Massage For Good Health
98 Oakridge Drive
Indiana, Pennsylvania 15701
mfghealth@hotmail.com
ARTICLES OF ASSOCIATION, January 1, 2003
Amended March 18, 2005
Title I: Name, registered office and objects
Article 1
1. The name of the Association shall be Massage For Good Health.
Article 2
1. The Association's registered office shall be in Indiana, Pennsylvania, USA.
2. The Association is organized exclusively for charitable, religious, educational and scientific purposes under section 501 (c)(3) of the Internal Revenue Code.
3. The Association is registered with the Internal Revenue Service with the Employer Identification Number 251897660.
4. The Association is registered with the Pennsylvania Department of Revenue as a tax-exempt, charitable organization.
Article 3
1. The objects of the Association shall be directly or indirectly to carry on activities within the field of massage therapy as well as related activities and to carry on activities, in the opinion of the Board of Directors, compatible with such activities.
Article 4
1. Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed the federal government, or to a state or local government, for public purpose.
Title II: The Board of Directors and Executive Management
Article 4
1. The number of members of the Board of Directors, not counting the employee representatives referred, shall be not less than three and not more than nine. They shall be nominated by the Association's Nominating Committee and shall be elected by the Association's members and Board members of the Association at an annual meeting.
2. The terms of the members of the Board of Directors elected at the annual meeting shall be five years, with each term renewable if no other candidate for the position exists.
3. There will be no annual remuneration payable to the Board of Directors; however, Directors' reimbursement of actual and necessary reasonable expenses for performing their duties as Directors may be authorized by the Board.
Article 5
1. The Board of Directors shall appoint an Executive Management made up of two to five executive officers, one of whom may be appointed to the office of President.
Article 6
1. The Board of Directors shall elect two of its members as President and Vice President of the Board. In the absence of the President, the Vice President shall act in the place and stead of the President. In the case of a tie vote, the election shall be determined by the drawing of lots.
2. The President shall ensure that meetings of the Board of Directors are held when necessary. Meetings may also be called at the request of a member of the Board of Directors or a member of the Executive Management.
3. A record of the business transacted at Board meetings shall be entered in a minutes book and signed by all attending members.
4. The Board of Directors shall in Rules of Procedures regulate their proceedings as they think fit for the performance of their duties.
Article 7
1. A quorum for the transaction of the business of the Board of Directors shall exist when more than half of all the members of the Board are present.
2. All questions considered at Board meetings shall be decided by a simple majority of votes. In the case of a tie vote, the President or, in his/her absence, the Vice President shall have the casting vote.
Article 8
1. The Board of Directors may request that one or more of its members perform specific tasks for the Board against remuneration fixed by the Board. Any resolution regarding the performance of such tasks shall be entered in the Board's minutes book.
Article 9
1. The Association shall be bound in any legal transaction by the joint signatures of the President, Vice President, or CFO.
2. The Board of Directors shall be entitled to confer joint powers of procuration.
Title III: Financial statements and audit
Article 10
1. The fiscal year of the Association shall be the calendar year.
Article 11
1. The annual meeting shall elect two state-authorized public accountants, or just one state-authorized public accountant if legislation affords such possibility, for the period until the next annual meeting to audit the annual report of the Association.
Articles of Association adopted by the Board of Directors on January 1, 2003.
BYLAWS FOR MASSAGE FOR GOOD HEALTH A Pennsylvania-based, National Nonprofit Public-Charity Association
Adopted January 1, 2003 / Amended March 18, 2005
TABLE OF CONTENTS
ARTICLE I: MISSION AND CORE VALUES
ARTICLE II: POWERS
ARTICLE III: TRANSPARENCY
ARTICLE IV: ACCOUNTABILITY AND REVIEW
ARTICLE V: BOARD OF DIRECTORS
ARTICLE VI: NOMINATING COMMITTEE
ARTICLE VII: BOARD AND TEMPORARY COMMITTEES
ARTICLE VIII: OFFICERS
ARTICLE IX: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, & OTHER AGENTS
ARTICLE X: GENERAL PROVISIONS
ARTICLE XI: FISCAL MATTERS
ARTICLE XII: MEMBERS
ARTICLE XIII: OFFICES AND SEAL
ARTICLE XIV: AMENDMENTS
ARTICLE I: MISSION AND CORE VALUES
Section 1. MISSION
The mission of Massage For Good Health ("Association") is:
1. Provide ailing patients free massage therapy when those patients do not have adequate insurance coverage nor financial means to pay for therapy,
2. Ensure quality therapeutic care for those patients in the region of the United States in which they live,
3. Provide free massage therapy for the public across the United States at health fairs and other community events.
4. Solicit donations to provide funding for the free therapy services and benefits.
Section 2. CORE VALUES
In performing its mission, the following core values should guide the decisions and actions of the Association:
1. Preserving and enhancing the therapeutic care of Americans that do not have adequate medical insurance and finances to pay for therapy,
2. Promoting and sustaining a tranquil, Christian environment,
3. Respecting the privacy and flow of information by limiting the Association's activities to those matters within the Association's mission requiring or significantly benefiting therapy payment coordination,
4. Acting with a speed that is responsive to the needs of the public while, as part of the decision-making process, obtaining informed input from those most affected,
5. Making decisions by applying documented policies neutrally and objectively, with integrity and fairness,
6. Introducing and promoting massage therapy where practicable and beneficial in the public interest,
7. Remaining accountable to the public through mechanisms that enhance the Association's effectiveness,
8. To the extent feasible and appropriate, delegating coordination functions to or recognizing the policy role of other responsible entities that reflect the interests of affected parties,
9. Seeking and supporting broad, informed participation reflecting the functional, geographic, and cultural diversity of the public at all levels of policy development and decision-making,
10. Employing open and transparent policy development mechanisms that (i) promote well-informed decisions based on expert advice, and (ii) ensure that those entities most affected can assist in the policy development process,
11. Recognizing that governments and public authorities are responsible for public policy and duly taking into account governments' or public authorities' recommendations.
These core values are deliberately expressed in very general terms, so that they may provide useful and relevant guidance in the broadest possible range of circumstances. Because they are not narrowly prescriptive, the specific way in which they apply, individually and collectively, to each new situation will necessarily depend on many factors that cannot be fully anticipated or enumerated; and because they are statements of principle rather than practice, situations will inevitably arise in which perfect fidelity to all eleven core values simultaneously is not possible. Any Association member making a recommendation or decision shall exercise judgment to determine which core values are most relevant and how they apply to the specific circumstances of the case at hand, and to determine, if necessary, an appropriate and defensible balance among competing values.
ARTICLE II: POWERS
Section 1. GENERAL POWERS
Except as otherwise provided in the Articles of Association or these Bylaws, the powers of the Association shall be exercised by, and its property controlled and its business and affairs conducted by or under the direction of, the Board. With respect to any matters that would fall within the provisions of Article III, Section 6, the Board may act only by a majority vote of all members of the Board. In all other matters, except as otherwise provided in these Bylaws or by law, the Board may act by majority vote of those present at any annual, regular, or special meeting of the Board. Any references in these Bylaws to a vote of the Board shall mean the vote of only those members present at the meeting where a quorum is present unless otherwise specifically provided in these Bylaws by reference to "all of the members of the Board."
Section 2. RESTRICTIONS
The Association shall not act as an insurance provider, nor be responsible for the actions of the therapy provider(s) patients choose to utilize with funds provided by the Association.
Section 3. NON-DISCRIMINATORY TREATMENT
The Association shall not apply its standards, policies, procedures, or practices inequitably or single out any particular party for disparate treatment.
ARTICLE III: TRANSPARENCY
Section 1. PURPOSE
The Association and its constituent bodies shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness.
Section 2. WEBSITE
The Association shall maintain a publicly-accessible Internet World Wide Web site (the "Website"), which may include, among other things, (i) a calendar of scheduled meetings of the Board, Supporting Organizations, and Advisory Committees; (ii) a docket of all pending policy development matters, including their schedule and current status; (iii) specific meeting notices and agendas as described below; (iv) information on the Association's budget, annual audit, financial contributors and the amount of their contributions, and related matters; (v) information about the availability of accountability mechanisms, including reconsideration, independent review, and Ombudsman activities, as well as information about the outcome of specific requests and complaints invoking these mechanisms; (vi) announcements about Association activities of interest to significant segments of the public; (vii) comments received from the public on policies being developed and other matters; (viii) information about the Association's physical meetings and public forums; and (ix) other information of interest to the public.
Section 3. COORDINATOR
There shall be paid staff positions designated as Coordinator, Project Manager, or such other titles as shall be determined by the President, that shall be responsible, under the direction of the President, for coordinating the various aspects of public participation in the Association, including the Website and various other means of communicating with and receiving input from the public.
Section 4. MEETING NOTICES AND AGENDAS
At least seven days in advance of each Board meeting (or if not practicable, as far in advance as is practicable), a notice of such meeting and, to the extent known, an agenda for the meeting shall be posted.
Section 5. MINUTES AND PRELIMINARY REPORTS
1. All minutes of meetings of the Board and Supporting Organizations (and any councils thereof) shall be approved promptly by the originating body and provided to the Association's Secretary for posting on the Website.
2. No later than five (5) days after each meeting, any actions taken by the Board shall be made publicly available in a preliminary report on the Website; provided, however, that any actions relating to personnel or employment matters, legal matters (to the extent the Board determines it is necessary or appropriate to protect the interests of the Association), matters that the Association is prohibited by law or contract from disclosing publicly, and other matters that the Board determines, by a three-quarters (3/4) vote of Directors present at the meeting and voting, are not appropriate for public distribution, shall not be included in the preliminary report made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in general terms in the relevant preliminary report the reason for such nondisclosure.
3. No later than the day after the date on which they are formally approved by the Board, the minutes shall be made publicly available on the Website; provided, however, that any minutes relating to personnel or employment matters, legal matters (to the extent the Board determines it is necessary or appropriate to protect the interests of the Association), matters that the Association is prohibited by law or contract from disclosing publicly, and other matters that the Board determines, by a three-quarters (3/4) vote of Directors present at the meeting and voting, are not appropriate for public distribution, shall not be included in the minutes made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in general terms in the relevant minutes the reason for such nondisclosure.
Section 6. NOTICE AND COMMENT ON POLICY ACTIONS
1. With respect to any policies that are being considered by the Board for adoption that substantially affect the operation of the Association or third parties, including the imposition of any fees or charges, The Association shall:
a. provide public notice on the Website explaining what policies are being considered for adoption and why, at least twenty-one days (and if practical, earlier) prior to any action by the Board;
b. provide a reasonable opportunity for parties to comment on the adoption of the proposed policies, to see the comments of others, and to reply to those comments, prior to any action by the Board; and
c. in those cases where the policy action affects public policy concerns, to request the opinion of the Governmental Advisory Committee and take duly into account any advice timely presented by the Governmental Advisory Committee on its own initiative or at the Board's request.
2. Where both practically feasible and consistent with the relevant policy development process, an in-person public forum shall also be held for discussion of any proposed policies as described in Section 6(1)(b) of this Article, prior to any final Board action.
3. After taking action on any policy subject to this Section, the Board shall publish in the meeting minutes the reasons for any action taken, the vote of each Director voting on the action, and the separate statement of any Director desiring publication of such a statement.
Section 7. TRANSLATION OF DOCUMENTS
As appropriate and to the extent provided in the Association budget, the Association shall facilitate the translation of final published documents into various appropriate languages.
ARTICLE IV: ACCOUNTABILITY AND REVIEW
Section 1. PURPOSE
In carrying out its mission as set out in these Bylaws, the Association should be accountable to the public for operating in a manner that is consistent with these Bylaws, and with due regard for the core values set forth in Article I of these Bylaws. The provisions of this Article, creating processes for reconsideration and independent review of the Association's actions and periodic review of the Association's structure and procedures, are intended to reinforce the various accountability mechanisms otherwise set forth in these Bylaws, including the transparency provisions of Article III and the Board and other selection mechanisms set forth throughout these Bylaws.
Section 2. CONSIDERATION AND RECONSIDERATION
1. The Association will consider all requests for massage therapy funding with the following criterion:
a. the patient has a medical condition of which a physician has written a prescription for massage therapy as a means to improve said condition,
b. the patient submits all of their insurance company contact information, so the Association staff can confirm lack of insurance coverage for massage therapy treatments,
c. the patient submits a copy of their IRS tax return for the previous year, confirming lack of financial means to support adequate therapy,
d. the patient specifies the name and contact information of the therapist that will be performing their massage therapy treatments, so the Association's staff can confirm the credentials of that therapist.
2. The Association shall have in place a process by which any person or entity materially affected by an action of the Association may request review or reconsideration of that action by the Board.
3. Any person or entity may submit a request for reconsideration or review of an Association action or inaction ("Reconsideration Request") to the extent that he, she, or it have been adversely affected by:
a. one or more staff actions or inactions that contradict established Association policy(ies); or
b. one or more actions or inactions of the Association Board that have been taken or refused to be taken without consideration of material information, except where the party submitting the request could have submitted, but did not submit, the information for the Board's consideration at the time of action or refusal to act.
4. There shall be a Committee of the Board consisting of not less than three directors to review and consider any such requests ("Reconsideration Committee"). The Reconsideration Committee shall have the authority to:
a. evaluate requests for review or reconsideration;
b. determine whether a stay of the contested action pending resolution of the request is appropriate;
c. conduct whatever factual investigation is deemed appropriate;
d. request additional written submissions from the affected party, or from other parties; and
e. make a recommendation to the Board of Directors on the merits of the request.
5. The Association shall absorb the normal administrative costs of the reconsideration process.
6. All Reconsideration Requests must be submitted to an address designated by the Board's
Reconsideration Committee within thirty days after:
a. for requests challenging Board actions, the date on which information about the challenged Board action is first published in a preliminary report or minutes of the Board's meetings; or
b. for requests challenging staff actions, the date on which the party submitting the request became aware of, or reasonably should have become aware of, the challenged staff action; or
c. for requests challenging either Board or staff inaction, the date on which the affected person reasonably concluded, or reasonably should have concluded, that action would not be taken in a timely manner.
7. All Reconsideration Requests must include the information required by the Reconsideration Committee, which shall include at least the following information:
a. name, address, and contact information for the requesting party, including postal and, if available, e-mail addresses;
b. the specific action or inaction of the Association for which review or reconsideration is sought;
c. the date of the action or inaction;
d. the manner by which the requesting party will be affected by the action or inaction;
e. the extent to which, in the opinion of the party submitting the Request for Reconsideration, the action or inaction complained of adversely affects others;
f. whether a temporary stay of any action complained of is requested, and if so, the harms that will result if the action is not stayed;
g. in the case of staff action or inaction, a detailed explanation of the facts as presented to the staff and the reasons why the staff's action or inaction was inconsistent with established Association policy(ies);
h. in the case of Board action or inaction, a detailed explanation of the material information not considered by the Board and, if the information was not presented to the Board, the reasons the party submitting the request did not submit it to the Board before it acted or failed to act;
i. what specific steps the requesting party asks the Association to take - i.e., whether and how the action should be reversed, canceled, or modified, or what specific action should be taken;
j. the grounds on which the requested action should be taken; and
k. any documents the requesting party wishes to submit in support of its request.
8. All Reconsideration Requests shall be posted on the Website, unless the Requests relate to confidential medical information.
9. The Reconsideration Committee shall have authority to consider Reconsideration Requests from different parties in the same proceeding so long as (i) the requests involve the same general action or inaction and (ii) the parties submitting Reconsideration Requests are similarly affected by such action or inaction.
10. The Reconsideration Committee shall review Reconsideration Requests promptly upon receipt and announce, within thirty days, its intention to either decline to consider or proceed to consider a Reconsideration Request after receipt of the Request. The announcement shall be posted on the Website, unless the Request relates to confidential medical information.
11. The Reconsideration Committee announcement of a decision not to hear a Reconsideration Request must contain an explanation of the reasons for its decision.
12. The Reconsideration Committee may request additional information or clarifications from the party submitting the Request for Reconsideration.
13. The Reconsideration Committee may ask the Association?s staff for its views on the matter, which comments shall be made publicly available on the Website, unless the Request relates to confidential medical information.
14. If the Reconsideration Committee requires additional information, it may elect to conduct a meeting with the party seeking Reconsideration by telephone, e-mail or, if acceptable to the party requesting reconsideration, in person. To the extent any information gathered in such a meeting is relevant to any recommendation by the Reconsideration Committee, it shall so state in its recommendation.
15. The Reconsideration Committee may also request information relevant to the request from third parties. To the extent any information gathered is relevant to any recommendation by the Reconsideration Committee, it shall so state in its recommendation.
16. The Reconsideration Committee shall act on a Reconsideration Request on the basis of the public written record, including information submitted by the party seeking reconsideration or review, by the Association?s staff, and by any third party.
17. To protect against abuse of the reconsideration process, a request for reconsideration may be dismissed by the Reconsideration Committee where it is repetitive, frivolous, non-substantive, or otherwise abusive, or where the affected party had notice and opportunity to, but did not, participate in the public comment period relating to the contested action, if applicable. Likewise, the Reconsideration Committee may dismiss a request when the requesting party does not show that it will be affected by the Association's action.
18. The Reconsideration Committee shall make a final recommendation to the Board with respect to a Reconsideration Request within ninety days following its receipt of the request, unless impractical, in which case it shall report to the Board the circumstances that prevented it from making a final recommendation and its best estimate of the time required to produce such a final recommendation. The final recommendation shall be posted on the Website, unless the Request relates to confidential medical information.
19. The Board shall not be bound to follow the recommendations of the Reconsideration Committee. The final decision of the Board shall be made public as part of the preliminary report and minutes of the Board meeting at which action is taken.
20. The Consideration Staff shall submit a report to the Board on an annual basis containing at least the following information for the preceding calendar year:
a. the number and general nature of Consideration Requests received;
b. the number of Consideration Requests on which the Staff has taken action;
c. the number of Consideration Requests that remained pending at the end of the calendar year and the average length of time for which such Consideration Requests have been pending;
d. a description of any Consideration Requests that were pending at the end of the calendar year for more than ninety (90) days and the reasons that the Staff has not taken action on them;
e. the number and nature of Consideration Requests that the Staff declined to consider on the basis that they did not meet the criteria established in this policy;
f. for Consideration Requests that were denied, an explanation of any other mechanisms available to ensure that the Association is accountable to persons materially affected by its decisions; and
g. whether or not, in the Staff's view, the criteria for which consideration may be requested should be revised, or another process should be adopted or modified, to ensure that all persons materially affected by the Association?s decisions have meaningful access to a review process that ensures fairness while limiting frivolous claims.
21. The Reconsideration Committee shall submit a report to the Board on an annual basis containing at least the following information for the preceding calendar year:
a. the number and general nature of Reconsideration Requests received;
b. the number of Reconsideration Requests on which the Committee has taken action;
c. the number of Reconsideration Requests that remained pending at the end of the calendar year and the average length of time for which such Reconsideration Requests have been pending;
d. a description of any Reconsideration Requests that were pending at the end of the calendar year for more than ninety (90) days and the reasons that the Committee has not taken action on them;
e. the number and nature of Reconsideration Requests that the Committee declined to consider on the basis that they did not meet the criteria established in this policy;
f. for Reconsideration Requests that were denied, an explanation of any other mechanisms available to ensure that the Association is accountable to persons materially affected by its decisions; and
g. whether or not, in the Committee's view, the criteria for which reconsideration may be requested should be revised, or another process should be adopted or modified, to ensure that all persons materially affected by the Association's decisions have meaningful access to a review process that ensures fairness while limiting frivolous claims.
22. Each annual report shall also aggregate the information on the topics listed in paragraphs 20(a)-(e) and 21(a)-(e) of this Section for the period beginning 1 January 2003.
Section 3. INDEPENDENT REVIEW OF BOARD ACTIONS
1. In addition to the reconsideration process described in Section 2 of this Article, the Association shall have in place a separate process for independent third-party review of Board actions alleged by an affected party to be inconsistent with the Articles of Association or Bylaws.
2. Any person materially affected by a decision or action by the Board that he or she asserts is inconsistent with the Articles of Association or Bylaws may submit a request for independent review of that decision or action.
3. Requests for such independent review shall be referred to an Independent Review Panel ("IRP"), which shall be charged with comparing contested actions of the Board to the Articles of Association and Bylaws, and with declaring whether the Board has acted consistently with the provisions of those Articles of Association and Bylaws.
4. The IRP shall be operated by an international arbitration provider appointed from time to time by the Association ("the IRP Provider") using arbitrators under contract with or nominated by that provider.
5. Subject to the approval of the Board, the IRP Provider shall establish operating rules and procedures, which shall implement and be consistent with this Section 3.
6. Either party may elect that the request for independent review be considered by a three-member panel; in the absence of any such election, the issue shall be considered by a one-member panel.
7. The IRP Provider shall determine a procedure for assigning members to individual panels; provided that if the Association so directs, the IRP Provider shall establish a standing panel to hear such claims.
8. The IRP shall have the authority to:
a. request additional written submissions from the party seeking review, the Board, the Supporting Organizations, or from other parties;
b. declare whether an action or inaction of the Board was inconsistent with the Articles of Association or Bylaws; and
c. recommend that the Board stay any action or decision, or that the Board take any interim action, until such time as the Board reviews and acts upon the opinion of the IRP.
9. Individuals holding an official position or office within the Association's structure are not eligible to serve on the IRP.
10. In order to keep the costs and burdens of independent review as low as possible, the IRP should conduct its proceedings by e-mail and otherwise via the Internet to the maximum extent feasible. Where necessary, the IRP may hold meetings by telephone.
11. The IRP shall adhere to conflicts-of-interest policy stated in the IRP Provider's operating rules and procedures, as approved by the Board.
12. Declarations of the IRP shall be in writing. The IRP shall make its declaration based solely on the documentation, supporting materials, and arguments submitted by the parties, and in its declaration shall specifically designate the prevailing party. The party not prevailing shall ordinarily be responsible for bearing all costs of the IRP Provider, but in an extraordinary case the IRP may in its declaration allocate up to half of the costs of the IRP Provider to the prevailing party based upon the circumstances, including a consideration of the reasonableness of the parties' positions and their contribution to the public interest. Each party to the IRP proceedings shall bear its own expenses.
13. The IRP operating procedures, and all petitions, claims, and declarations, shall be posted on the Website when they become available.
14. The IRP may, in its discretion, grant a party's request to keep certain information confidential, such as trade secrets and confidential medical information.
15. Where feasible, the Board shall consider the IRP declaration at the Board's next meeting.
Section 4. PERIODIC REVIEW OF ASSOCIATION'S STRUCTURE AND OPERATIONS
1. The Board shall cause a periodic review, if feasible no less frequently than every three years, of the performance and operation of each Supporting Organization, each Supporting Organization Council, each Advisory Committee (other than the Governmental Advisory Committee), and the Nominating Committee by an entity or entities independent of the organization under review. The goal of the review, to be undertaken pursuant to such criteria and standards as the Board shall direct, shall be to determine (i) whether that organization has a continuing purpose in the Association?s structure, and (ii) if so, whether any change in structure or operations is desirable to improve its effectiveness. The results of such reviews shall be posted on the Website for public review and comment, and shall be considered by the Board no later than the second scheduled meeting of the Board after such results have been posted for 30 days. The consideration by the Board includes the ability to revise the structure or operation of the parts of the Association's being reviewed by a two-thirds vote of all members of the Board.
2. The first of such reviews shall be initiated no later than 15 December 2003 and to be completed in time for Board consideration at the Association's annual meeting in 2004. Subsequent reviews shall be initiated no later than the 15th day of December of any calendar year to be completed in time for Board consideration at the Association's next annual meeting.
3. The Governmental Advisory Committee shall provide its own review mechanisms.
ARTICLE V: BOARD OF DIRECTORS
Section 1. COMPOSITION OF THE BOARD
The Association's Board of Directors ("Board") shall consist of not less than three and not more than nine voting members ("Directors"). Only Directors shall be included in determining the existence of quorums, and in establishing the validity of votes taken by the Association?s Board.
Section 2. DIRECTORS AND THEIR SELECTION; ELECTION OF CHAIRMAN AND VICE-CHAIRMAN
1. The Directors shall consist of:
a. Three to nine voting members selected by a Nominating Committee established by Article VI of these Bylaws. These seats on the Board of Directors are referred to in these Bylaws as Seats 1 through 9.
b. The President ex officio, who shall be a voting member.
2. In carrying out its responsibilities to fill Seats 1 through 9, the Nominating Committee shall seek to ensure that the Association's Board is composed of members who in the aggregate display diversity in geography, culture, skills, experience, and perspective, by applying the criteria set forth in Section 3 of this Article.
3. The Board shall annually elect a Chairman and a Vice-Chairman from among the Directors.
Section 3. CRITERIA FOR SELECTION OF DIRECTORS
Association Directors shall be:
1. Accomplished persons of integrity, objectivity, and intelligence, with reputations for sound judgment and open minds, and a demonstrated capacity for thoughtful group decision-making;
2. Persons with an understanding of the Association's mission and the potential impact of Association decisions on the public, and committed to the success of the Association;
3. Persons who will produce the broadest cultural and geographic diversity on the Board consistent with meeting the other criteria set forth in this Section;
4. Persons who, in the aggregate, have personal familiarity with the practice of massage therapy and medicine; with policy-development procedures, legal traditions, and the public interest; and with the broad range of business, individual, academic experience;
5. Persons who are willing to serve as volunteers, without compensation other than the reimbursement of certain expenses; and
6. Persons who are able to work and communicate in written and spoken English.
Section 4. ADDITIONAL QUALIFICATIONS
1. Notwithstanding anything herein to the contrary, no official of a national government or a multinational entity established by treaty or other agreement between national governments may serve as a Director. As used herein, the term "official" means a person (i) who holds an elective governmental office or (ii) who is employed by such government or multinational entity and whose primary function with such government or entity is to develop or influence governmental or public policies.
Section 5. DIRECTORS' CONFLICTS OF INTEREST
The Board, through a committee designated for that purpose, shall require a statement from each Director not less frequently than once a year setting forth all business and other affiliations which relate in any way to the business and other affiliations of the Association. Each Director shall be responsible for disclosing to the Association any matter that could reasonably be considered to make such Director an "interested director". In addition, each Director shall disclose to the Association any relationship or other factor that could reasonably be considered to cause the Director to be considered to be an "interested person". The Board shall adopt policies specifically addressing Director, Officer, and Supporting Organization conflicts of interest. No Director shall vote on any matter in which he or she has a material and direct financial interest that would be affected by the outcome of the vote.
Section 6. DUTIES OF DIRECTORS
Directors shall serve as individuals who have the duty to act in what they reasonably believe are the best interests of the Association and not as representatives of the entity that selected them, their employers, or any other organizations or constituencies.
Section 7. TERMS OF DIRECTORS
1. The regular term of office of Director Seats 1 through 9 lasts five years and shall begin as follows:
a. The regular terms of Seats 1 through 9 shall begin at the conclusion of the Association's annual meeting in 2004 and each Association annual meeting every year after 2004;
2. Each Director holding any of Seats 1 through 9, including a Director selected to fill a vacancy, shall hold office for a term that lasts until the next term for that Seat commences and until a successor has been selected and qualified or until that Director resigns or is removed in accordance with these Bylaws.
3. At least one month before the commencement of each annual meeting, the Nominating Committee shall give the Secretary of the Association written notice of its selection of Directors for vacant seats with terms beginning at the conclusion of the annual meeting.
4. No later than five months after the conclusion of each annual meeting, any Supporting Organization entitled to select a Director for a Seat with a term beginning on the day six months after the conclusion of the annual meeting shall give the Secretary of the Association written notice of its selection.
5. The term as Director of the person holding the office of President shall be for as long as, and only for as long as, such person holds the office of President.
Section 8. RESIGNATION OF A DIRECTOR
Any Director or non-voting liaison may resign at any time, either by oral tender of resignation at any meeting of the Board (followed by prompt written notice to the Secretary of the Association) or by giving written notice thereof to the President or the Secretary of the Association. Such resignation shall take effect at the time specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The successor shall be selected pursuant to Section 10 of this Article.
Section 9. REMOVAL OF A DIRECTOR OR NON-VOTING LIAISON
1. Any Director may be removed, following notice to that Director and, if selected by a Supporting Organization, to that Supporting Organization, by a three-fourths (3/4) majority vote of all Directors; provided, however, that the Director who is the subject of the removal action shall not be entitled to vote on such an action or be counted as a voting member of the Board when calculating the required three-fourths (3/4) vote; and provided further, that each vote to remove a Director shall be a separate vote on the sole question of the removal of that particular Director.
2. With the exception of the non-voting liaison appointed by the Governmental Advisory Committee, any non-voting liaison may be removed, following notice to that liaison and to the organization by which that liaison was selected, by a three-fourths (3/4) majority vote of all Directors if the selecting organization fails to promptly remove that liaison following such notice. The Board may request the Governmental Advisory Committee to consider the replacement of the non-voting liaison appointed by that Committee if the Board, by a three-fourths (3/4) majority vote of all Directors, determines that such an action is appropriate.
Section 10. VACANCIES
1. A vacancy or vacancies in the Board of Directors shall be deemed to exist in the case of the death, resignation, or removal of any Director; if the authorized number of Directors is increased; or if a Director has been declared of unsound mind by a final order of court or convicted of a felony or incarcerated for more than 90 days as a result of a criminal conviction. Any vacancy occurring on the Board of Directors shall be filled by the Nominating Committee, unless (a) that Director was selected by a Supporting Organization, in which case that vacancy shall be filled by that Supporting Organization, or (b) that Director was the President, in which case the vacancy shall be filled in accordance with the provisions of Article XIII of these Bylaws. The selecting body shall give written notice to the Secretary of the Association of their appointments to fill vacancies. A Director selected to fill a vacancy on the Board shall serve for the unexpired term of his or her predecessor in office and until a successor has been selected and qualified. No reduction of the authorized number of Directors shall have the effect of removing a Director prior to the expiration of the Director's term of office.
2. The organizations selecting the non-voting liaisons are responsible for determining the existence of, and filling, any vacancies in those positions. They shall give the Secretary of the Association written notice of their appointments to fill vacancies.
Section 11. ANNUAL MEETINGS
Annual meetings of the Association shall be held for the purpose of electing Officers and for the transaction of such other business as may come before the meeting. Each annual meeting shall be held during the first quarter of the calendar year. The annual meeting shall be held in the city of the principal office of the Association. The annual meeting shall be open to the public.
Section 12. REGULAR MEETINGS
Regular meetings of the Board shall be held on dates to be determined by the Board. In the absence of other designation, regular meetings shall be held at the principal office of the Association.
Section 13. SPECIAL MEETINGS
Special meetings of the Board may be called by or at the request of one-quarter (1/4) of the members of the Board or by the President. A call for a special meeting shall be made by the Secretary of the Association. In the absence of designation, special meetings shall be held at the principal office of the Association.
Section 14. NOTICE OF MEETINGS
Notice of time and place of all meetings shall be delivered personally or by telephone or by electronic mail to each Director and non-voting liaison, or sent by first-class mail (air mail for addresses outside the United States) or facsimile, charges prepaid, addressed to each Director and non-voting liaison at the Director's or non-voting liaison's address as it is shown on the records of the Association. In case the notice is mailed, it shall be deposited in the United States mail at least fourteen (14) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or facsimile or electronic mail it shall be delivered personally or by telephone or facsimile or electronic mail at least forty-eight (48) hours before the time of the holding of the meeting. Notwithstanding anything in this Section to the contrary, notice of a meeting need not be given to any Director who signed a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
Section 15. QUORUM
At all annual, regular, and special meetings of the Board, a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, unless otherwise provided herein or by law. If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time to another place, time, or date. If the meeting is adjourned for more than twenty-four (24) hours, notice shall be given to those Directors not at the meeting at the time of the adjournment.
Section 16. ACTION BY TELEPHONE MEETING OR BY OTHER COMMUNICATIONS EQUIPMENT
Members of the Board or any Committee of the Board may participate in a meeting of the Board or Committee of the Board through use of (i) conference telephone or similar communications equipment, provided that all Directors participating in such a meeting can speak to and hear one another or (ii) electronic video screen communication or other communication equipment; provided that (a) all Directors participating in such a meeting can speak to and hear one another, (b) all Directors are provided the means of fully participating in all matters before the Board or Committee of the Board, and (c) the Association adopts and implements means of verifying that (x) a person participating in such a meeting is a Director or other person entitled to participate in the meeting and (y) all actions of, or votes by, the Board or Committee of the Board are taken or cast only by the members of the Board or Committee and not persons who are not members. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting. The Association shall make available at the place of any meeting of the Board the telecommunications equipment necessary to permit members of the Board to participate by telephone.
Section 17. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board or a Committee of the Board may be taken without a meeting if all of the Directors entitled to vote thereat shall individually or collectively consent in writing to such action. Such written consent shall have the same force and effect as the unanimous vote of such Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Section 18. ELECTRONIC MAIL
If permitted under applicable law, communication by electronic mail shall be considered equivalent to any communication otherwise required to be in writing. The Association shall take such steps as it deems appropriate under the circumstances to assure itself that communications by electronic mail are authentic.
Section 19. RIGHTS OF INSPECTION
Every Director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind, and to inspect the physical properties of The Association. The Association shall establish reasonable procedures to protect against the inappropriate disclosure of confidential information.
Section 20. COMPENSATION
The Directors shall receive no compensation for their services as Directors. The Board may, however, authorize the reimbursement of actual and necessary reasonable expenses incurred by Directors and non-voting liaisons performing their duties as Directors or non-voting liaisons.
Section 21. PRESUMPTION OF ASSENT
A Director present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
ARTICLE VI: NOMINATING COMMITTEE
Section 1. DESCRIPTION
There shall be a Nominating Committee of the Association, responsible for the selection of all Association Directors, and for such other selections as are set forth in these Bylaws.
Section 2. COMPOSITION
The Nominating Committee shall be composed of the following persons:
1. A Chair, appointed by the Association Board;
2. The immediately previous Nominating Committee Chair;
3. A non-voting Associate Chair, who may be appointed by the Chair, at his or her sole discretion, to serve during all or part of the term of the Chair. The Associate Chair may not be a person who is otherwise a member of the same Nominating Committee. The Associate Chair shall assist the Chair in carrying out the duties of the Chair, but shall not serve, temporarily or otherwise, in the place of the Chair.
Section 3. TERMS
1. Each voting delegate shall serve a one-year term.
2. The regular term of each voting delegate shall begin at the conclusion of an Association annual meeting and shall end at the conclusion of the immediately following Association annual meeting.
3. Non-voting liaisons shall serve during the term designated by the entity that appoints them. The Chair, the immediately previous Chair serving as an advisor, and any Associate Chair shall serve as such until the conclusion of the next Association annual meeting.
4. Vacancies in the positions of non-voting liaison or Chair shall be filled by the entity entitled to select the non-voting liaison or Chair involved. A vacancy in the position of the immediately previous nominating Committee Chair may be filled by the Board from among persons with prior service on the Board or a Nominating Committee. A vacancy in the position of Associate Chair may be filled by the Chair in accordance with the criteria established by Section 2(3) of this Article.
5. The existence of any vacancies shall not affect the obligation of the Nominating Committee to carry out the responsibilities assigned to it in these Bylaws.
Section 6. ADMINISTRATIVE AND OPERATIONAL SUPPORT
The Association shall provide administrative and operational support necessary for the Nominating Committee to carry out its responsibilities.
Section 7. PROCEDURES
1. The Nominating Committee will consider all nominations from the public, Association staff and Directors.
2. The Nominating Committee shall adopt such operating procedures as it deems necessary, which shall be published on the Website.
ARTICLE VII: BOARD AND TEMPORARY COMMITTEES
Section 1. BOARD COMMITTEES
The Board may establish one or more committees of the Board, which shall continue to exist until otherwise determined by the Board. Only Directors may be appointed to a Committee of the Board. If a person appointed to a Committee of the Board ceases to be a Director, such person shall also cease to be a member of any Committee of the Board. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member at any meeting of the committee. Committee members may be removed from a committee at any time by a two-thirds (2/3) majority vote of all members of the Board; provided, however, that any Director or Directors which are the subject of the removal action shall not be entitled to vote on such an action or be counted as a member of the Board when calculating the required two-thirds (2/3) vote; and, provided further, however, that in no event shall a Director be removed from a committee unless such removal is approved by not less than a majority of all members of the Board.
Section 2. POWERS OF BOARD COMMITTEES
1. The Board may delegate to Committees of the Board all legal authority of the Board except with respect to:
a. The filling of vacancies on the Board or on any committee;
b. The amendment or repeal of Bylaws or the Articles of Association or the adoption of new Bylaws or Articles of Association;
c. The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
d. The appointment of committees of the Board or the members thereof;
e. The approval of any self-dealing transaction;
f. The approval of the annual budget required by Article XI; or
g. The compensation of any officer described in Article VIII.
2. The Board shall have the power to prescribe the manner in which proceedings of any Committee of the Board shall be conducted. In the absence of any such prescription, such committee shall be governed by the provisions of "Robert's Rules of Order Newly Revised, 1990 Edition" applicable to meetings and actions of the Board. Each committee shall keep regular minutes of its proceedings and shall report the same to the Board from time to time, as the Board may require.
Section 3. TEMPORARY COMMITTEES
The Board may establish such temporary committees as it sees fit, with membership, duties, and responsibilities as set forth in the resolutions or charters adopted by the Board in establishing such committees.
ARTICLE VIII: OFFICERS
Section 1. OFFICERS
The officers of the Association shall be a President (who shall serve as Chief Executive Officer), a Vice President, a Secretary, and a Chief Financial Officer. The Association may also have, at the discretion of the Board, any additional officers that it deems appropriate. All but the CFO may hold more than one office, but not more than two offices.
Section 2. ELECTION OF OFFICERS
Vacant Director offices shall be elected annually by the Board, pursuant to the recommendation of the President or, in the case of the President, of the Chairman of the Association Board. Each such officer shall hold his or her office for five years or resigns, is removed, or is otherwise disqualified to serve.
Section 3. REMOVAL OF OFFICERS
Any Officer may be removed, either with or without cause, by a two-thirds (2/3) majority vote of all the members of the Board. Should any vacancy occur in any office as a result of death, resignation, removal, disqualification, or any other cause, the Board may delegate the powers and duties of such office to any Officer or to any Director until such time as a successor for the office has been elected.
Section 4. PRESIDENT
The President shall be the Chief Executive Officer (CEO) of the Association in charge of all of its activities and business. All other officers and staff shall report to the President or his or her delegate, unless stated otherwise in these Bylaws. The President shall serve as an ex officio member of the Board, and shall have all the same rights and privileges of any Board member. The President shall be empowered to call special meetings of the Board as set forth herein, and shall discharge all other duties as may be required by these Bylaws and from time to time may be assigned by the Board.
Section 5. SECRETARY
The Secretary shall keep or cause to be kept the minutes of the Board in one or more books provided for that purpose, shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and in general shall perform all duties as from time to time may be prescribed by the President or the Board.
Section 6. CHIEF FINANCIAL OFFICER / TREASURER
The Chief Financial Officer ("CFO") shall be the chief financial officer of the Association. If required by the Board, the CFO shall give a bond for the faithful discharge of his or her duties in such form and with such surety or sureties as the Board shall determine. The CFO shall have charge and custody of all the funds of the Association and shall keep or cause to be kept, in books belonging to the Association, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of the Association in such depositories as may be designated for that purpose by the Board. The CFO shall disburse the funds of the Association as may be ordered by the Board or the President and, whenever requested by them, shall deliver to the Board and the President an account of all his or her transactions as CFO and of the financial condition of the Association. The CFO shall be responsible for the Association's financial planning and forecasting and shall assist the President in the preparation of the Association's annual budget. The CFO shall coordinate and oversee the Association's funding, including any audits or other reviews of the Association or its Supporting Organizations. The CFO shall be responsible for all other matters relating to the financial operation of the Association.
Section 7. ADDITIONAL OFFICERS
In addition to the officers described above, any additional or assistant officers who are elected or appointed by the Board shall perform such duties as may be assigned to them by the President or the Board.
Section 8. COMPENSATION AND EXPENSES
The compensation of any Officer of the Association shall be approved by the Board. Expenses incurred in connection with performance of their officer duties may be reimbursed to Officers upon approval of the President (in the case of Officers other than the President), by another Officer designated by the Board (in the case of the President), or the Board.
Section 9. CONFLICTS OF INTEREST
The Board, through a committee designated for that purpose, shall establish a policy requiring a statement from each Officer not less frequently than once a year setting forth all business and other affiliations which relate in any way to the business and other affiliations of the Association.
ARTICLE IX: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
The Association shall indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Association, provided that the indemnified person's acts were done in good faith and in a manner that the indemnified person reasonably believed to be in the Association's best interests and not criminal. For purposes of this Article, an "agent" of the Association includes any person who is or was a Director, Officer, employee, or any other agent of the Association (including a member of any Supporting Organization, any Advisory Committee, the Nominating Committee, any other Association committee) acting within the scope of his or her responsibility; or is or was serving at the request of the Association as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Association against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Association would have the power to indemnify the agent against that liability under the provisions of this Article.
ARTICLE X: GENERAL PROVISIONS
Section 1. CONTRACTS
The Board may authorize any Officer or Officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. In the absence of a contrary Board authorization, contracts and instruments may only be executed by two of the following Officers: President, any Vice President, or the CFO. Unless authorized or ratified by the Board, no other Officer, agent, or employee shall have any power or authority to bind the Association or to render it liable for any debts or obligations.
Section 2. DEPOSITS
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board, or the President under its delegation, may select.
Section 3. CHECKS
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by no less than two Officers of the Association and in such a manner as shall from time to time be determined by resolution of the Board.
Section 4. LOANS
No loans shall be made by or to the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances; provided, however, that no loans shall be made by the Association to its Directors or Officers.
ARTICLE XI: FISCAL MATTERS
Section 1. ACCOUNTING
The fiscal year end of the Association shall be the end of the calendar year.
Section 2. AUDIT
At the end of the fiscal year, the books of the Association shall be closed and audited by certified public accountants, if legislation affords such possibility. The appointment of the fiscal auditors shall be determined at the Association's annual meeting.
Section 3. ANNUAL REPORT AND ANNUAL STATEMENT
The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and a description of any payments made by the Association to Directors (including reimbursements of expenses). The Association shall cause the annual report and the annual statement of certain transactions to be prepared and sent to each member of the Board and to such other persons as the Board may designate, no later than one hundred twenty (120) days after the close of the Association?s fiscal year.
Section 4. ANNUAL BUDGET
At least forty-five (45) days prior to the commencement of each fiscal year, the President shall prepare and submit to the Board, a proposed annual budget of the Association for the next fiscal year, which shall be posted on the Website. The proposed budget shall identify anticipated revenue sources and levels and shall, to the extent practical, identify anticipated material expense items by line item. The Board shall adopt an annual budget and shall publish the adopted Budget on the Website.
Section 5. FEES AND CHARGES
1. No fees or charges are currently required for the services and benefits the Association provides.
2. The Board has the right to set fees and charges for the services provided by the Association, with the goal of fully recovering the reasonable costs of the operation of the Association and establishing reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of the Association. Such fees and charges shall be fair and equitable, shall be published for public comment prior to adoption, and once adopted shall be published on the Website in a sufficiently detailed manner so as to be readily accessible.
ARTICLE XII: MEMBERS
The Association has no members, but shall consider all therapy fund recipients, financial supporters, Association staff and Association volunteers as non-voting liasons of the Association.
ARTICLE XIII: OFFICES AND SEAL
Section 1. OFFICES
The principal office for the transaction of the business of the Association shall be in the County of Indiana, State of Pennsylvania, United States of America. The Association may also have an additional office or offices within or outside the United States of America as it may from time to time establish.
Section 2. SEAL
The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE XIV: AMENDMENTS
Except as otherwise provided in the Articles of Association or these Bylaws, the Articles of Association or Bylaws of the Association may be altered, amended, or repealed and new Articles of Association or Bylaws adopted only upon action by a two-thirds (2/3) vote of all members of the Board.
Bylaws adopted by the Board of Directors on March 18, 2005.
2005 - 2010 Massage For Good Health Board Members
President, Dawn Leone - Founder of MFGH, Entrepreneur, and Massage Therapist - Miss Leone has her formal education in Pharmacy and Business Administration from Duquesne University, and her massage therapy education from some of the foremost experts in the nation. Miss Leone owns L'Therapy Group, a massage therapy practice she founded in 1997 in Indiana, PA, employing six massage therapists and one physical therapist. Miss Leone coordinates all volunteer efforts, as well as community service projects. Dawn Leone has won professional awards for her efforts in promoting the massage therapy field and for her philanthropic efforts.
Vice President, Dr. Nashat Zuraikat - College Professor - Dr. Zuraikat has his formal education in Nursing and Hospital Administration. He is the Coordinator of graduate studies in nursing as well as a professor in that department at IUP. Dr. Zuraikat is a Sigma Theta Tau member and recipient of the Outstanding Professor Award from Phi Kappa Phi as well as being recognized in the prestigious, "Who's Who in Education". He has been active in promoting the benefits of massage therapy in the community and serves on advisory boards across the nation in his fields of expertise and on boards of directors for various charities. Dr. Zuraikat is also active in his community and his church.
Secretary, Vicki Robbins - Paralegal. Mrs. Robbins has experience working in local / state government and the legal community. She is active in womens' business groups, the Boy Scouts of America and her community.
No board members are compensated for their efforts on this Board.
RULES OF PROCEDURES FOR BOARD MEETINGS AND ANNUAL MEETINGS
Rules of procedures for Association Board meetings and Association annual meetings shall follow procedures as set in "Robert's Rules of Order Newly Revised, 1990 Edition", by General Henry M. Robert, published by Scott, Foresman and Company. The Board may also agree to use newer versions of the book. The book shall be present at all Board and annual meetings.
Rules of Procedure adopted by the Board of Directors on January 1, 2003.
