MATA Constitution ~ Manitoba Athletic Therapists Association

MATA Constitution

Manitoba Athletic Therapists’ Association, Inc.

Constitution

BY-LAW NO. 1

A By-law relating generally to the conduct of affairs and transaction of business of the Manitoba Athletic Therapists’ Association incorporated; a volunteer based not-for-profit organization (hereinafter called the “Association”)

Be it enacted as By-law No. 1, and as the Constitution of the Manitoba Athletic Therapists’ Association, Inc., as follows:


1. OBJECTIVES AND STATEMENT OF PURPOSE

1.1 The Association shall remain a not-for-profit organization.  The objectives of the Association shall be to advance, encourage, and improve the Athletic Therapy profession in Manitoba, as sanctioned by the Canadian Athletic Therapists Association (hereinafter called the C.A.T.A.), being the national governing body, providing a means for a free exchange of ideas, while providing the best possible injury prevention and care for athletes and active individuals and requiring members to conduct themselves in accordance with Code of Ethics of the Association.

2. HEAD OFFICE

2.1 The head office of the Association shall be located in the City of Winnipeg, in the Province of Manitoba, at such place as designated by the Executive Committee.

3. SEAL

3.1 The seal shall have the words “MANITOBA ATHLETIC THERAPISTS’ ASSOCIATION INC.” thereon, and shall be kept at the head office.

 An impression thereof is stamped in the margin hereof.

4. BOARD OF DIRECTORS

4.1 The affairs of the Association shall be managed by the Board of Directors (hereinafter referred to as the “Board”), five in number, and a majority of the Board shall constitute a quorum for the transaction of business.

4.2 The term of office of a Director shall be two years.   At the  election of the Directors, three shall be elected for a two year term, and two elected for a one year term.  Directors shall be eligible for re-election at the Annual General Meeting but no person shall hold any one office for a period in excess of three consecutive two year terms, and such elections shall be held at the Annual General Meeting.

4.3 At the first meeting of the Board of Directors, the responsibilities of a President, Vice-President, Secretary, Treasurer, and Registrar shall be assigned to the members of the Board.

4.4 Any member may be nominated by filing a nomination form signed by three nominators, and consented to by the nominee, who all must be members in good standing of the Association at the date of submission. Further each member nominated for a position on the Board of Directors shall reside and work within the Province of Manitoba. Said nomination must be submitted to the Secretary of the Association, prior to close of nomination at the Annual General Meeting.

4.5 The remaining officers of the Association shall be such that other officers as the Board of Directors may, by law determine, and may appoint at meetings of the Board.

4.6 Subject to the provisions of any written Employment Agreement, the Board may remove, at its pleasure, any of the respective officers which it appoints.

4.7 The office of a Director shall be automatically vacated if:

a) the Director resigns his office, by delivering a written resignation to Secretary of the Association;

b) he is found to be of unsound mind;

c) he becomes bankrupt, or suspends payment, or compounds with his creditors, or makes an unauthorized assignment, or is declared insolvent;

d) he is convicted of any criminal offence;

e) he is found to contravene the Code of ethics of the Association;

f) at a Special General Meeting of Directors, where a resolution voted upon by secret ballot, is passed by two-thirds of the members present at the meeting, that he be removed from office.

4.8 In the event that a Board member resigns from office or the office is vacated, the Board shall appoint a member to fill the position until the next Annual General Meeting.  At the next Annual General Meeting, the newly elected Board member shall complete the term of the vacated office.

4.9 Meetings of the Board may be held at any time and place, to be determined by the Board, provided that five (5) days notice of such meetings shall be sent in writing to each Director.  No formal notice shall be necessary, if all directors are present at the meeting, or waive notice thereof in writing.

4.10 Directors shall not receive any stated remuneration of their services, but by resolution of the Board, expenses of their attendance and for their performance of duties, may be allowed at each meeting of the Board.  Nothing herein contained shall preclude any Director from serving the Association as an officer, or in another capacity in receiving compensation therefor.

4.11 Directors shall have power to authorize expenditures, and receive donations and benefits on behalf of the Association, and may delegate by resolution to an officer of the Association, the right to employ and pay salaries to employees, to further the objects of the Association.

4.12 The President shall preside at all meetings of the Board, and supervise and manage the business of the Association, and see that all Resolutions of the Board are carried into effect.

4.13 The Vice-President shall, in the absence or disability of the President, perform the duties, and exercise the powers of the President, and in addition, perform such other duties as shall from time to time be imposed upon him by the Board.

4.14 The Treasurer shall have the responsibility (which he may delegate onto an employee of the Association) for the custody of the corporate funds and securities; the keeping of full and accurate accounts of receipts, disbursements, and books belonging to the Association, and the depositing of monies and other valuable effects, in the name of and to the credit of the Association, in such depositories as may be designated by the Board of Directors from time to time.  He shall have the responsibility to disperse the funds of the Association, as may be ordered by the Board, taking proper vouchers for such disbursements, and he shall render to the President and the Directors at the regular meeting of the Board, or whenever they may require, an account of his transactions as Treasurer, and of the financial position of the Association. He shall also perform such other duties as may from time to time be determined by the Board.

4.15 The Secretary shall ensure that a competent person attends all meetings of the members; acts as clerk thereof; and records all votes and minutes of the proceedings in the books to be kept for that purpose.  He shall give, or cause to be given notice of all meetings of the members, and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be.  He shall be custodian of the seal of the Association, which he shall deliver only when the authorized by resolution of the Board to do so, and only to such person or persons as may be named in the resolution.

4.16 The Registrar shall keep the membership register and associates roster, as well as keeping account of membership fees and such other duties as shall be imposed by the Board.

The Registrar shall assign provincial registration numbers to M.A.T.A. members, and liaise with the C.A.T.A. regarding the membership register.

NB: POINTS 4.17 – 4.21 UNDER SECTION 4. BOARD OF DIRECTORS WERE FORMERLY POINTS 64 - 68.

4.17 The Board may exercise all such powers of the Association as are not, by the Corporations Act of Manitoba, or by this Constitution, or by-laws thereunder, required to be exercised by members at general meetings of members.

4.18 All cheques, orders for the payment of money, notes, bills of exchange and acceptances, shall be signed by such officer or person, or officers, or persons, and in such manner as the Board of Directors may from time to time designate.  Contracts or documents, or instruments in writing, requiring the signature of the Corporation, must be signed by the President and Secretary, and having been so signed, shall be binding upon the Corporation, without any further authorization or formality.

4.19 The Board of Directors shall have the power, by resolution, to appoint any officer or officers, or any other person, to sign contracts, documents, instruments in writing on behalf of the Corporation, and to affix the corporate seal when required.

4.20 The Board may, by unanimous vote of all its members, alter this Constitution.  However, such alteration shall have force and effect only until the next annual or special/general meeting of members, when absence of such confirmation, the amendment shall cease to be effective from the date of such meeting.

4.21 The Board may, in addition to its other powers, make rules to provide for:

a) scheduled fees to charged by members, and billing guidelines to be adhered to by members, both of which are subject to review by the voting membership at the annual general meeting;

b) regulation of the relationship between the Association and C.A.T.A. to establish the standards for certification examinations, and provide for administration and completion of same;

  c) make rules to enforce the Code of Ethics and define the Scope of Practice of Athletic    Therapists.

5.  MEETINGS OF MEMBERS

5.1 The fiscal year of the Association shall end on March 31st.

5.2 The Annual General Meeting of the members of the Association shall be held within two (2) months after the fiscal year end, at the head office of the Association, or elsewhere, in the Province of Manitoba, as the Board of Directors may designate.  At such meeting, the members shall elect a Board of Directors, and receive a report of the Directors. Quorum for the Annual General Meeting shall consist of one-third of the voting membership.

5.3 A Special Meeting of members may be called at any time:

 a) On resolution of the Board ; or

b) On a written request addressed to the President, and signed by not less than twenty (20) percent of the voting members.

5.4 Thirty (30) days prior written notice of any Annual or Special Meeting of the members shall be sent to each member at the most recent address shown in the records of the Association.  The members in attendance shall constitute a quorum at any Special meeting.

5.5 Each Certified member and each Enfranchised Associate member at all such meetings shall be entitled to present or second motions, and vote on each issue dealt with at such meetings.

5.6 Every question shall be decided by a majority of the votes of the members present.  No member shall be entitled to vote by proxy.

5.7 All meetings of members, Directors, and committees shall be conducted in accordance with Robert’s Rules of Order.

6. AUDITORS

6.1 The members shall at each Annual General Meeting, appoint an Accountant, to hold office until the next Annual General Meeting, whose remuneration shall be fixed by the Board, and who may also fill any vacancy in the office of an Auditor, to audit the books, accounts and records, at least once each year, and provide a completed report at the Annual General Meeting.

7. MEMBERSHIP

7.1 The Board shall cause to be kept by the Registrar, a Register in which will be entered the names of all members in good standing.  All registered members will be assigned a provincial registration number.

7.2 Membership Categories

 Every person whose name is entered in the Registrar of the Association shall hold status in only one of the following classes:

a) Persons registered with the C.A.T.A. as Certified Athletic Therapists;

b) Persons registered with the C.A.T.A. as Enfranchised Associate Members;

c) Persons registered with the C.A.T.A. as Athletic Therapy Certification Candidates;

d) Persons designated *Member Emeritus according to the guidelines herein.

 *Member Emeritus (Honourary)
 For a member to achieve the status of Honourary Member Emeritus, the following criteria apply:

a) This classification is honourary, and not afforded automatically;

b) The member must a member in good standing of both the C.A.T.A. and the M.A.T.A., at the time of retirement;

c) The member must not derive more than fifty percent (50%) of his income from the practice of Athletic Therapy;

d) Any and all nominations must be submitted in writing, to the Executive. Nominations must be made by, and seconded by members in good standing with the M.A.T.A. There must be accompanying reasons to support the nomination;

e) The nominations must be approved by the Board of Directors of the Association’s Executive;

f) The member is afforded full membership benefits, including the right to hold office, and to vote at the Annual General Meeting;

g) Member Emeritus is a continuing appointment. Suspension of privileges is subject to the terms and conditions of membership outlined in the Constitution.

7.3 Members who have paid the current prescribed fees and owe no debts to the Association are members, or entitled to be members in good standing, of the Association, provided that:

 i) They make a one-time submission of attendance at a Personal Health  Information Act (PHIA) seminar;

 ii) They remain a member in good standing with the C.A.T.A.;

 iii) They provide annual proof of liability insurance once becoming a Certified  Athletic Therapist;

 iv) They have not ceased to be a member;

 v) They have not been suspended or expelled from membership, or had other  membership restrictions or sanctions imposed;

 vi) They have complied with the constitution, bylaws, policies, rules and  regulations of the Association; and

 vii) They have fulfilled all terms and conditions of any disciplinary action.

7.4 In addition to the Register, the Board shall cause to be kept by the Registrar, a Roster of persons wishing to be associated with, but not members of, the Association, and which is limited to Athletic First Aiders, who are at Level I, II, or III.

7.5 A member of the Association shall, upon registration, pay an annual fee (as determined by the Board of Directors from time to time), in accordance with his membership classification at the time of filing his application with the Registrar.

7.6 Upon receipt of the application and fee, the Registrar shall issue the Membership stamp and registration certificate to those Certified Athletic Therapists who meet the requirements as laid out in this Constitution.

7.7 Any member suspended from the Association must:

 a) meet the requirements for reinstatement as mandated by the C.A.T.A.;

b) refrain from practicing as an Athletic Therapist, until such time as he is reinstated by the Board.

7.8 The annual dues for membership in the Association shall be determined by a majority of the voting membership at its Annual General Meeting.

7.9 Upon resignation from the Association, a member so resigning, will not be entitled to any refund of fees, nor may he assign or transfer his membership.

8. PROTECTION OF BOARD OF DIRECTORS

8.1 Every Board member, or other person who has undertaken any liability on behalf of the Association, and their heirs, executors, administrators and assigns, shall at all times be indemnified and saved harmless, out of the funds of the Association, from and against all costs, charges and expenses whatsoever, which he may sustain or be incurred by him in the execution of the duties of his office, and from and against all other costs, charges and expenses which he sustains or incurs, except those that are occasioned by his own willful neglect or default.

8.2 No Board member, or Association member, shall be liable for the acts, neglects, or defaults of any other Board or Association member.

9. Professional Misconduct

9.1 “Any member who is determined to have violated the Constitution, the Code of Ethics, the scope of practice, policies, or other governing laws and regulations of the association is guilty of professional misconduct.”

 Complaints of misconduct shall be directed to the Board of Directors who will subsequently follow procedure as directed in the document “M.A.T.A. Code of Ethics”. If satisfactory resolution of the issue cannot be met the M.A.T.A. or the involved member(s) shall have the right to defer forward any and all complaints to the national association (C.A.T.A.).

NB: POINTS 38 – 62 WOULD BE MOVED TO THE CODE OF ETHICS DOCUMENT UNDER THE HEADING OF COMPLAINTS PROCEDURES.

38 If necessary, the Board may appoint annually, from amongst its members, a Complaints Committee, which shall consist of a member of the Board, who shall be Chair of the committee, and two (2) members of the Association.

39. The Complaints Committee shall receive and review complaints brought against the member in writing, and shall attempt to informally resolve the complaint.

40. Where the Complaints Committee, or the Registrar, is informed that a member:

 a) has at any time been convicted of a criminal offence; or

b) is alleged to be guilty of professional misconduct, breach of the Code of Ethics of the Association, or conduct unbecoming a member, or criminal conduct; or

c) is alleged to have demonstrated incapacity, or unfitness to practice Athletic Therapy, or be suffering from an ailment which might, if he continues to practice, constitute a danger to the public;

the matter shall be referred to the Complaints Committee for their review and recommendation, and it shall be the duty of every member  to report any such conduct of which he is aware.

41. Upon referral, the Complaints Committee Chair shall conduct a preliminary investigation into the matter, and/or direct that such investigation be held by the Registrar, or such other appointee as he sees fit.

42. Any person conducting an investigation, pursuant to the preceding section, may require the member concerned, and any other member or person to produce any records, books, registers and other documents or things, in the member’s possession or control, that are relevant to the investigation, and may require the attendance of the member concerned, and any other member at the investigation, and may summarily apply ex parte to court for an order directing production of the documents.

43. Upon conclusion of a preliminary investigation, a written report of the findings shall be prepared, and thereupon the Complaints Committee Chair shall:

 a) recommend that no further action be taken; or

b) recommend that the matter proceed to an inquiry before the Complaints Committee;

and shall notify the member and the complainant, in writing, by courier or registered mail, of the decision made.

44. Where the decision is to proceed to an inquiry, at least fourteen (14) days before the first meeting of the Complaints Committee, a notice shall be served upon the member, whose conduct is the subject of the inquiry, said notice to embody a copy of the complaint or charge made against him, or a statement of the subject matter of the inquiry, specifying the time and place of the meeting.

45. Such notice may be served upon a member who is the subject of an inquiry, personally or by courier or registered mail, addressed to him, at the Post Office address appearing in the Register, with a notice so sent by post being deemed to have been served on the day immediately following its posting.

46. Where the member whose conduct is the subject of the inquiry does not attend, the Complaints Committee, may upon proof of service of the notice, in accordance with this Constitution, proceed with the inquiry in his absence, and without further notice to him, take such action as it is authorized to take under this Constitution.

47. Notwithstanding any other provision herein, the Complaints Committee Chair may, at his discretion, direct the Registrar to suspend a member from practice, pending the completion of the preliminary investigation, hearing, and decision, before the Complaints Committee.

48. A person who is a member of the Complaints Committee shall not participate in an investigation of any matter that will be referred to the Complaints Committee for consideration at an inquiry.

49. The Association’s solicitor may participate in an inquiry before a committee but not vote thereat, but may participate in an investigation of any matter before the Committee, and/or recommend a solicitor be appointed by the Complaints Committee, to assist them in their duties, and in presentation of its evidence at the hearing before the Complaints Committee.

50. Where the Complaints Committee Chair directs that an inquiry be held into the conduct of a member, the Complaints Committee shall within thirty (30) days from the date of said recommendation, fix a date, time and place for the holding of the inquiry, which inquiry shall commence no later than sixty (60) days from the date of the recommendation.

51. All hearings of the Complaints Committee shall be held in private, unless that person whose conduct is the subject of the inquiry consents to a public hearing, or unless the Board is satisfied that none of the parties to the hearing would be prejudiced by the attendance of others at said hearing.

52. The person whose conduct is the subject of the inquiry is entitled to be represented by counsel or agent, and the person, or his counsel or agent, has the right to examine all documents and records to be used at the inquiry, prior to the date of the inquiry.

53. The testimony of witnesses at the inquiry shall be taken under oath, and there shall be a right to cross-examine all witnesses, and to call evidence in defence and reply.

54. All oaths shall be administered by the Complaints Committee Chair.

55. The Complaints Committee, or any party to the inquiry, may obtain, on praecipe from the Court of Queen’s Bench, subpoena for the attendance of witnesses and production of documents at the inquiry.

56. Where an inquiry into the conduct of a member is directed under this Constitution, the Complaints Committee may suspend that member from practice, pending the disposition of the inquiry.

57. Where, after an inquiry, the Complaints Committee, by a majority vote, finds a member to have been guilty of professional misconduct, conduct unbecoming a member, or to have demonstrated incapacity or unfitness to practice Athletic Therapy, or to be suffering from an ailment that might, if the member continues to practice Athletic Therapy, constitute a danger to the public, the Complaints Committee may, by resolution:

a) cause the name of that member to be erased from the Register or from any roster; and/or,

b) suspend the member; and/or,

c) reprimand the member; and/or,

d) permit the member to practice under such terms and conditions as the Complaints Committee may deem appropriate.

58. The decision of the Complaints Committee, and the reasons therefor, shall be reduced to writing, and served upon the person whose conduct is the subject of the inquiry, by courier or registered mail, or by personal service, at the address shown on the Register.

59. The Complaints Committee may award costs against any member.

60. The member who considers himself aggrieved by an order or decision of the Complaints Committee may appeal the decision to the Board by filing a written notice of appeal at the head office of the Association, no later than fifteen (15) days from the date of the decision.

61. The aggrieved member must file all documentation which he wished to be considered on his appeal within thirty (30) days from the date of the decision.

62. The Board, or the Complaints Committee, is entitled to employ such legal assistance or advisor as it thinks necessary to advise the Board, or to advise the Committee, at complaints or disciplinary inquiries.  In addition, the Complaints Committee Chair, with the concurrence of the Registrar, is empowered to employ such legal assistance in presenting evidence at an inquiry or hearing, before the Complaints Committee.

10.  Committees

10.1 The Board may appoint annually from amongst its members, the committees, and from amongst members of the Association, from time to time, such other committees as may be necessary and desirable.

NB: POINTS 64 - 86 HAVE BEEN MOVED TO 4.17 – 4.21 UNDER SECTION 4.BOARD OF DIRECTORS.

11. INTERPRETATION:

11.1 In all by-laws of the Association, and in this Constitution, where the context so requires or permits, the singular shall include the plural, and the plural the singular, and the masculine shall include the feminine, and the feminine the masculine, and the word “person”, shall include individuals, firms, and corporations.

11.2 In the event of dissolution of the Association, all assets, remaining following the payment of all debts and liabilities, shall be distributed to a not-for-profit or charitable organization having similar objectives to those of the Association.

Dated this                       day of                                   , 19      .

Witness the corporate seal of the Association.

MANITOBA ATHLETIC THERAPISTS ASSOCIATION, INC.

           
President

           
Secretary

 
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