A by-law relating generally to the conduct of the affairs of the Remedial Massage Therapists Society of Manitoba Inc. (RMTS-MB)
Be it Enacted and it is Hereby Enacted as a by-law of the Remedial Massage Therapists Society of Manitoba Inc. (the “Society”)
The undertakings of the ‘Society’ are:
“To further the development of the profession of Massage Therapy in the Province of Manitoba as a ‘Regulated Health Profession’; to protect the interests of professional ‘Registered Massage Therapists’ qualified to practice the profession in Manitoba; to support the interest of the patients of ‘Registered Massage Therapists’; and to prepare and educate ‘Registered Massage Therapists’ for leadership roles in their profession.”
*As stated in the ‘Articles of Incorporation’ for Corporation #7210582 – September 8, 2015.
Section 1 – General
In this by-law, unless the context otherwise requires:
- “Act” means the ‘Corporations Act – Province of Manitoba’ and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time.
- “Society” means the Remedial Massage Therapists Society of Manitoba Inc.
- “Board” means the Board of Directors of the Society.
- “By-laws” means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force.
- “Chair” means the President of the Board.
- “Continuing Competency” means a program of post-graduate studies that supports the National Competencies for the profession that is endorsed by the RMTS-MB.
- “Corporation” means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act.
- “Director” means an individual occupying the position of Director of the Corporation by whatever name he or she is called.
- “Member” means a member of the Corporation.
- “Members” means the collective membership of the Corporation; and
- “Officer” means an officer of the Corporation.
Other than as specified in Section 1.01, all terms contained in this by-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
1.03 Severability and Precedence
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.
The seal of the Corporation, if any, shall be in the form determined by the Board.
1.05 Execution of Contracts
Deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer may certify a copy of any instrument, resolution, by- law or other document of the Corporation to be a true copy thereof.
Section 2 – Directors
2.01 Election and Term
There shall be a minimum of three and a maximum of nine Directors in total elected. With the exception of the public interest director, each Director must be, or must represent, a member of the Society.
The public interest director shall not a be a member of the society nor shall at anytime have been eligible to be a member of the society.
The Directors shall be elected by the Members at each annual meeting. Each Director shall be elected for a two year term. Approximately half of the Directors shall be elected each year. All Directors then in office and whose terms have then expired shall retire but, if qualified, shall be eligible for re-election.
The term of office of the Directors (subject to the provisions, if any, of the articles) shall be from the date of the annual meeting at which they are elected or appointed until the next annual meeting or until their successors are elected or appointed.
If an election of Directors is not held at the proper time, the incumbent Directors shall continue in office until their successors are elected. No election or appointment of a person as a Director shall be effective unless:
- the person consents in writing to act as a Director before the election
- the person was present at the meeting when elected or appointed and did not refuse at the meeting to act as a Director.
The office of a Director shall be vacated immediately:
- if the Director resigns office by written notice to the secretary, which resignation shall be effective at the time it is received by the secretary or at the time specified in the notice, whichever is later;
- if the Director dies or becomes bankrupt;
- if the Director is found to be incapable of managing property by a court or under Manitoba law; or
- if, at a meeting of the Members, a resolution is passed by at least a majority of the votes cast by the Members removing the Director before the expiration of the Director’s term of office.
- if, the director has missed 3 consecutive meetings without prior approval of the Board.
2.03 Filling Vacancies
A vacancy on the Board shall be filled as follows:
- a quorum of Directors may fill a vacancy among the Directors.
- if there is not a quorum of Directors or there has been a failure to elect the minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy and, if they fail to call such a meeting, the meeting may be called by any Member.
- if the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by a majority vote and any Director elected to fill the vacancy shall hold office for the remainder of the removed Director’s term; and
- the Board may fill any other vacancy by a majority vote, and the appointee shall hold office for the remainder of the unexpired portion of the term of the vacating Director. After that, the appointee shall be eligible to be elected as a Director.
Committees may be established by the Board as follows:
- Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for any such committee and appoint one member as Chairperson of any committee established. The Board may dissolve any committee by resolution at any time.
2.05 Remuneration of Directors
The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director; provided that:
- Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors’ duties;
- Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Corporation in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement is: (i) considered reasonable by the Board; (ii) approved by the Board for payment by resolution passed before such payment is made; and (iii) in compliance with the conflict of interest provisions of the Act; and
Notwithstanding the foregoing, no Director shall be entitled to any remuneration for services as a Director or in other capacity if the Corporation is a charitable corporation, unless the provisions of the Act and the law applicable to charitable corporations are complied with.
2.06 Role and Responsibilities of the Board of Directors
The Board is organized by the elected Directors and is the governing authority of the Society, and is responsible for directing, influencing, and monitoring the Societies’ business. Governance is the way in which the Board exercises its authority, control and direction over the Society. The Board carries out its governance role by developing and monitoring policies, and it organizes its work through committees.
Section 3 – Board Meetings
3.01 Calling of Meetings
Meetings of the Directors may be called by the President, Executive Director or any two Directors at any time and any place on notice as required by this by-law.
3.02 Regular Meetings
The Board may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings. The Board shall hold a minimum of four meetings per year.
Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 10 of this by-law to every Director of the Corporation not less than seven days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Corporation.
The President shall preside as the Chair at Board meetings. In the absence of the Chair, the Vice President shall preside as the Chair of Board Meetings and if both are absent the Directors present shall choose one of their number to act as the Chair.
Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of votes. In case of an equality of votes, the Chair shall not have a second or casting vote and the vote shall be lost.
3.06 Participation by Telephone or Other Communications Facilities
If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.
Section 4 – Financial
The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.
4.02 Financial Year
The financial year of the Corporation ends on December 31 in each year or on such other date as the Board may from time to time by resolution determine.
Section 5 – Officers
The Board shall, at its first meeting following an annual meeting, appoint from among the elected Directors a person to be President, Vice President, Treasurer and Secretary of the Corporation. The office of Treasurer and Secretary may be held by the same person and may be known as the Secretary-Treasurer. The Board may appoint such other Officers, agents and managers as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.
The Past President, by virtue of office, shall be a non-voting member of the Board of Directors in an advisory capacity.
5.02 Office Held at Board’s Discretion
Upon resolution of the Board, any Officer shall cease to hold office as a result of violations of the Board of Directors’, code of conduct.
Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.
5.04 Duties of the President
The president shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time.
5.05 Duties of the Treasurer
The treasurer shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.
5.06 Duties of the Secretary
The secretary shall perform the duties described in Schedule C and such other duties as may be required by law or as the Board may determine from time to time.
Section 6 – Protection of Directors and Others
6.01 Protection of Directors and Officers
No Director, Officer or committee member of the Corporation is to be liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:
- complied with the Act and the Corporation’s articles and By-laws; and
- exercised their powers and discharged their duties in accordance with the Act.
Section 7 – Conflict of Interest
7.01 Conflict of Interest
A Director who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.
Section 8 – Members
Membership in the Corporation shall consist of persons interested in furthering the purposes of the Society and who have been accepted into membership in the Society by resolution of the Board based upon current membership criteria and a formal review process established by the Board of Directors and adherence, by the applicant, to the ‘Code of Ethics’ of the Society; its Standards of Practice and the policies and procedures of the Society established by the Board of Directors together with such standards required to practice Massage Therapy in Canada. Such standards will also include programs of “Continuing Competency” approved by the Board of Directors from time to time.
A membership in the Corporation is not transferable and automatically terminates if the Member resigns or such membership is otherwise terminated in accordance with a resolution of the Board of Directors.
8.03 Classes of Membership
There shall be four (4) classes of membership in the Association; namely Contractor members, Supplier/Manufacturer members, Probationary members and Honourary Life Members.
- Practicing Members:
Those persons, who have successfully completed a diploma-based program of study in Massage Therapy that is issued by a registered ‘School of Massage Therapy’ recognized by the Province of Manitoba, Private Vocational Institutions – Advanced Education and/or approved by the ‘Society’.
Such program curriculum must demonstrate and include stated requirements of the ‘Interjurisdictional Practice Competencies and Performance Indicators’ for the profession as approved from time to time by the ‘Federation of Massage Therapy Regulatory Authorities of Canada’ and a course of studies that will normally require two to three years of study by the member prior to graduation. (2200 hours to 3000 hours of study).
Those ‘Practicing Members’ who have been approved by the Board of Directors to cease their practice as a ‘Registered Massage Therapist’ for a period of time for personal/health or relocation reasons up to a maximum of three years.
Note: Non-Practicing members must be reinstated by the Board of Directors as Practicing members prior to resuming their practicing status.
Persons enrolled in a recognized Massage therapy Vocational. Members of this class shall be invited to Annual General meetings but will not have voting privileges.
Persons who have retired as members in good standing of the “Society”. Members of this class shall be invited to Annual General meetings but will not have voting privileges.
8.04 Complaints, Disciplinary Action or Termination of Membership for Cause
- The Board may establish a ‘Complaints & Discipline’ policy which is complementary to the ‘Regulated Health Professions Act of the Province of Manitoba together with appropriate procedures under which any review of a complaint(s) against a member is conducted.
- The Board may pass a resolution authorizing disciplinary action or the termination of membership for any member who violates any provision of the articles or By-laws of the Society; its code of ethics or its policies and procedures or the standards of practice for the profession of Massage Therapy that are adopted by the Board.
Section 9 – Members’ Meetings
9.01 Annual Meeting
The annual meeting shall be held on a day and at a place within Manitoba fixed by the Board in the months of April or May of each year. Any Member, upon request, shall be provided, not less than 21 days before the annual meeting, with a copy of the approved financial statements, and other financial information required by the By-laws or articles.
The business transacted at the annual meeting shall include:
- receipt of the agenda;
- receipt of the minutes of the previous annual and subsequent special meetings;
- consideration of the financial statements;
- election of Directors; and
- such other or special business as may be set out in the notice of meeting.
No other item of business shall be included on the agenda for annual meeting unless a Member’s proposal has been given to the secretary 7 days prior to the date of the annual meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.
9.02 Special Meetings
The Directors may call a special meeting of the Members. The Board shall convene a special meeting on written requisition of not less than one-tenth of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the requisition.
Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken. Notice of each meeting must remind the Member of the right to vote by proxy.
A quorum for the transaction of business at a Members’ meeting is twenty – five (25) of the Members entitled to vote at the meeting, whether present in person or by proxy.
9.05 Chair of the Member’s Meeting
The President or designate shall be the chair of the Members’ meeting.
9.06 Voting of Members
Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law provided that:
- each Member shall be entitled to one vote at any meeting;
- Members may provide a ‘Proxy’ vote to another member, in a form approved by the Board, who may exercise the vote on behalf of that member. The member must complete a form, provided by the Association, at least 48 hours in advance of the members meeting, for such assignment of voting privileges’ to be established.
- votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote.
- an abstention shall not be considered a vote cast;
- before or after a show of hands has been taken on any question, the chair of the meeting may require, a standing vote or a written ballot. A standing vote or written ballot shall be taken in such manner as the chair of the meeting shall direct.
- if there is a tie vote, the motion is lost; and
- whenever a vote by show of hands is taken on a question, unless a standing vote or written ballot is required, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
9.07 Persons Entitled to be Present
The only persons entitled to attend a members’ meeting are the Members, the Directors, and others who are entitled or required under any provision of the Act or the articles to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.
9.08 Rules of Order
Unless otherwise mentioned in these By-laws’ Roberts Rules of Order shall apply
Section 10 – Notices
10.01 Computation of Time
Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.
10.02 Error or Omission in Giving Notice
No error or accidental omission in giving notice of any Board meeting or any Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meeting.
Section 11 – Adoption and Amendment of By-laws
11.01 Amendments to By-laws
The Members may from time to time amend this by-law by a majority of the votes cast. The Board may from time to time in accordance with the Act pass or amend this by-law other than a provision respecting the transfer of a membership or to change the method of voting by members not in attendance at a meeting of members.
Enacted December 9, 2015.
(Originals signed by)
(Originals signed by)
Position Description of the President/Board Chair
The president provides leadership to the Board and ensures the integrity of the Board’s process.
The President serves as the Chair of meetings of the Board of Directors and members for any business of the association.
The President represents the Board to outside parties.
The President actively co-ordinates Board activities ensuring that it fulfills its governance responsibilities.
The President will facilitate co-operative relationships among Directors and between the Board and senior management, if any, of the Corporation.
The President ensures the Board discusses all matters relating to the Board’s mandate.
The Vice President(s), if any, shall fulfill the role of the President, in the absence of the President, and may assume other duties as assigned by the Board of Directors.
Position Description of the Treasurer
The treasurer and/or designate shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time.
The treasurer and/ or designate shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements and shall render to the Chair and directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation.
The treasurer and/or designate shall also report to the members at Annual or Special General Meetings on the financial status of the corporation as required.
Position Description of the Secretary
The Secretary, or designate, shall keep a roll of the names and addresses of the Members and will be responsible for authorizing any access to the roll requested by any party with due consideration to laws relating to privacy of the member (s).
The Secretary, or designate, shall ensure the proper recording and maintenance of minutes of all meetings of the Corporation, the Board and Board committees.
The Secretary, or designate, shall attend to correspondence on behalf of the Board and shall have custody of all minute books, documents, registers and the seal of the Corporation and ensure that they are maintained as required by law.
The Secretary, or designate, will ensure that all reports are prepared and filed as required by law or requested by the Board and give such notice as required by the By-Laws of all meetings of the Corporation, the Board and Board committees.
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