Bylaws



INTERNATIONAL MODAPTS ASSOCIATION

BY-LAWS

Effective Date – October 17, 2006

(Revised October 17, 2006)


Article 1 – Name & Identification

The name of this organization is The International MODAPTS Association. It is a 501-(c)(3) not-for-profit organization founded in 1989 under an agreement with Heyde Dynamics Pty, Ltd., an Australian Corporation, and Western Michigan University, Kalamazoo, Michigan.

C. G. Heyde developed a predetermined time standard system for work measurement that was called MODAPTS Plus. Heyde Dynamics Pty, Ltd., was started as a research and marketing company to promote MODAPTS Plus. Under the agreement, Heyde Dynamics Pty, Ltd., transferred all rights to certify, license, teach, publish and otherwise promote the use of MODAPTS in North & South America to the International MODAPTS Association.

The original agreement with Western Michigan University was officially terminated November 1999. The Association continues it’s not-for-profit status in the state of Michigan, per the arrangements of the United States Corporation Company. The IMA Administrative Office was transferred to Southern Shores, North Carolina, and continues in that location.


ARTICLE 2 – MISSION STATEMENT

The mission of the International MODAPTS Association is to have research performed to improve and expand MODAPTS, to extend the use of MODAPTS, both geographically and functionally, to establish standards for teaching MODAPTS, to certify teachers who meet these standards, to create practitioner certification standards, to create an institution that will evaluate and approve modifications to MODAPTS and the equipment and literature concerning MODAPTS, and to license others to use, teach, publish, or otherwise use MODAPTS.


ARTICLE 3 – MEMBERSHIP

3.1 CLASSES OF MEMBERSHIP

3.1.1 Individual Membership – Participating members shall consist of individuals who meet the qualifications for membership in section 3.2.

3.1.2 Corporate Membership – Businesses and organizations that have many MODAPTS practitioners that meet the qualifications for membership in section 3.2 may obtain Corporate Membership for their practitioners.

3.1.3 Honorary Membership – This is the highest grade of membership in the Association, which recognizes outstanding leadership and contributions to the Association. This category includes the “Founders” and “Directors Emeritus”.


3.2 QUALIFICATIONS FOR MEMBERSHIP

3.2.1 Each member shall express an interest in the Association through gaining certification as a practitioner, or as a minimum paying the annual membership dues of the Association.

3.2.2 Members shall comply with the code of ethics or other rules that apply to the use of MODAPTS by the Association.

3.2.3 Members shall conform to the standards of quality established by the Association for the application or teaching of MODAPTS.

3.2.4 Members shall promptly pay all dues or assessments owing to the Association.


ARTICLE 4 – EXECUTIVE COMMITTEE

4.1 OFFICERS – The International MODAPTS Association shall be governed by an Executive Committee composed of the following officers:

4.1.1 President – The President shall be responsible for the overall direction of the Officers. The President shall organize and direct two meetings per year, chair an annual conference and make appointments to committees as necessary. With the assistance of the Executive Director, the President will prepare and distribute quarterly financial and status reports to the Officers and Directors.

4.1.2 Secretary / Treasurer – The Secretary / Treasurer shall keep minutes of all meetings of the IMA and maintain other records as required. He / She shall serve as President in the absence of the President, or in the case of a vacancy in the Presidency, until a new President is elected. With the assistance of the Executive Director, the Secretary / Treasurer shall prepare and submit for approval an annual budget.

4.1.3. Vice-President of Certification – The Vice President of Certification is responsible for the maintenance of the training manuals, for the practitioner certification exams, for the establishment of standards for the certification of instructors, and for the supervision of any research in MODAPTS for the Association.

4.1.4. Vice-President of Communication – The Vice-President of Communication shall edit and publish a newsletter, “The MODAPTS News”, several times a year and other publications of the Association. The Vice-President shall be responsible for the establishment and maintenance of the Association’s web-site and other avenues of communication with individuals and organizations.

4.1.5. Vice-President of Marketing – The Vice-President of Marketing shall develop a marketing plan and materials for MODAPTS and the Association, shall promote MODAPTS and the IMA at technical conferences, in collaboration with the Executive Committee.

4.1.6. Vice-President of Promotions – The Vice-President of Promotions shall make the arrangements for the Annual Spring Conference and assist the Vice-President of Marketing on the promotion of MODAPTS and Association.

4.1.7. Vice-President at Large – The Vice-President at Large shall work on special projects on behalf of the Executive Committee and is only appointed under special circumstances.

4.1.8. Executive Director- The Executive Director shall be the Administrative Officer of the Association and shall execute the polices and directives of the Executive Committee on behalf of the Association. The Executive Director shall maintain executive control of the Administrative Headquarters, staff, programs and publications, correspondence, maintain financial and other records and maintain all inventories. The Executive Director, under the direction of the Executive Committee, will make recommendations, participate in the formulation of new policies and make decisions within IMA policies, and assist the Secretary/Treasurer with the annual budget.

4.2 TERM OF OFFICE – All Officers, except the Executive Director, will serve for a term of two (2) years and may be re-elected to an unlimited number of additional terms. The Executive Director is appointed by the Executive Committee for a contractual period of two (2) years and may serve indefinitely.

Nominations for office must be received prior to the fall meeting that precedes the new term of office and may be submitted by any IMA member. At the Fall meeting, the Executive Committee and Directors will elect the new Officers, who will take office at the following Spring meeting.

No minimum number or ‘quorum’ is required to do business, as long as a minimum of three (3) members of the Executive Committee are present.

4.3 OFFICER PERFORMANCE OVERSIGHT – The Directors Council and the Executive Committee will have oversight responsibility of the work of each Officer and Director. Any oversight issues that arise will be included on the agenda for the following meeting and resolved as soon as possible.

4.4 EXECUTIVE COMMITTEE VACANCIES – Should a vacancy occur in the Executive Committee, the remaining Officers will appoint a qualified individual to complete the current term.


ARTICLE 5 – DIRECTORS COUNCIL

5.1 MEMBERSHIP – The Executive Committee and the Directors Council shall consider individuals from the IMA membership that have demonstrated an interest and commitment to the goals and mission of the Association. Directors are elected at the Fall meeting that occurs before the new term, at the same time as the Officers. The Directors are elected for two (2) year terms and may be reelected for successive terms. The number of Directors on the Council may vary.

5.2 FUNCTION – The Directors Council members are encouraged to participate in all Association meetings. Their primary function is to advise and assist the Executive Committee. If present at a meeting, the Directors have a full vote on all issues of the Association.


ARTICLE 6 – REMOVAL OF OFFICERS OR DIRECTORS

Any elected Officer, appointed Officer, or Director of the Association may be required to resign or may be removed for cause. Notification at least thirty (30) days in advance of such action will be given to the Officer or Director in question. Action will be taken at the next Fall or Spring meeting. A majority vote of those present will pass the action.


ARTICLE 7 – COMMITTEES

All committees shall assist the Executive Committee to accomplish the goals and mission of the Association. A list of the current active Committees, their members, purpose, and power will be maintained by the President and the Executive Director.


ARTICLE 8 – PARLIMENTARY PROCEDURE

Roberts Rules of Order, revised, shall govern all meetings of the Association in which it is applicable and not in conflict with the Corporate Charter, these By-laws, or special rules of order adopted by the Association.


ARTICLE 9 – FINANCIAL PROCEDURES

9.1 BUDGETING, ACCOUNTING, & RECORDS – The Secretary-Treasurer and the Executive Director shall be responsible for the preparation and submission of the annual budget to the Executive Committee. The Executive Director shall maintain appropriate accounts and accepted accounting procedures for all accounts receivable and payable. The Administrative Office shall maintain inventories of all publications and other supplies used by the Association. The Administrative Office will maintain all records of membership, certification, certified instructors information and all official documents about the Association.

9.2 REPORTS & REVIEWS – The Executive Director will prepare and distribute quarterly financial reports to the Executive Committee and Directors Council. The most current quarterly financial reports will be reviewed in detail at the following meeting and will be used as a guide for making spending decisions.

9.3 RECORD RETENTION – The Administrative Office will store all financial records and other documentation for a period to satisfy all legal requirements.

9.4 FINANCIAL AUDIT – The Executive Committee shall make arrangements to have an internal audit conducted on the Association’s financial records every two- (2) years. The results of the audit will be formally presented to the Executive Committee at the following meeting. Once every five (5) years, a CPA firm will be contracted to perform a formal audit and issue a comprehensive report of their findings to the Executive Committee and Directors Council.


ARTICLE 10 – AMENDMENT OF THE BY-LAWS

These By-laws may be amended at any regularly scheduled meeting of the Executive Committee and Directors Council provided that the following conditions are satisfied:

(1) Notice of the proposed change or changes are in writing and distributed to each member of the Executive Committee and Directors Council prior to a scheduled meeting.

(2) At lease three members of the Executive Committee are at the meeting and that the change or changes are approved by a majority or two-thirds (2/3) of those present.

 

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