS

Section 1. Composition

The Board of Directors shall consist of the five elected officers and the immediate Past-Chairperson, who shall be the voting members, and chairperson of Standing and Ad Hoc Committees, who may speak but not make motions or vote.

Section 2. Meetings

There shall be a minimum of two (2) District BOD meetings each year called for by the Chairperson. These meetings may coincide with general membership meetings. Notice of the meetings shall be sent to the members of the Board at least two (2) weeks prior to the meeting date.

Section 3. Duties of the Board of Directors

The Board of Directors shall:

A. Carry out the mandates and policies of the District as determined by the membership.

B. Have full power and complete authority to perform all acts and to transact all business for and on behalf of the District subject to provisions of these bylaws, Chapter and Association bylaws and all resolutions and enactments of the Membership.

C. Meet at least two (2) times a year. The presence of one-half (½) of the members shall constitute a quorum. The Chairperson may call a special meeting of the Board of Directors and must call a special meeting on written request of three (3) members of the Board. Notice of all meetings shall be either mailed or electronically transmitted to all members of the Board of Directors no later than ten (10) days before the date fixed for the meeting.

D. Direct the activities of the District Committees.

E. From time to time as needed, appoint advisory Committees comprised of District members and/or non-members, and of not less than three (3) individuals.

F Appoint the chairperson of, and direct the activities of, Ad Hoc Committees as needed and appoint a person or persons to meet specific objectives in which the person or persons are sanctioned to officially represent the District.

G. Make an annual written report to the at the January meeting of the District, and at any other meeting

as requested by the Board of Directors.

H. Bring before the members for their information, opinion and/or vote, communications from th

Chapter and Association.

I. Be responsible for District Activities in the areas of: Professional Development, Liaison with student

members and all formal education programs concerned with the field of physical therapy in the

District, Public Information, Health Promotion, District Bylaws and Procedures, Legislation, State and

Federal as requested by the Chapter, and District Communications such as the District Webpage and

Publications

Section 4. Quorum

A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business of all Board meetings.

ARTICLE VIII - DISTRICT COMMITTEES

Section 1. Committees of the District

Besides such other committees as shall be created by the Board of Directors, the Board shall elect or appoint the following:

A. Nominating Committee

1. The Nominating Committee shall consist of three (3) elected members and one (1) member shall serve as Chair of the Committee. Each member shall serve a term of two (2) years. The Chair of the committee shall represent the District on the Chapter Nominating Committee elected to a two (2) year term to begin serving in the odd numbered years. Members of the Association who are either active or affiliate members in good standing and who have consented to serve, shall be eligible for election or appointment to the committee. No member shall serve more than two (2) consecutive complete terms.

a. The Nominating Committee shall:

1. Provide nomination forms to the membership to nominate candidates for the offices to be filled during the upcoming year no later than August 1 of each year.

2. By the first (1) day of October each year, mail or electronically transmit ballots to the membership to elect candidates for the offices to be filled during the upcoming year.

3. Establish a Teller Sub-committee. The teller sub-committee shall be a minimum of two (2) members of the nominating committee. The sub-committee shall be responsible for opening and counting the returned ballots and preparing a teller’s report of the vote for the Chairperson.

B. Student Liaison Committee

1. Student Liaison Committee shall consist of one (1) elected member whom shall serve as Chair of the Committee and two (2) appointed members. Each member shall serve a term of two (2) years. The Chair of the committee shall represent the District on the Chapter Student Relations Committee for a two (2) year term to begin serving in the odd numbered years. Members of the Association who are either active or affiliate members in good standing and who have consented to serve, shall be eligible for appointment to the committee. No member shall serve more than two (2) consecutive complete terms.

a. The Student Liaison Committee shall provide to the district student membership a route for communication and participation in activities undertaken by the Chapter Student Relations Committee

C. Vacancies - Vacancies on committees shall be filled by appointment by the Board of Directors until the next District election at which time an election to fill the unexpired portion of the term shall be held.

Section 2. All Other Committees of the District

Such other committees, standing or special, may be appointed by the Chairperson, with the approval of the Board of Directors, as the District or Board of Directors deems necessary to carry on the work of the District.

ARTICLE IX - DELEGATES TO THE HOUSE OF DELEGATES:

Section 1. Selection or Election and Term

A. The District Chairperson shall serve as a District, Chapter Delegate

B. If the District Chairperson as a Chapter Delegate is unable to the annual session, the Chapter Chief Delegate is empowered to appoint alternate delegates or apportion their votes among the other members of the delegation who are present.

Section 2. Qualifications

A. Only active members may serve as Chapter Delegates to the House of Delegates. Only active members who have been association members in good standing for two (2) years immediately preceding that session of the House of Delegates may serve as an active Chapter Delegate.

B. Only active members who have been Association members in good standing for four (4) years immediately preceding that session of the House of Delegates, and who have been delegates at least three (3) times previously, may serve as Chief Delegate.

C. A Chapter delegate may not in the same year serve as a section delegate.

Section 3. Duties

A. The District, Chapter Delegate (District Chairperson) shall:

Section 4. Vacancy

If before the expiration of the term for which he/she was elected the Chairperson who serves as the District Chapter Delegate dies, resigns, is removed, or otherwise becomes disqualified, the position shall be filled by appointment of the Board of Directors for the unexpired portion of the term.

ARTICLE X - ELECTIONS:

Section 1. Elected Positions, Ballots and Process

The Officers, and Nominating Committee Chair and nominating committee members shall be elected by either mail or electronically transmitted ballot and the nominees with the highest number of votes will be declared elected. The ballot shall be either mailed or electronically transmitted thirty (30) days prior to the deadline date for the return of the ballot. The election shall be completed by the first (1) day of December each year. Results of the election must be forwarded to the Chapter as required by the Chapter.

Section 2. Results

Results of the election must include:

1. The number of votes cast.

2. The number of votes cast for each eligible candidate.

3. The number of illegal votes and the reason thereof.

ARTICLE XI - FINANCES:

Section 1. Fiscal Year

The fiscal year of the District is congruent with the Chapter and shall be January 1 through December 31.

Section 2. Limitations and Expenditures

No officer or committee shall expend any money not provided in the budget as adopted, or spend any money in excess of the budget allotment, except by order of the District’s governing body. The governing body shall not commit the District to any financial obligation in excess of its current financial resources.

Section 3. Member Reinstatement

Any member whose good standing membership has been revoked by the association for nonpayment of dues or assessments may be restored to good standing membership with payment of all dues and assessments for the current fiscal year. There is no reinstatement fee.

Section 5. Financial Reports

The District shall submit its annual financial statements, and audit report to the Chapter when and as directed by Chapter BOD.

ARTICLE XII - MEMBERSHIP MEETINGS:

Section 1. Number

The Chapter shall hold a minimum of two (2) regular meetings of the District membership during the fiscal year for the conduct of business with attendance limited to District members and invited guests approved by the District officers. Notice of meetings shall be either mailed or electronically transmitted to the members no later than thirty (30) days prior to the meeting. The Chairperson of the District shall officiate these meetings.

Section 2. Quorum

A quorum for regular business meetings shall consist of twelve (12) members present plus at least two (2) officers.

Section 3. Methods of Voting Between Meetings

A. When a decision is needed between meetings of the District, provisions may be made by the Board of Directors for a mail vote or electronically transmitted vote.

ARTICLE XIII - DISTRICT

Section 1. Formation

Section 2. Dissolution

A. A district which fails to comply with Chapter policy or bylaws may be abolished. The Board of

Directors shall have the power so to act only after giving the District timely notice of the charges

against it and opportunity to be heard in its own defense, only if the judgement of forfeiture is

supported by at least two-thirds (2/3) of the members of the Board of Directors. A district so

abolished shall have the right to appeal to the Chapter membership at its next annual meeting following

the decision of the Board. The decision of the membership shall be final. A district may voluntarily

dissolve itself if two-thirds (2/3) of its voting members approve the dissolution.

B. In the event that a district is abolished or dissolved, all property and records of whatever nature in the possession of the district shall, after payment of its bona fide debts, be conveyed to the Chapter.

Section 3. Obligations

A. Further the functions of the Chapter as set forth in the Chapter and District bylaws.

B. Conduct the affairs of the district in accordance with the policies and procedures set forth in its bylaws.

C. The district shall hold a minimum of four (4) meetings annually (a minimum of two (2) regular meetings

and two (2) BOD meetings.

D. A written report from each district shall be presented at the annual Chapter meeting and at other times

on the request of the Chapter Board of Directors

Section 4. Limitations

A. Districts shall be subject to the bylaws and policies of the Association and the Chapter. Districts shall

not establish dues. No District shall profess or imply that it speaks for or represents the Chapter or

members other than those currently holding membership with the District unless authorized to do so in

writing by the Chapter Board of Directors. Districts shall not obligate the Chapter for any debts unless

the District has been specifically authorized in writing by the Chapter Board of Directors to act on

In addition to these Bylaws, the District is governed by the Chapter and Association Bylaws and Standing Rules, and by the Association, House of Delegates, and Board of Directors policies.

The rules contained in the current edition of "Robert's Rules of Order Newly Revised" shall govern the District, in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the District or Chapter may adopt.

These bylaws may be amended in whole or part only by a mailed or electronically transmitted vote and by two-thirds (2/3) vote of those responding in the affirmative. A copy of the proposed amendments must be sent by mail or electronic transmission to all Active, Affiliate, Retired Active, Retired Affiliate, Life, and Life Affiliate members at least thirty (30) days prior to the date set for return thereof.

All revisions or bylaw amendments must be consistent with the Articles of Incorporation of the Chapter and must be submitted to the Board of Directors of the Chapter and written approval received before the bylaws may be considered to be in effect.

When Association or Chapter bylaws have been amended so as to require amendment of the District bylaws, the Vice Chairperson shall establish and Chair an Ad Hoc Bylaws and Procedures Committee to prepare the necessary amendments and submit them to the District Board of Directors for approval. The amended bylaws shall then be sent to the Chapter Board of Directors for approval. Upon final approval of the Chapter in writing, the amendments will automatically be in effect, and will not require a vote by the District membership.