Bylaws

 

BY-LAWS OF

TENNESSEE OCCUPATIONAL THERAPY ASSOCIATION, INC.

A NON-PROFIT ORGANIZATION

(Adopted September 9, 2000)

Article I

Name

The name of the organization shall be TENNESSEE OCCUPATIONAL THERAPY ASSOCIATION, INC. (hereinafter referred to as “TOTA”).

It shall be affiliated with the American Occupational Therapy Association (hereinafter referred to as “AOTA”) in compliance with the rules and regulations set forth on the by-laws of AOTA.

It is a non-profit corporation pursuant to the Tennessee Non-Profit Corporation Act effective January 1, 1988.

Article II

Objectives

Promote professional growth and education

Enhance communication among occupational therapy proactitioners and the environment in which they practice.

Be an advocate of occupational therapy, health care and consumers in the ever-changing arena that influences the practice of occupational therapy and the well-being of those served.

Article III

Membership

Section 1. Membership Classifications. The membership of the TOTA shall be divided into six (6) classes.

Occupational Therapist: Any individual initially certified by the NBCOT (National Board for Certification in Occupational Therapy) to practice as an occupational therapist or licensed, or regulated by a stated, district, commonwealth or territory of the United States to practice as an occupational therapist and who has not had that certification, license or regulation revoked due to disciplinary action shall be eligible to be an Occupational Therapist Member.

Occupational Therapy Assistant: Any individual initially certified to practice as an occupational therapy assistant or licensed, regulated by a state, district, commonwealth or territory of the United States to practice as an occupational therapy assistant and who has not had that certification, license or regulation revoked due to disciplinary action shall be eligible to be an Occupational Therapy Assistant Member.

Occupational Therapy Student: Any individual enrolled in an occupational therapy or occupational therapy assistant program accredited by ACOTE (Accreditation Council for Occupational Therapy Education) or with developing status from ACOTE which is located in the United States, or in the possessions, commonwealth, or territories of the United States shall be eligible to e a student member.

Honorary Life Member: An occupational therapist or occupational therapy assistant who receives a life membership to TOTA because of distinguished service in the field of occupational therapy, determined by the awards committee and approved by the Executive Board of Directors.

Associate: An individual interested in occupational therapy who does not satisfy the requirements of Subsections A, B, or C of this Section.

Organization/Institution: Organizational members shall be representatives of organizations, institutions, corporations or agencies interested in occupational therapy.

Section 2. Voting Rights and Privileges of Members

Occupational Therapist and Occupational Therapy Assistant Members:

Attend and participate in all regular and called meetings of the TOTA.

Vote at annual business meeting, special meetings, for officers and for by-laws changes.

Hold any office when elected and serve on any committee when appointed, subject to the qualifications established by the By-Laws and Standard Operating Procedures for that particular office and/or committee.

Such members show be eligible to receive other privileges as designated by the Board.

Student Occupational Therapy Members:

Attend all regular and called meetings of the TOTA

Vote at annual business meeting, special meetings, for officers and for bylaw changes

Serve on committees when appointed

Such members shall be eligible to receive other privileges as designated by the Board.

Honorary Life Member:

Attend all regular and called meetings of the TOTA

Vote an annual business meeting, special meetings, for officers and for bylaw changes.

Hold any office when elected and serve on any committee when appointed, subject to the qualifications established by the By-Laws and Standard Operating Procedures for that particular office and/or committee

Such members shall be eligible to receive other privileges as designated by the Board.

Organizational and Associate Members:

Attend all regular and called meetings of the TOTA

Serve on committees when appointed

Such members shall be eligible to receive other privileges as designated by the Board

Section 3. Dues and Good Standing

A. Dues and fees, if any, for all classes of membership shall be established by the Board

B. Members shall be in good standing upon meeting the qualifications for their class of membership and the payment of all applicable dues.

Section 4. Termination of Membership

A. Any member whose dues are still in arrears 30 days after payment is due shall automatically be removed from the membership. Membership shall automatically be reinstated by payment of dues in arrears.

B. Members of any classification may be removed from membership for cause, including violation of the AOTA Occupational Therapy Code of Ethics 2000, by a two-thirds affirmative vote of the Executive Board of Directors at any meeting so long as a quorum is present in accordance with Article IV, Section 4 herein. For any cause other than nonpayment of dues, a vote for removal shall occur only after the member complained against has been advised of the compliant so lodged and has been given reasonable opportunity for defense. Such member, if removed, may appeal the decision of the Board to the Annual Meeting of TOTA, providing that notice of intent to appeal is provided to the President at least thirty (30) days in advance of the meeting. Only those charges brought by a member’s employer or by a voting TOTA member will be considered.

Section 5. Annual Meeting

Pursuant to T.C.A. 48-57-101, the Corporation shall hold an annual meeting. At the annual meeting, the President and Treasurer shall report on the activities and financial condition of the Corporation and the members shall consider and act upon such other matters as may be raised consistent with the notice requirements of T.C.A. 48-57-105.

Section 6. Special Meeting

Special meetings may be called by the Executive Board of Directors or voting members of TOTA pursuant to T.C.A. 48-57-102.

Section 7. Meeting Format

Except as otherwise indicated, all meetings of TOTA and the Executive Board of Directors shall adhere to acceptable parliamentary procedures.

Section 8. Quorum

10% of the voting membership shall be considered a quorum.

Section 9. Notice of Meetings

Pursuant to T.C.A. 48-57-105, the Corporation will give notice of any annual or special meetings by notifying its members of the place, date and time of each annual and special meeting no fewer than 10 days and no more than 2 months before the meeting date. Notice of an annual meeting will include a description of any matter or matters which must be approved by members pursuant to T.C.A 48-57-105© (2) and notice of a special meeting will include a description of the matter or matters for which the meeting has been called. Pursuant to T.C.A. 48-57-106, any member may waive notice of any meeting.

Section 10. Record of Meetings

Pursuant to T.C.A. 48-66-101 et seq., the Corporation shall keep as permanent record all meetins of its members and Executive Board of Directors, a record of all actions taken by the members of Executive Board of Directors without a meeting and record of all actions taken by Committees in place of the Executive Board of Directors as authorized by T.C.A. 48-58-206(d) and shall otherwise comply with T.C.A. 48-66-101 et seq.

Section 11. Financial Books

Pursuant to T.C.A. 48-66-201, the Corporation shall prepare annual financial statements that include a balance sheet as of the end of the fiscal year and an income statement for that year and shall otherwise comply with T.C.A. 48-66-201.

ARTICLE IV

Executive Board of Directors

Section 1. General Powers

The governing body of TOTA shall be called the Executive Board of Directors and shall oversee the business and fiscal affairs of the Corporation in accordance with statutory and Bylaws provisions.

Section 2. Composition

A. Voting Members/Terms: President ( 2 year-odd), Vice President (2 year-even), Secretary (2 year-odd), Treasurer (2 year-even), District Chairs or proxy (term decided by district), State Student Representative (1 year), AOTA Representative (3 year).

B. Non-voting Members: Past President, Standing Committee Chairs, Additional Student Representatives, Executive Director and/or Management Association Staff.

Section 3. Meetings

Regular meetings of the Executive Board of Directors shall be held as the President shall direct. Special meetings may be called by any member of the Executive Board of Directors when the member deems it necessary for the well-being of TOTA.

Section 4. Quorum

Forty percent (40%) of the voting Board members including at least two officers shall constitute a quorum.

Section 5. Attendance

Any Board member who is absent from two (2) consecutive Board meetings without providing representation may be replaced.

Section 6. Indemnification

Every Director, Officer, Committee Chair, employee of TOTA and such others as specified from time to time by the Executive Board of Directors, shall be indemnified by TOTA against all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a Director, Officer or employee of TOTA, or any settlement thereof, whether the person is a Director, Officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.

ARTICLE V

Officers

Section 1. Officers

A. President

B. Vice President

C. Secretary

D. Treasurer

Section 2. Elections

The officers shall be elected by individual members in good standing by ballot. The slate of officers will be approved by a majority vote of the Executive Board.

Section 3. Terms of Office

A. The President, Vice President, Secretary, Treasurer shall serve for two (2) years or until a successor has been elected.

B. The President and Secretary will be elected in odd years; the Vice President and Treasurer will be elected in even years.

C. The President shall serve for one (1) year as Past-President after completing a two-year term as President.

D. No officers shall be eligible to serve more than two (2) consecutive terms in the same office.

E. An officer shall hold only one office at a time.

Section 4. Qualifications

A. Officers shall have the qualifications necessary to execute the duties of the office held as determined by the Nominating Committee

B. All officers shall be members in good standing of the TOTA with all fees paid.

Section 5. Duties

The duties of the officers shall be stated in the Standard Operating Procedures of the TOTA which are contained in the TOTA Executive Board of Director’s Handbook.

Section 6. Vacancies and Absences

A. Vacancies

1. President: The Vice President shall serve as and assume the duties of the President

2. Vice Present

i. Should a vacancy occur an election shall be held to fill this vacancy

3. Past-President: Office shall remain vacant for the remainder of the term.

4. President and Vice President: The Executive Board of Directors shall appoint an acting President to assume the duties of President until a successor is elected to complete the term. The office of Vice President shall remain vacant.

5. Secretary: The President shall appoint an acting Secretary to assume the duties of the Secretary until a successor is elected to complete the term.

6. Treasurer: The President shall appoint an acting Treasurer to assume the duties of Treasurer until a successor is elected to complete the term.

B. Absences

1. President and Vice President: In the absence of the President and Vice President, the Secretary shall call the meeting to order so that as the first item of business a chairman pro-term can be elected to conduct the remainder of the meeting.

2. Secretary. In the absence of the Secretary, the President shall appoint a member to assume the duties of Secretary for that meeting.

Section 7. Removal: Motions for removal of an officer may be submitted to and will be reviewed by the remaining members of the Executive Board of Directors.

Section 8. Appeal: The intent to appeal shall be submitted to and will be reviewed by the remaining members of the Executive Board of Directors. Such officer shall have the right to appeal in the same manner as set forth in Article III, Section 4, paragraph B.

ARTICLE VI

Districts

The TOTA may be divided into districts. This interest must be expressed by petition to the Executive Board of Directors with the signatures of a minimum of five (5) members of the TOTA from within the proposed district boundaries. Executive Board of Directors approval is required to establish a district.

Officers: The officers of the district may consist of Chair, Co-Chair, Vice-Chair, Secretary and Treasurer.

Term of Office: The district officers will take office to coincide with the Executive Board of Directors’ offices, on January 1 following the annual business meeting. Terms should be a minimum of one (1) year (unless otherwise specified at the district level).

Meetings: Meetings shall be held at regularly scheduled intervals as scheduled by the Chairperson of the district. A minimum of three (3) meetings shall be held annually in order to remain recognized as a district of TOTA. At least one of the district officers shall be present at each meeting.

Dues: TOTA fees may be collected at the discretion of the district members upon approval of the Executive Board of Directors.

Vacancy: Districts will decide whether vacancies should be filled by an appointment by the District Chair or by general election at the district level.

Standard Operating Procedures: Standard operating procedures may be reviewed by the Executive Board of Directors.

Dissolution of a District: The Executive Board of Directors of TOTA at any meeting shall have, by a majority vote, the authority to dissolve a district so long as quorum is present in accordance with Article IV, Section 4 herein.

ARTICLE VII

Representative in the AOTA Representative Assembly

Election. An election among Occupational Therapist and Occupational Therapy Assistant members within an election area may be conducted by a state association or AOTA. An election area is defined by state boundaries and there shall be only one election within the boundaries of each state, District of Columbia, and Puerto Rico.

Term of Office: Term of office shall be stated in the AOTA By-Laws

Qualifications. Qualifications shall be as stated in the AOTA By-Laws; one year of experience as a member of the TOTA Executive Board of Directors

Duties: Duties shall be as stated in the AOTA By-Laws and in the TOTA Standard Operating Procedures.

Vacancies, Resignation Removal and Appeal: These shall be as stated in the AOTA By-Laws

ARTICLE VIII

Committees

The President, with approval of the Executive Board of Directors, shall have the power to create, combine or delete standing and special committees.

The President shall appoint the chairperson of all committees and determine reporting relationships.

ARTICLE IX

Nominations and Elections

A slate of nominations for officers to be elected shall be prepared by the Nominations Committee.

Elections will be completed by ballot and officers will take office on January following the annual business meeting. The election of a candidate shall be by majority vote of those ballots which are cast and valid.

In the event of a tie vote, there shall be a ballot vote by the members present at the annual business meeting so long as a quorum is present in accordance with Article III, Section 8 herein

The ballots shall be destroyed 30 days after the vote has been certified by the Nominations Committee.

ARTICLE X

Fiscal Year and Annual Fees

The fiscal year shall be determined and approved by the Executive Board of Directors

The annual membership fees for each member category will be established and approved by the Executive Board of Directors.

ARTICLE XI

Standards and Ethics of the Association

Standards and Ethics. The TOTA shall abide by the standards of the AOTA Occupational Therapy Code of Ethics 2000.

Discipline. Membership in the TOTA may be suspended at any time by a majority vote of the Executive Board of Directors at any meeting, so long as a quorum is present in accordance with Article IV, Section 4 herein, for conduct unbecoming a member of TOTA. Subject member shall be entitled to appeal the decision of the Board in the same manner as set forth in Article III, Section 4, paragraph B.

ARTICLE XII

Amendments

An amendment or revision of these By-Laws may be made at any business meeting or called meeting of the TOTA or by ballot, provided notice of the proposed amendment(s) has been received by the membership, not less than 14 days prior to the vote.

Amendment shall be made by a simple majority vote of those ballots that are cast and valid, so long as a quorum is present in accordance with Article III, Section 8 herein.

ARTICLE XIII

By-laws to be Consistent with the Tennessee Non-Profit Corporation Act

These By-laws are to be interpreted pursuant to the provisions of 48-51-101 et seq. of the Tennessee Non-Profit Corporation Act effective January 1, 1988. In the event that there is any inconsistency between these By-laws as stated and the Tennessee Non-Profit Corporation Act, the provisions of the Tennessee Non-Profit Corporation Act shall prevail. The Charter of the Corporation hereby specifically incorporates each pertinent section of the Tennessee Non-Profit Corporation Act.

ARTICLE XIV

Dissolution

TOTA shall use its funds only to accomplish the objectives and purposes specified in these By-laws and no part of said funds shall inure, or be distributed, to the members of TOTA. On dissolution of TOTA, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be elected by the Executive Board of Directors.