Changes implemented April 26,2022 to the following articles were made to remove references to ASHT, update policies for online education, and update membership requirements.
- 3.0.1
- 3.0.2
- 3.0.4
- 3.0.5
- 3.1
- 3.3
- 3.5.3
- 3.6
- 4.0
- 4.2
- 5
- 5.4.1
- 6.1
- 6.2
- 6.3
- 7.1
- 7.1.2
- 7.1.3
- 7.2.1
- 8.0
- 8.1
- 8.2
- 9
- 11
- 12.0
- 12.1
- 12.2
- 12.3
ARTICLE 1 – NAME/OFFICES
The name of the Corporation shall be Hand Therapy Association of California (herein referred to as the “Corporation”). The Corporation is a non-profit corporation organized under the laws of the State of California and (the “Corporation”) shall have and continuously maintain a registered office and a registered agent in the State of California and may have such other offices within or without the state of California as the Board of Directors may from time to time determine.
ARTICLE 2 – MISSION
The mission of the Corporation is charitable, educational, and scientific, as defined in Section 501(c)(3) of the Internal Revenue Code, including but not limited to the promotion of education, research, and advancement of science in the field of hand therapy. The Corporation intends to fulfill its mission through communication, education, research, and the establishment of clinical standards.
ARTICLE 3 – MEMBERSHIP
3.0 Membership Definition
3.0.1 Members should be a registered/licensed Occupational or Physical therapist or an OT or PT assistant.
3.0.2 Board Officers should have 3 consecutive years of experience as active member of the organization and should demonstrate active participation and willingness to contribute volunteer hours of time.
3.0.3 Active members do not need to reside in the state of the named corporation.
3.0.4 Monetary awards and benefits bestowed by the Corporation, in particular travel grants, will NOT be awarded to members outside the state of California or outside of the United States of America.
3.0.5 Monetary awards and benefits bestowed by the Corporation will only be awarded after the Member demonstrates proof of completion of research, or travel involving hand therapy care in other countries. The Member will be required to report back to the Organization/Corporation in the form of an education presentation, presenting all funded Research or Hand Therapy Related Travel as proof of appropriate use of funds. Reimbursement will follow completion.
3.1 Application for Membership
Requests for membership shall be made by submitting an online registration for membership application to the Corporation which will be processed under criteria and procedures established by the Board of Directors. The Corporation has created its own membership application on the Organization webpage HTA-CA.org and will update it as needed.
3.2 Rights & Obligations of Members
All members shall abide by these bylaws and the policies of the Corporation. Members are expected to attend the Corporation’s meetings/seminars on a regular basis and to participate in the work of the Corporation. Members should endeavor to contribute to the educational activities of the Corporation. Members shall meet the financial obligations associated with the membership in the Corporation.
3.3 Membership fees shall be paid on a yearly basis to cover January 1 through December 31of the year paid. Fees paid mid-year shall apply to membership through December 31 of that year and must be renewed at the start of the new year.
3.3.1 Active members may vote and participate on committees.
3.3.2 Voting
An Active member shall be entitled to one vote in all matters coming before the membership.
3.4 Resignation
Members may resign from the Corporation at any time by giving written notice to the Membership Chair. Resignation does not relieve the member from meeting financial obligations incurred prior to the date of resignation.
3.5 Disciplinary Action
The Board of Directors by an affirmative vote of two-thirds of all the Board members may discipline a member for cause after an appropriate hearing.
3.5.1 Procedure
Due process will be afforded according to procedures established by the Board of Directors.
3.5.2 Reinstatement
Application for reinstatement of membership in the case of a membership that has been terminated must include assurance that the cause for membership loss has been remedied, payment of obligations to the Corporation incurred before termination have been made, and the former member qualifies under the current membership requirements.
3.5.3 Use of the HTA-CA Logo.
The HTA-CA Logo is proprietary and specific only to this Corporation. Use of the Logo must be by permission only. Color and design of the Logo must not be altered or changed without direct permission of the Corporation. The HTA-CA Logo may be used on official stationery, letterhead, Conference Banners presented by or participated in by the Corporation. The Logo may be placed on any appropriate items associated with and distributed at the annual conference presented by the Corporation. These include but are not limited to: Pens, bags, Tee shirts and other accessories. The Corporation reserves the right to grant permission to place the logo on any items.
3.6 Dues
The annual dues for members of the Corporation, the time for paying such dues and other fees, if any, shall be determined periodically by the Corporation’s Board of Directors. The active membership period of all dues shall extend from January 1 to December 31 of any given year, regardless of when in the year the dues are paid by the member. Active membership starts over January 1 of each year.
ARTICLE 4 – BOARD OF DIRECTORS
4.0 Board of Directors Composition
The Board of Directors will consist of four (4) persons, including the following:
- President
- Vice President
- Treasurer
- Secretary
The term of a Director shall be two years (to coincide with his or her service as an officer) and until his or her successor has qualified. Officers shall be elected by a majority of votes cast. Directors need not be residents of the state of incorporation. Terms of office shall begin in alternate years with the offices of president and secretary be elected in one year, and offices of vice president and treasurer begin in alternate years to assure continuity of program development and consistent management of association business. Nominations will be informally accepted for any office at any time and the nominees welcomed to participate in any committee activities within the Corporation to gain experience for future board participation.
4.1 General Power and Duties
The Corporation’s powers shall be exercised, and its affairs managed by the Board of Directors, except as otherwise expressly provided by law or by the Certificate of Incorporation or by these bylaws or as delegated by the Board.
Powers of the Board of Directors include:
4.1.1. Development, determination, and execution of the Corporation’s policies.
4.1.2. Interpretation and implementation of decisions of the members, and of the Board of Directors.
4.1.3. Establishing annual dues, registration fees and other assessments and charges.
4.1.4. Approval of the Corporation’s annual budget, the budget exceptions, and any activity directly funded by the Corporation.
4.1.5. Conduct of business as necessary to meet the objectives of Corporation.
4.1.6. Contracting for such professional services as it deems necessary to support the proper functioning of the Corporation including the designation of professional services including but not limited to:
- An accountant/tax advisor for annual reports.
- Website and technical services that enhance the Corporation’s ability to reach membership throughout the state of California and globally to provide educational services and other
4.2 Business Outside of Meetings
Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors entitled to vote with respect to the subject matter thereof.
Unless specifically prohibited by the Articles of Incorporation, members of the Board of Directors or any committees may participate in and act at any meeting of such Board or committee through use of a video conference, conference telephone call or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Such meeting shall constitute attendance and presence in person at the meeting of the person or persons participating. Given that virtual access has been well established within the Corporation, the use of ZOOM, Facetime or other Virtual meeting applications is accepted, and a member’s attendance by this means is accepted as participation in the meeting.
4.3 Quorum
A majority of the Directors shall constitute a quorum at a regular or special meeting of the Board of Directors. The act of majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise provided by law or these bylaws.
4.4 Resignation or Removal
4.4.1. Resignation: Any Board member may resign at any time upon submittal of written resignation to the President or the Vice President. The resignation may take effect immediately or at a later date as specified in the letter of resignation.
4.4.2. Removal: Any member of the Board of Directors may be removed for just cause, upon a 2/3 vote of the members entitled to vote. A Board member being considered for removal shall be so advised by the President in writing at least 10 days prior to the membership meeting at which the question of removal is to be addressed. The Board member shall be given the opportunity to present reasons against removal, either in writing or in person, prior to any vote on the question.
ARTICLE 5 – OFFICER & OFFICER’S DUTIES
The primary duties of the officers shall include, not be limited to, those listed below and further detailed in Board-approved organizational policy.
The officers of the Corporation shall be the President, Vice President, Secretary, Treasurer.
Hand Therapy Association of California –Officer Responsibilities and time commitments
PRESIDENT:
5.0 The President shall:
5.0.1 Be the Executive Officer of the Corporation
5.0.2 Preside at all meetings of the Corporation and the Board
5.0.3 Appoint, with the approval of the Board, all special committee chairmen
5.0.4 Have the power to sign all written obligations of the Corporation as approved by the Board.
5.0.5 Be empowered to act for the Corporation
5.0.6 Serve on the Board of Directors.
The president shall have access to the bank to purchase supplies for meetings and organization events with the approval of the other board members.
The President will accept duties assigned by the Conference Chairperson and assist in the presentation of the annual HTA-CA conference (held in the state of CA, open internationally)
Time Commitment: 4 hours per week, depending on your ability to delegate. Time increases with conference and special events. 2+ board meetings required per year, 1-2 hours each.
VICE PRESIDENT:
5.1 The Vice-President shall:
5.1.1 Preside in the absence of the President. (Make announcements at monthly meetings in the absence of the president.
5.1.2 Discharge presidential duties in the absence of the President
5.1.3 Serve on the Board of Directors.
The Vice – President shall have some access to the bank to purchase supplies for meetings and organization events with the approval of the other board members.
VP will maintain and hold supplies needed for conferences and monthly meetings: Banners, AV equipment, and will personally or by proxy make it available for use.
VP will accept duties assigned by the Conference Chairperson and assist in the presentation of the annual HTA-CA conference (held in the state of CA, available internationally)
Time Commitment: Depends on tasks delegated to this office. 2+ board meetings per year, 2 hours each, and time spent assisting with conference and special events.
SECRETARY:
The Secretary shall:
5.2.1 Prepare a record of the proceedings of all Board and Annual Business meetings and keep a transcript of virtual meetings, or minutes kept on all board meetings for potential audits.
5.2.2 Determine if a quorum is present at Board and Annual Business meetings.
5.2.3 Serve on the Board of Directors.
The Secretary: Time Requirements: 6 – 10 hours per month, increased time near conference.
- Shall accept duties assigned by the Conference Chairperson and assist in the presentation of the annual HTA-CA conference.
- Shall take minutes at the meetings, or transcribe minutes from another member if not available to attend the meeting or will assign a proxy
- Provide CEU certificates for all courses and monthly meetings offered by HTA-CA as an accredited organization.
TREASURER:
The Treasurer shall:
5.3.1 Be responsible for the conduct of the financial affairs of the Corporation.
5.3.2 Have all the Corporation’s finances reviewed each year by an outside auditor or tax accountant and file appropriate state and federal tax documents as appropriate.
5.3.3 Serve as an ex-officio member of any special committee or task force concerned with the Corporation’s finances.
5.3.4 The Treasurer shall assure that the Board-approved Annual Budget reflects at least a balance of revenues and expenses in Corporation operations.
The Treasurer shall:
- Ensure we are maintaining our “nonprofit” tax status by recommending expenditures or keeping informed on the tax law.
- Shall be elected and assume office one year prior to the preceding Treasurer end of term of office.
- The Treasurer should announce intention to vacate the office at least one year prior to the end of the elected term.
- Must have 3 years membership with HTACA in good standing and live in California.
Time Commitment: 2-8 hours per month, increases during Conference time.
COMMITTEE CHAIRS – VOLUNTEER, BOARD-SELECTED
EDUCATION:
Education committee Chair:
- Shall organize all monthly educational meetings to provide CEU credits for continuing education.
- Shall enlist speakers for the monthly meetings, collect their photos, bios, course objectives and questions for quizzes administered post seminar.
- Accept RSVPs via e-mail for meetings and send list to the membership chair, venue host and secretary.
- Assists with making and keeping recordings of virtual seminars and allowing qualified members to view the recordings.
- Creates Quizzes to be answered if seminars are viewed as a post recording.
- Attend the monthly meetings or delegate a representative. As of 2020 ALL monthly meetings will be VIRTUAL, using ZOOM webinar. The program handles payment and registrations. Members are allowed to register and attend free of additional charge.
- Assist with planning the HTW meeting including finding speakers and venues as needed. Assist with annual conference as needed.
- Welcomes volunteers to help with monthly educational meetings.
Time requirements: 3-6 hrs./month – with the advent of ZOOM webinar and virtual programming the time commitment has decreased dramatically on this position!
Term: none but helpful to give notice a year in advance and assist incoming chairperson for approx. 6 months. Other board and committee members and membership are welcome to suggest speakers and topics.
Web Site Committee Chair:
- Shall maintain the email communications with all members regarding: job postings, elections, nominations for office and committees.
- Shall provide tech support/website support and helping the board members with admin duties.
- Shall interface with web designers and members wishing to access information on the website such as paid job postings.
- Shall send out Mail Chimp email notifications to inform members of meetings, conferences, jobs, nominations for open office positions.
Time requirements: 2-4 hours per month.
About 30 min/week responding to and sorting emails and communication with board members and IT assistance.
30 minutes-1 hour – every few weeks allotted to create job postings and emails to members.
Term limits: Open to volunteer assistance, or person interested in chair.
Membership Committee Chair:
- Shall keep a current list of all members in good standing
- Shall keep track of membership dues and report these to the Treasurer
Time requirement: 1-2 hours a month to track attendance at monthly meetings.
Several hours are spent along with other officers and chairs during the annual conference.
Conference Chair:
The Conference Chair: Delegates these tasks to the other officers and committee chairs. The Chair oversees ALL aspects of the conference. Any Board Member or Committee chair can be selected to be Conference Chair, or Co-Chair.
Examples of tasks that can be delegated to board members and conference committee members:
- Choose the conference theme
- Design the brochure
- Invite speakers/ send them their contracts decide on payment Air, hotel, and stipend. Collect handouts and bios from all speakers
- Approve and design ads sent/ designed / approved by the board
- Schedule regular meeting to delegate tasks to board, chairs, and volunteers.
- Get AV organized at venue
- Get CEU’s approved by PT association and OT board, provide certificates
- Get treasurer to review the contracts for the hotel and compare prices
- Assign secretary or web chair to send eblasts regularly
- This is a partial list – these tasks are delegated throughout the conference committee with the Conference Chair supervising.
** All board members and chairs assist with the conference and volunteers are welcomed.
Social Media Liaison:
- Shall post educational seminars and conference information on all appropriate social media: Facebook, Instagram, Twitter, etc.
- Shall Post opportunities available from HTA-CA such as travel grants, research opportunities and Board or committee openings
Bylaws Committee Chair
- Shall maintain and edit bylaws and register them with the secretary of state if changes are needed, after the board reviews the changes.
- Shall serve as a reference person when a procedure is in question.
Terms of Office: ANY Board Position is held for 2 years.
5.4.0 A term of office shall begin on January 1st and shall terminate on December 31st, or if no successor has been elected, until a successor is elected and installed.
5.4.1 Officers may be re-elected to serve consecutive terms in the same office however, for not more than three (3) consecutive terms unless no other candidates come forth or are nominated and vetted and have been determined appropriate to occupy an officer position.
5.4.2 Vacancies
5.4.3 In the event of the vacancy in any office, except the office of President, the remaining Board Members shall elect a replacement to serve the unexpired term. In the event of a vacancy in the office of President, the Vice President shall serve the unexpired term of the President.
5.4.4 An officer who has served more than one-half of a term of office shall be considered to have served a full term.
ARTICLE 6 – COMMITTEES
6.1 Committees of Directors
The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of one or more directors, which committees, to the extent provided in said resolution, shall have and exercise privileges with the permission of the Board of Directors in management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon them by law.
6.2 Other Committees
Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, at least two members of each such committee shall be directors of the Corporation and the president of the Corporation shall appoint the members thereof. Any member thereof may be removed by the Board whenever in their judgment the best interests of the Corporation shall be served by such removal.
6.3 Term of Office
Each member of a committee shall continue as such until his/her successor is appointed, unless the Committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof or fails to fulfill duties expected of the committee.
6.4 Chairman
One member of each committee shall be appointed chairman.
6.5 Vacancies
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
6.6 Quorum
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
ARTICLE 7 – NOMINATIONS AND ELECTIONS
7.0 Voting Privileges
The voting members of the Corporation shall annually be provided opportunity to elect Officer/Board members as defined in Article 4.0.
7.0.1. Active Members may vote on all elective offices.
7.1 Nominations
A Nominating Committee shall be formed consisting of at least two (2) members comprised of active committee members or Chairs, including Board members. The members of the Nominating Committee shall be appointed by the Board of Directors, which shall include the immediate past president and one other nominated by the board of directors. In the event the past president does not wish to serve on the nominating committee, the board may nominate a second member of the organization in good standing to serve on this committee.
7.1.1 Any member may recommend candidates for officers in the Corporation to the Nominating Committee.
7.1.2 The written call for nominations will be sent to the membership no later than 45 days before a specified date on which nominations close.
7.1.3 The Nominating Committee shall present a slate of candidates or each elective position to be filled. Information on each nominated candidate will be posted on the HTA-CA.org website for review by all active members.
7.1.4 A member of the Nominating Committee cannot be nominated to office.
7.2 Election Procedures
7.2.1 Eligible Board positions shall be elected by electronic ballot by majority of votes cast by voting members, provided they are returned at a minimum ballot count from the number of voting members that would amount to a quorum.
7.2.2 The Nominating Committee shall prepare a ballot for election of officers to the Corporation. This ballot shall include a space for write-in votes.
7.2.3 Ballots shall be electronically emailed to all voting members of the Corporation eligible to vote on such matters.
7.2.4 Ballots shall state the deadline date for electronic return of the ballot and the address to which the ballot shall be returned. Ballots must be returned from at least the number of members that would achieve a quorum. A quorum being the majority of voting Association members.
ARTICLE 8 – MEETINGS
8.0 The Corporation shall have regular educational meetings with its members. In addition, the Corporation shall, at minimum once a year, set up an educational seminar/workshop, such as an annual conference. A standard meeting format with a standard program content shall be developed by the Board. All the Corporation’s meetings and seminars must have all income and expenses planned and approved by the Board.
8.1 Annual Business Meeting
- An annual business meeting of the Members of the Corporation shall be held at a time and place designated by the Board, for example during the annual hand therapy conference if such is sponsored by the Corporation. Otherwise, a designated “special Business meeting” shall be scheduled and offered to all members.
- The Annual Business Meeting shall be open to all members of the Corporation and to non-members by recommendation of the President and approval by majority vote of those members who are entitled to vote whom are in attendance.
8.2 Special Business Meetings
Special meetings may be called by the Board with notice sent by electronic means to Active Members at least thirty (30) and no more than sixty (60) days prior to the date of the meeting. Business to be transacted at any special meeting shall be stated in the notice.
8.3 Quorum
Fifteen (15%) percent of active members shall constitute a quorum for the transaction of business. The act of a majority of the members presents at a meeting at which a quorum is present shall be the act of members.
At any meeting of the members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his or her duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.
Any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of members, may be taken without a meeting and without a vote if a consent in writing, setting forth the action so taken, shall be signed either: (i) by all of the members entitled to vote with respect to the subject matter thereof, or (ii) by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting which all members entitled to vote thereon were present in voting.
ARTICLE 9 – FISCAL YEAR
The Fiscal Year is designated to be January 1- December 31 of any given year.
ARTICLE 10 – AMENDMENTS
10.0 Amendments shall be approved by the Board of Directors and/or by a majority vote from the active membership.
ARTICLE 11 – IMDEMNIFICATION, DISCLAIMER & INSURANCE
All Business of the Corporation shall meet the requirements to sustain Not for Profit status as registered by the State of California, as a 501 (c) 3 corporation. The Treasurer shall maintain all financial records, and an encrypted electronic copy shall be kept long term, including the IRS letter of approval for 510 c status. These records will be passed to Subsequent treasurers in the Corporation and accessible by all board members on request.
ARTICLE 11 – FINANCIAL AND TAX OBLIGATIONS
12.0 Contracts
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract of execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Contracts may include but are not limited to:
- Employment contracts involving paid work for the Corporation as approved by the Board of Directors designating payment and length of contract.
- Contracts entered into with event venues such as hotels or meeting halls used to host events sponsored and paid for by the Corporation for the benefit of its members.
- Event insurance coverage contracts entered into designed to indemnify the Corporation from any liability incurred at an event sponsored by the Corporation.
12.1 Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes or other evidence on indebtedness issued in the name of the Corporation, shall be signed by the Treasurer or by the President, as determined by legal signatures recorded at selected businesses such as banks. In the event the Treasurer is unable to be present, the President shall sign such instruments. All expenditures shall be reviewed by at least two board members.
Expenditures may include but are not limited to:
- Administrative costs and supplies for conferences and meetings.
- Contracting costs to hotels and meeting spaces for live conferences including room and board and meeting spaces, entertainment costs and speaker expenses.
- Promotional items such as bags and Tee shirts or any items that bear the Corporation Logo and are distributed to members.
- Honoraria paid to speakers
- Advertising and Website maintenance expenses
- Grants deemed appropriately earned by active members as approved by all board members
12.2 Deposits
All funds of the Corporation shall be deposited regularly and within deadline to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
12.3 Gifts
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. Monetary gifts may be considered by the Donee as a contribution for tax purposes.
ARTICLE 13 – BOOKS AND RECORDS
13.0 The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
ARTICLE 14 – DISSOLUTION
14.0 In the event of dissolution or final liquidation of the Corporation, pursuant to the Articles of Incorporation, all assets remaining after payment of its obligations have been met or provided for shall be distributed to and among qualified Section 501 (c)(3) scientific, educational, or philanthropic organizations as determined by the Corporation’s Board of Directors.