ARTICLE I: NAME, INCORPORATION AND OFFICERS
Section 1. Name
- The name of this organization is "The American CranioSacral Therapy Association, Inc." (hereinafter referred to as the "ACSTA" or the "Association").
- The name and its logo (graphic image, insignia or emblem) are registered trademarks, the property of the ACSTA and can be used only as designated by the Association.
ARTICLE II: PURPOSE
The purposes of the ACSTA shall be to:
- promote the independence of CranioSacral Therapy as a freestanding healthcare profession;
- advance the science and art of CranioSacral Therapy and related techniques;
- raise the standards of the CranioSacral Therapy profession;
- promote a spirit of cooperation and exchange of ideas and techniques among its members;
- protect and preserve the rights of its members;
- assist the membership in licensure, regulation and healthcare issues as appropriate to local need;
- support appropriate educational and competency standards for providers for the wellness of our clients;
- integrate CranioSacral Therapy into state and national healthcare systems;
- promote legislation that supports and upholds, and oppose legislation that harms and damages the CranioSacral Therapy profession;
- gain respect and confidence of all professionals and the public in general;
- advocate the rights and interests of persons seeking CranioSacral Therapy as healthcare; and
- conduct any other activity in connection with the purposes stated in this Article and to undertake such other desirable activities as the Board of Directors may determine.
ARTICLE III: MEMBERSHIP
Section 1. General Eligibility
- Any person meeting the qualifications of a membership classification set forth in these bylaws is eligible for membership in the Association.
Section 2. Membership Classification and Qualifications
Membership in the Association shall be divided into two classifications:
Within this classification, there are two possibilities:
- CranioSacral Therapy Members; those who have attended formal CranioSacral Therapy training.
- Healthcare Practitioners who have not yet attended formal CranioSacral Therapy training.
- Non-Healthcare Practitioners
Section 3. Members In Good Standing
- Shall meet the qualifications for membership in one of the membership classes.
- Shall pay the annual membership fee set by the Board of Directors.
- Shall uphold the Association Bylaws, the Standards of Practice and Code of Ethics endorsed by the Association.
Section 4. Membership Benefits
- Members' rights and privileges shall begin at the time ACSTA determines an application is in order and all dues and fees are paid.
Section 5. Rights and Privileges of Members in Good Standing
All members of the ACSTA shall be entitled to:
- serve on a committee of the Association.
- submit resolutions and motions to the Agenda of the Board of Directors.
- receive notices, newsletters and other publications which the Board of Directors designates as membership benefits;
- receive a membership certificate upon joining ACSTA; and
- have their name listed as an ACSTA member in appropriate listings or publications.
Section 6. Maintenance and Renewal of Membership
Requirements for maintaining or renewing membership include:
- payment of dues; and
- good standing with the Association
Section 7. Disciplinary Action
- The Association shall expel from membership or otherwise discipline any member who is not in good standing. Complaints to the effect that a member has violated the Bylaws, Standards of Practice or Code of Ethics shall be processed in accordance with the Association procedural policy on disciplinary action.
For any cause other than nonpayment of dues, a vote for expulsion shall occur only after the defendant member has:
- been notified of the complaint for expulsion and;
- been given reasonable opportunity for defense.
- Members of any classification may be expelled from membership by a two-thirds vote of a designated Judiciary Committee.
- Any member expelled may appeal the expulsion decision to the Board of Directors. Any reversal of an expulsion by the Board of Directors shall be by a two-thirds affirmative vote.
Section 8. Dues
Membership dues shall be determined by the Board of Directors for each classification of membership described in the Bylaws.
ARTICLE IV. MEETING OF MEMBERS
Section 1. Meeting
- The date, location and agenda member meetings shall be decided by the Board of Directors.
- The meetings will be a forum for reports to the membership and discussion issues raised by the membership.
- An official publication of the Association shall list the place, day and hour of the meetings at least 90 days prior to the meetings.
ARTICLE V. BOARD OF DIRECTORS
Section 1. Composition
- The Board of Directors will be composed of members that are representative of the organization as a whole.
Section 2. Appointment
- The Board of Directors will be appointed by the incorporators based upon the shared interest in the development of the Association.
- The Board of Directors will conduct the business and affairs of this Association, who shall number not less than 5, or more than 15 members.
Section 3. Terms of Office
- The Board of Directors will serve as directors for 5 years or until their successors are chosen.
- Any vacant position on the Board of Directors will be filled by the Board.
- Any member of the Board may be removed by a two-thirds vote of the Board of Directors.
- When the number of members of the Board is so decreased, each Director in office shall serve until his term expires or until his resignation or removal.
- Any member of the Board may resign at any time by giving written notice of such resignation to the Board.
Section 4. Functions
The affairs of the Association will be managed by the Board of Directors in accordance with the purposes as set forth in the Bylaws. The Board of Directors, whose members are empowered to do the following:
- Conduct the business of the Association between annual meetings.
- Oversee the annual financial audit, budget and financial reports.
- Perform strategic planning and develop the long and short term goals and vision of the Association, in accordance with the mission of the Association.
- Appoint committee chairs and approve committee members.
- Create ad hoc committees and task forces as needed.
- Elect officers to the Executive Committee.
- Appoint members to the Board of Directors who represent the general public.
- Appoint President.
- Appoint Advisory Panel.
Section 5. Meetings of the Board of Directors
- Meetings of the Board may be called by either the President or a majority of the Board at such place as the Board may designate, not less than annually.
- At all meetings of the Board, the President or Vice President, or in their absence, a Chairman chosen by the Board shall preside.
- Notice of all meetings of the Board, except as otherwise provided, shall be given at least three (3) days written notice delivered personally or sent by telegram/ facsimile/electronic mail to each Director at his address as shown by the records of the corporation, but such notice may be waived by any member of the Board. If mailed, seven (7) days notice shall be given and such notice shall be deemed to be delivered when deposited in the United States mail.
- A quorum of the Board must be present in order for any business of the Board may be transacted.
- Meeting may be held by telephone conference.
- An absent Director may join in the action of a meeting by signing and concurring in the minutes thereof and such a signing shall constitute the presence of such parties for the purpose of determining a quorum.
- Special Meetings of the Board of Directors may be called at the request of the President or two-thirds of the Board of Directors.
- Notice of the place, date, time and agenda of each special meeting the Board of Directors will be given at least three (3) days notice.
Section 6. Board Action Without a Meeting of the Board
- Any Board action may be taken without a meeting, without prior notice and without a vote if the action is taken by the Directors having not less than the minimum number of votes necessary to authorize such action at a meeting at which all members entitled to vote on such action were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving Directors having the requisite number of votes and entitled to vote on such action, and delivered to the corporation, its corporate secretary, or another officer or agent of the corporation having custody of the book in which proceeding of meetings of members are recorded. Delivery may be by telecopy, facsimile or electronic mail. Written consent shall not be effective to take the corporate action referred to in the consent unless the consent is signed by Directors having the requisite number of votes necessary to authorize the action within 60 days of the date of the earliest dated consent and is delivered in the manner required by this section.
- Any written consent may be revoked prior to the date that the corporation receives the required number of consents to authorize the proposed action. A revocation is not effective unless in writing and until received by the corporation at its principal office or received by the corporate secretary or other officer or agent of the corporation having custody of the book in which proceedings of meetings of members are recorded.
- Within ten (10) days after obtaining such authorization by written consent, notice must be given to those Directors who are entitled to vote on the action by who have not consented in writing. The notice must fairly summarize the material features of the authorized action.
- A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
- Whenever action is taken pursuant to this provision, the written consents must be filed with the minutes of the corporation.
Section 7. Quorum
A majority of the Board members then in office shall constitute a quorum for the transaction of any Board business.
Section 8. Compensation
Members of the Board of Directors and officers of the Association may receive compensation as approved by the Board. Board members also may receive a reasonable per diem when they travel on Board business.
ARTICLE VI. OFFICERS AND EXECUTIVE COMMITTEE
Section 1. Number
- The officers of the Association shall be the President, Vice President, Secretary and Treasurer and such other officers with such powers and duties not inconsistent with these ByLaws as may be appointed and determined by the Board of Directors. More than one office, except those of President and Vice President may be held by the same person.
Section 2. Election and Term of Office
- The President shall be elected by the Board from among their number and the other officers shall be elected by the Board from among such persons as the Board deems appropriate.
Section 3. Vacancies
- In case any office becomes vacant by death, resignation, retirement, disqualification or any other cause, the majority of the Board then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the election and qualification of his successor.
- Vacancies may be filled and new offices created and filled at any meeting of the Board of Directors.
Section 4. Quorum
- A majority of Executive Committee members then in office will constitute a quorum of the Executive Committee.
Section 5. Function of Executive Committee
The responsibilities of the Executive Committee shall be to:
- Conduct the ongoing business of the Association during the time periods between meetings of the Board of Directors; with the exception that the Executive Committee does not have the power to amend the Bylaws.
- Organize and oversee the Standing Committee as needed with the approval of the Board of Directors.
- Send the minutes of the Executive Committee meeting to the Board of Directors in a timely manner.
- Provide guidance for the Advisory Panel.
Section 6. Officers and Duties
- President: The President shall preside at all meetings of members and of the Board and shall have and exercise general charge and supervision of the affairs of the corporation. The President may be the paid Chief Executive Officer of the Corporation.
- Vice President: At the request of the President, or in the event of his absence or disability, the Vice President shall perform the duties and possess and exercise the powers of the President. To the extent authorized by law the Vice President shall have such other powers as the Board may determine and shall perform such other duties as may be assigned by the Board.
- Secretary: The Secretary will act as secretary at all meetings of the Board of Directors and annual meetings. The Secretary will oversee the minutes of all meetings of the Association and all correspondence and notices of the Association at the direction of the Board of Directors.
- Treasurer: The Treasurer will oversee all financial records, reports, audits and budgets of the Association at the direction of the Board of Directors.
ARTICLE VII. COMMITTEES
The Board of Directors will establish the following Standing Committees, specify the composition and authority of each Standing Committee and assign projects to the committees.
- Membership Committee: Oversees the recruitment activities; reviews membership applications, manages membership services and benefits; and acts as a liaison between members and the Association.
- Judiciary Committee: Handles disciplinary matters; issues interpretations of the Association Bylaws, Membership Policy and Code of Ethics.
- Financial Committee: Manages the Association's finances; audits the prior year's fiscal records; reviews the Executive Director's proposed budget for the coming fiscal year and makes recommendations regarding the same to the Board of Directors.
- Standards Committee: Makes recommendations to the Board of Directors as to professional standards of practice of each of its members.
- The Board may establish Ad Hoc Committees and Task Forces as needed.
ARTICLE VIII. ADMINISTRATION
Section 1. Executive Director/President (Referred to as "CEO")
- The Board of Directors shall employ a CEO and other necessary administrative staff to manage the day-to-day affairs of the Association.
- The CEO will be accountable for the administration of the Association, including finances, personnel, program planning and implementation, and membership lists.
- The CEO is bound to compliance with the Association Articles of Incorporation, Bylaws, Policies and Procedures and Code of Ethics.
- The CEO will report periodically to the Board of Directors regarding the Association Affairs.
- A written contract will be executed with the CEO which will fix the compensation and include provisions for annually reviewing performance in accord with established goals of the Association.
ARTICLE IX. FINANCE
Section 1. Finance
The annual audit, budget and financial reports to the membership will be overseen by the Finance Committee and approved by the Board of Directors.
Section 2. Fiscal Year
The fiscal year is the calendar year.
ARTICLE X. PARLIAMENTARY AUTHORITY
The rules contained in the latest edition of Robert's Rules of Order shall govern the ACSTA in all cases to which they are applicable and in which they are not inconsistent with the Articles of Incorporation and these Bylaws and any special Rules of Order the ACSTA may adopt.
ARTICLE XI. AMENDMENT OF BYLAWS
Bylaw amendments may be proposed and adopted by the Board of Directors at any meeting of the Board.
ARTICLE XII. NON-DISCRIMINATION CLAUSE
The American CranioSacral Therapy Association prohibits preferential or adverse discrimination on the basis of race, creed, color, gender, age, national or ethnic origin, marital status, religion, sexual orientation, or handicap in all areas including, but not limited to, its qualifications for membership, rights of members, policies, programs, activities and employment practices.
ARTICLE XIII. DISSOLUTION CLAUSE
Should the corporation be dissolved for any reason, the remaining assets shall be distributed for purposes within the scope of the Internal Revenue code, Section 501 (c) (6), or any amendment thereto, and in accordance with the corporation statutes of the State of Florida.