Prince Edward Island Massage Therapy Association
Bylaws
  

PRINCE EDWARD ISLAND MASSAGE THERAPY ASSOCIATION INC.

BY-LAWS

ARTICLE I - NAME
The name of the Association is Prince Edward Island Massage Therapy Association Inc.

ARTICLE II - INTERPRETATION
In these By-Laws:
(1) "Board" means the Board of Directors of this Association;
(2) "By-Laws” means the By-Laws of this Association as amended from time to time;
(3) "Association" means the Prince Edward Island Massage Therapy Association Inc.;
(4) "Member" includes active, non-practicing, student and honourary members;
(5) "Executive" and "Executive Committee" means the President, Vice-President, Secretary, Treasurer and the Canadian Massage Therapist Alliance representative.

PART I   ARTICLE III - MISSION STATEMENT
The Prince Edward Island Massage Therapy Association is established to:
(1) Protect and serve the public by ensuring the competency and qualifications of its members; and
(2) To encourage the development and growth of Massage Therapy; and
(3) To advocate on behalf of the professional needs and interests of its members by, among other things, acting as the primary means of communication to and on behalf of it’s members.

ARTICLE IV - DEFINITION OF MASSAGE THERAPY AND SCOPE OF PRACTICE
Massage Therapy is a therapeutic healing relationship in which the therapist assists in restoring, maintaining and enhancing the well-being of the client.
The practice of Massage Therapy is the assessment of the soft tissue and joints of the body and the treatment and prevention of physical dysfunction and pain of the soft tissue and joints by therapeutic manipulation to develop, maintain, rehabilitate or augment physical function, or relieve pain.
The Scope of Practice may include the following:
(A) various techniques of massage and manipulation of the soft tissues of the body without intended or attempted use of high velocity thrust of the bony structure thereof.
(B) hydrotherapy, or the therapeutic use of water in all its forms.
(C) thermotherapy, or the application of heat and cold.
(D) remedial exercises, active and passive movements.

ARTICLE V - PURPOSES, GOALS AND OBJECTIVES
The purposes, goals and objectives of the Association are as follows:
(1) To promote the science, art and philosophy of massage therapy.
(2) To foster and encourage professional growth and high standards of practice among its members.
(3) To set, monitor, ensure and make final determinations upon, compliance with the qualification criteria of it’s members.
(4) To ensure quality of education, maintenance of competency and accountability to the public.
(5) To represent its membership before governmental and regulatory bodies concerned with massage therapy.
(6) To enter into any arrangements with any authorities, municipal, federal, provincial, local or otherwise that are conducive to the operation and objects of the Association and to obtain from any such authority any rights, privileges, and concessions and carry out, exercise, or comply with any such arrangements, rights, privileges and concessions.
(7) To co-operate with other charitable organizations, whether incorporated or not, which have objects similar to the objects of the Association.
(8) To hire or otherwise employ persons to assist the Association in the fulfillment of its purposes, goals and objectives.
(9) To do all such other things as are incidental or conducive to the attainment of the above objects.

PART II ARTICLE VI - MEMBERSHIP
(1) The membership of the Association shall consist of active, non-practicing, student and honourary members.
(2) At least a two thirds majority of the directors of the Association shall be active members of the Association.
(3) The directors of the Association may by resolution from time to time admit other persons or corporations to membership in the Association, as active, non-practicing, student or honourary members, in accordance with the By-Laws, which persons or corporations shall become members on such date as may be specified in the resolution of the Board of Directors admitting them to membership or if no date is specified then they shall become members on the date upon which such resolution is passed.
(4) The interest of a member in the Association is not transferrable and lapses and ceases to exist upon his death or when the period of his membership expires or when he ceases to be a member by resignation or otherwise in accordance with the By-Laws of the Association.  Any member may resign from membership upon notice in writing to the Association.
(5) The directors shall have the authority to remove the name of any member from the Association registry for any reason which to a majority of the directors of the Association deem to be sufficient.

ARTICLE VII - TYPES OF MEMBERSHIP
The membership classifications of the Association shall consist of Active, Non-Practicing, Student and  Honourary .
(1) Active Member - Any practicing, registered Massage Therapist in Prince Edward Island may become an active member, entitled to all the privileges of membership.
(2) Non-Practicing Member - Non-practicing members may become members at a lesser membership fee rate than that paid by Active Members, but with no obligation or entitlement to liability insurance.
(3) Student Member - Student members are not entitled to practice except under the direct supervision of an active member of the association (P.E.I.M.T.A.).  Any person may become a student member who:
(a) Is registered in and attending a program of Massage Therapy approved by the Association and who meets the student member standards of entry.
(4) Honourary Member - Honourary Membership may be granted to those persons who through their interest and special skills have supported the Association by meritorious service.  This membership carries no privileges of Active Membership and carries no entry requirement.

ARTICLE VIII - STANDARDS OF ENTRY 
All Active and Non-Practicing Members must meet all of the following criteria:
a)  Have paid the prescribed dues in accordance with Part II, Article VII of the By-Laws.
b)  Hold a C.P.R. certificate obtained within two years prior to application for membership.
c)  Submit a resume.
d)  Meet the following Standards of Entry:
The Association  requires an applicant to have successfully completed 2200 hours of massage therapy education at an Association approved school of Massage Therapy or equivalent and;
Anyone having successfully completed the college /board exams in a province where massage therapy is legislated is deemed to have sufficiently met all the Association’s  entry requirements .
In circumstances where an applicant fails to meet the Standards of Entry as stated above, the application shall be referred by the president to the membership committee to determine the applicants qualifications.  The committee shall report in writing to the executive what additional, if any, requirements the applicant must satisfy prior to acceptance for membership. 
An applicant who disagrees with a decision of the membership committee or who does not have their application forwarded to the membership committee by the president may, within 30 days of notification of this decision, apply in writing to the executive as a whole, who then shall review the president's decision.  The executive committee's decision, which will be final, shall be delivered in writing within 60 days to the applicant.
Any applicant who otherwise complies with all entrance criteria but has or continues to engage in behaviour which would be considered professional misconduct of a member may have their application rejected by the membership committee.
Student members shall,
(a)  be registered and in attendance at a program of Massage Therapy approved by the Association ;
(b) pay the Association student member fee and;
(c) comply with all other student member entry requirements, to be set from time to  time by the Association.

ARTICLE IX - RESPONSIBILITIES OF MEMBERS
(1) It shall be the responsibility of each member to:
(a) Support and promote the purposes of the Association.
(b) Uphold the practice, procedures, and Code of Ethics as defined by the Association.
(c) Pay membership dues to the Association, as required under Article VIII of the By-Laws.
(d) Notify the Secretary of the Association, in writing, of any change of address or telephone number within 30 days of such a change.
(e) Active members are required to display, in a prominent place in their place of business, the certificate of membership with the appropriate seal.
(f) Maintain professional liability insurance from an approved insurance company, with minimum amount of 1 million dollar liability coverage.
(2) Not withstanding subsection (1) of Article IX subsection (f) applies only to active members.

ARTICLE X - RIGHTS AND PRIVILEGES OF MEMBERS
(1) All members are entitled to:
(a) Attend all general meetings of the Association.
(b) Attend all Association functions such as seminars, workshops and conventions at the preferential rate set by the executive.
(c) Receive copies of all notices and publications issued by the Association.
(d) Receive a copy of the By-Laws upon payment of dues as specified in Article VIII.
(e) Be selected by the executive to serve on the various standing and ad hoc committees for performing Association business.
(2) In addition to the rights and privileges listed in Section 1 of this Article, Active Members only are entitled to:
(a) Be nominated for and, if elected, serve on the Executive.
(b) Move or second motions for the consideration of the membership, or nominate persons for membership to the Executive.
(c) Vote on any and all matters.
(d) Receive a Certificate of Active Membership and the appropriate seal.
(e) Be included in a register of Active Members in good standing that is available to the public and to interested organizations.
(3) In addition to the rights and privileges listed in Article VII, Section I, Honourary Members only are entitled to receive a Certificate of Honourary Membership.

ARTICLE XI - MEMBERSHIP DUES
(1) The dues of Active, Non-Practicing and Student Members shall be determined by majority vote of the Executive; such decision to stand unless and until changed by a majority vote of the active members at the next general meeting.
(2) The dues of a non-practicing member shall be approximately fifty (50) percent of that portion of the dues of an Active Member that does not include the professional liability insurance.
(3) Honourary Members shall be exempt from payment of all dues.
(4) A member who resigns, is suspended or is expelled from the Association is not entitled to a refund of any part of dues paid.
(5) Arrangement for the payment of Dues for a given year shall be approved by the Treasurer by October 1st.
(3) Should the member fail to make approved arrangements for the payment of annual dues, or fail to comply with those arrangements, all rights and privileges, including voting privileges, shall be suspended. 

ARTICLE XII - MEMBERSHIP YEAR
(1) The membership year shall be from November 1st to October 31st.

PART III ARTICLE XIII - DISPUTE RESOLUTION
The Association shall endeavor to resolve any disputes involving one of it’s members and for which the Association has a legitimate interest using the most conciliatory/least coercive method of dispute resolution appropriate to the circumstances. The Association recognizes that not every conflict that comes to it’s attention will require formal and adversarial procedures and as such the Association will engage in any type of conflict/dispute resolution methodology/process which will best resolve the conflict. The Association will consider any approach to resolving a conflict which is consistent with the overall responsibilities as defined in the Mission Statement  of the Association.
The following procedures and requirements are designed to address allegations or disputes of a serious nature.
(1) A member may be disciplined, that is, either reprimanded, suspended for an appropriate period of time, or expelled from the Association, for any and all of the following reasons:
(a) Proof that his or her professional conduct has been such as to jeopardize the standing and prestige of the Association or the profession of Massage Therapy.
(b) Proof of violation or transgression of the Associations’ By-Laws or the Code of Ethics.
(c) When, in the opinion of the Board, such discipline is in the interest of accountability to the public.
(2) Complaints made for reasons [a], [b], or [c] of Section 1 of this Article, shall be made in writing, signed by the person making the complaint and forwarded to the Association Executive for action.
(3) Complaints made in this manner shall be thoroughly investigated by the Executive using such means as may be justified by the severity of the circumstances and may include the hiring of a professional investigator.
(4) Upon completion of its investigation, the Executive shall decide whether to hold a formal hearing before the Discipline Committee or to recommend such other action as may be appropriate or to dismiss the complaint.
(5) Before a hearing is held, the Chair of the Discipline Committee shall notify the member under investigation by registered mail, sent to his or her last known business and personal address giving:
(a) Details of the alleged offence, which gives said member the opportunity to respond to the alleged offence.
(b) The nature of the evidence in support of the complaint.
(c) The date, time and place of the hearing.
(6) The member shall have the right to represent himself of herself, either in person or through counsel, at such a hearing.
(7) Following such a hearing, the Discipline Committee shall meet in camera to consider the complaint, and they may decide to reprimand, suspend or expel the member.
(8) Not less than two-thirds of the votes cast by the Discipline Committee shall be required for suspension, not less than three-fourths of the votes cast shall be required for expulsion.  A simple majority shall be required for a reprimand.
(9) Where the Discipline Committee has voted for suspension, the period of suspension shall be for a period of time determined by the Executive on recommendation of the Discipline Committee.
(10) A suspended member forfeits all rights and privileges of membership during the time of his or her suspension.

APPEAL PROCEDURE
(11)  All decisions and directives of the Discipline Committee may be appealed to the membership, as well as being subject to due process of law.

PART IV ARTICLE XIV - OPERATIONS
(1) The affairs of the Association shall be managed by a Board of a minimum of Three (3) and a maximum of Ten (10) directors.
(2) The membership at its annual general meeting shall elect a President from among the officers with at least one year of prior service who are elected at the annual general meeting.  The outgoing President shall be eligible for re-election as a director and for re-election as President.
(3) All directors of the Association shall serve a two year term and are eligible for re-election as prescribed in the By-Laws.
(4) Fifty-One percent (51%) of the Board members shall constitute a quorum.
(5) Any member of the Board of Directors may be suspended from the Board by a vote of Seventy-Five percent (75%) of the Board present at a meeting, which suspension shall be presented for ratification at a special general meeting of the Association called for that purpose within thirty (30) days of the date of the suspension.
(6) Subject to the By-Laws or directions given them by a majority vote at any meeting of the members properly called and duly constituted, the Board shall have control and management of the business and affairs of the Association, and meetings of the Board shall be held as often as the business of the Association shall require, and shall be called by the President at least forty-eight (48) hours before being held; a special meeting shall be called on the instructions of one-third of the Board members provided a notice of such instruction is presented to the President in writing to call such meeting for the time and place specified in the notice.
(7) The Board of Directors may appoint special committees of Board or non-Board members which shall report to the Board when directed by the Board.  At least one (1) member of the Board shall sit on any such committees.
(8) The Board of Directors shall have power to hire or discharge such permanent or part-time employees as may be necessary to carry on the business of the Association and shall further have the right to review terms of employment.
(9) All Directors of the Association, when representing the Association, shall present the position of the Association or the Board established in accordance with the By-Laws.
(10) In the event a vacancy occurs on the Board, the remaining board members shall have power to appoint a member to fill the vacancy, which appointment will be confirmed by the membership at the next annual general meeting.
(11) Any Director may vote at any meeting of the Directors and a vote on any issue may also be taken by signed documents from all Board members.
(12) In special circumstances, where due notice of a meeting of the Board cannot be given, the President may act upon instruments received from a majority of the Board taken by telephone call or telephone conference call.  The President shall call a Board meeting to be held forthwith and in any event not later than seven (7) days after the date of receipt of such telephone instructions at which the Board shall consider the matter or matters upon which the President obtained such telephone instructions.
(13) The Board of Directors shall prescribe continuing education in order to maintain membership.

ARTICLE XV - EXECUTIVE
(1) No person shall be elected as an officer who is not an active member in good standing with the Association.
(2) The President shall be the Chief Executive Officer of the Association, and his or her duties shall include:
(a) Presiding over all meetings of the Association and the Board.
(b) Casting the deciding vote in case of tie.
(c) Deciding all questions of order, such decisions to stand unless overruled by a vote of not less than two-thirds of the Active Members present.
(d) Enforcing the By-Laws of the Association.
(e) Countersigning any cheques exceeding an amount to be set by the Executive of the Board.
(f) Representing the Association.
(g) Calling Special Meetings when warranted.
(h) Serving as Chairperson of the Discipline Committee.
(i) Co-ordinating the work of such committees as the Board may appoint.
(j) Serving as an ex-officio member of any and all committees, other than the Executive Committee, as the Board may establish.
(3) The duties of the Vice-President shall include:
(a) Assisting the President.
(b) Performing the duties of the President at such times as the President is unable to act.
(c) Acting as a signing officer in the President's absence.
(4) The duties of the Secretary shall include:
(a) Keeping accurate minutes of all Board, Committee and General meetings.
(b) Notifying the membership of the date, agenda, time and location of all General Meetings at least 14 days before such meetings.
(c) Assuming responsibility for all routine correspondence of the Association.
(d) Maintaining an accurate and up-to-date record of members, their status, addresses and telephone numbers.
(e) Recording the attendance of the Board and reporting same to all General Meetings.
(f) Receiving notices of proposed amendments to the By-Laws, and forwarding same to the Board.
(g) Sending to new active members a Certificate of Membership and a copy of the By-Laws.
(h) Maintaining an up-to-date record of all amendments to the By-Laws.
(i) Serving as a member of the Discipline Committee.
(j) In the absence of the President and the Treasurer, the Vice-President, and the Secretary shall countersign all cheques requiring two signatures.
(k) Safeguarding the Corporate Seal.
(l) Discharging all applicable requirements of the Companies Act, R.S.P.E.I. 1988, Cap. C-14.
(m) Reviewing incoming correspondence, presenting such correspondence to the Board and preparing outgoing correspondence under the authority of the Board.
(5) The duties of the Treasurer shall include:
(a) Sending, with the co-operation of the Secretary, notices to members of upcoming dues; such notices shall be sent on or before Thirty (30) days prior to the beginning of the next membership year.
(b) Receiving said dues and issuing receipts.
(c) Assuming custody of all monies, funds and securities belonging to the Association.
(d) Maintaining a bank account in a chartered bank of Canada or a registered financial institute in which all such funds, monies and securities shall be deposited.
(e) Keeping an accurate and up-to-date record of all monies received and disbursed, in accordance with good accounting practices.
(f) Issuing all cheques of the Association.  Obtaining the approval of a majority of the Board for all cheques exceeding an amount to be set by the Executive.
(g) Having available for inspection at all times, for the Board, all books, records and papers pertaining to the finances of the Association.
(h) Co-operating with any auditor appointed by the Board to inspect and audit the financial books, records, and papers of the Association.
(i) Providing a written summary of the finances of the Association to the membership at all general meetings and at any other time when requested to do so by the Board.
(6) It shall be the duty of the Immediate Past President to advise the President and to share with the Executive and the Board, the benefit of his or her experience.
(7) The Canadian Massage Therapist Alliance representative shall be elected as an officer to the executive at the Annual General Meeting. This individual is responsible to the Association’s Board of Directors and is entrusted with a proxy vote for Canadian Massage Therapist Alliance meetings. This individual shall meet the Qualifications of Directors as described in the Canadian Massage Therapist Alliance by-laws.

ARTICLE XVI - REMOVAL OF EXECUTIVE
(1) Where a member of the Executive Committee has missed two consecutive meetings of the Executive Committee, or has missed three in the course of a year, and does not have reasons acceptable to that Committee, his or her position may be declared vacant.
(2) At any General meeting, any Active Member may move a vote of non-confidence in any or all of the Executive.  If such a vote is passed by not less than two-thirds of the Active Members present, the office(s) shall be considered vacant and elections shall be held forthwith.

ARTICLE XVII - VACANCIES IN THE EXECUTIVE COMMITTEE
(1) Any assumption of office, resulting from mid-term vacancies in the Executive Committee shall be understood to last only until the next Annual General Meeting, at which time the office shall be filled through elections.
(2) A vacancy in the office of the President shall be filled by the Vice-President.
(3) A vacancy in the office of Vice-President, Secretary or Treasurer shall be filled by one of the membership who shall be appointed by the Executive Committee.
(4) No person shall hold more than one office at any one time except the Secretary and Treasurer positions.
(5) A person may serve a maximum of two consecutive terms as an Officer (President, Vice-President, Secretary, or Treasurer).
(6) A term shall be 2 years with elections for 2 executive positions each year.

ARTICLE XVIII - NOMINATIONS FOR EXECUTIVE COMMITTEE
(1) Concurrent with notification as to the date of any annual general meeting, members shall be informed as to which positions on the Executive Committee will be open to Nominations.
(2) Nominations may be registered either by mail (in which case the nomination shall be received by the Secretary at least 30 days prior to the date of the Annual General Meeting), or from the floor provided that:
(a) The nominator is an Active Member in good standing with the Association and
(b) The nominee, also an Active Member, indicates that he or she agrees to stand.

ARTICLE XIX - REMUNERATION TO THE EXECUTIVE
(1) All positions on the Executive Committee shall be unpaid, executive members being allowed to claim only justified expenses in the carrying out of their respective duties.
(2) Notwithstanding the foregoing, an honorarium may be presented to each Executive member and the Newsletter Editor in attendance at each regular Executive meeting (maximum 12/year), the amount to be recommended by the treasurer for ratification at the Annual General Meeting.

ARTICLE XX - COMMITTEES OF THE BOARD
(1) The Board shall create the following Standing Committee:
(a) The Executive Committee shall comprise at least 3 members in good standing.
(b) The Discipline Committee shall comprise a minimum of 3 individuals, 2 members in good standing including the President, who shall act as chairperson, and the Secretary, and one individual from the general public.
(2) In addition, the Board may create other Standing or ad hoc committees as the need arises.

PART V ARTICLE XXI - MISCELLANEOUS
(1) There shall be an Annual General Meeting held at least once per year at a time and place to be decided upon by the Board; further general meetings to be called as required.
(2) Members shall be notified of the date, time, location and agenda of the Annual General Meeting not less than 30 calendar days in advance, and of the date, time and location of other general meetings not less than 14 days in advance.
(3) General meetings may be called either by the Executive or by the petition of at least 20 percent of the Active Membership.
(4) (a) A quorum shall be 50% of the Active Membership.
(b) Notwithstanding paragraph (a) the next general meeting called following a general meeting lacking sufficient attendance for a quorum shall be deemed to have a quorum present and may enact business accordingly.
(5) Voting at general meetings shall be by Active Members only and by a show of hands, unless another method is requested by at least three of the members present, or by mail provided that written notice duly signed and witnessed, is received by the Secretary prior to the date of the General Meetings.
(6) Voting by proxy will be permitted where both parties involved are Active Members and where the absent member's authorization in writing is presented to the Secretary at the time of registration.
(7) Petition to Call Meetings
If a petition to call a general meeting, signed by not less than 20% of the Active Membership is sent by registered mail to the Secretary:
(a) Within 10 calendar days of the receipt of such a petition, the President shall call a general meeting, giving the requisite 14 calendar days notice.
(b) Should the President not act within the stated time, the petitioners may act to call a general meeting and shall give the requisite 14 calendar days notice to all members.  Provided that these proceedings are carried out, any and all business transacted at such a meeting shall be considered legal and binding.

ARTICLE XXII - AMENDING THE BY-LAWS
(1) The By-Laws shall be amended only at The Annual General Meeting, or according to the provisions of the Companies Act, R.S.P.E.I. 1988, Cap. C-14, when a vote is deemed necessary by the Board.
(2) Only Active members in good standing with the Association shall be eligible to vote on amendments to the By-Laws.

ARTICLE XXIII - AUDIT
(1) The fiscal year end of the Association shall be March 31 in each year.
(2) The Board may appoint an accountant each year to audit or review the financial accounts of the Association.

ARTICLE XXIV - RULES OF ORDER
Roberts Rules of Order shall govern all questions of order at all meetings of the Association, except where these rules come in conflict with the By-Laws or when overruled by not less than two-thirds of the Active Members present.

ARTICLE XXV - BORROWING POWERS
For the purpose of carrying out its objects, the Association may borrow, raise or secure the payment of money in such manner as it deems fit, and in particular, but not limited to, the issue of promissory notes, debentures, mortgages, and the like, but this power shall be exercised only under the authority of the Association and in no case shall debentures be issued without the sanction of an extraordinary resolution of the Association passed at a duly constituted meeting of the Active members.

ARTICLE XXVI - APPEALS PROCEDURE
All decisions and directives of the Board and the Executive may be appealed to the membership as well as being subject to the due process of law.

ARTICLE XXVII - INDEMNIFICATION AND  PROTECTION OF DIRECTORS AND OFFICERS
(1) Every director of the Association, and his or her heirs, executors and administrators and estate and effects, shall be indemnified and saved harmless out of the funds of the Association from and against all costs, charges, and expenses which he or she shall or may sustain or incur in any action or proceeding which is brought or prosecuted against him or her for, or in respect of, any act, deed, matter or thing made, done or permitted by him or her in or about the execution of the duties of his or her office, and also from and against all other costs, charges and expenses which he or she may sustain or incur in or about or in relation to the affairs thereof, except such costs, charges, and expenses as are occasioned by his or her own willful neglect or default.
(2) No director or officer shall be liable for the acts, receipts, neglects  or defaults of any other Director, Officer or employee or for joining in any receipt or act for the conformity or for any loss, damage or expense, happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency, or wrongful act of any person, firm or Association with whom any monies, securities or effects shall be lodged or deposited or for any loss occasioned by an oversight or error in judgment on his part or for the any other loss, damage or misfortune which may happen in the exercise of his respective duties or trust or relation thereto unless the same shall happen by his own or through his own willful act or default.  Directors may rely upon the accuracy of any statement or report prepared by the Association's auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.

ARTICLE XXVIII - DISSOLUTION AND WINDING UP
(1) The net profit of the Association shall be expended in the operation of the Association and in the event of a winding-up or other dissolution of the Association, there shall not be any distribution of any kind among members, but the funds of the Association shall be applied to some, one or more, charitable organizations within the community serviced by the Association, and recognized as such by Revenue Canada.

DATED the 10th day of  November, 2004.

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