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ARTICLE I

Name/Offices

The name of the organization shall be known as the Neuro-Developmental Treatment Association (NDTA™), Inc., herein referred to as NDTA™ or the Association, a non-profit organization.

ARTICLE II

Mission and Goals

The purpose of the Association is to further the unique qualities of the Neuro-Developmental Treatment (NDT) approach by:

• Providing specialized clinical training for health care professionals.

• Offering educational services to the membership and community.

• Supporting clinical research.

• Promoting client and family advocacy.

ARTICLE III

Membership

3.1. Categories and Qualifications of Members

NDTA™ shall have seven (7) categories of membership: (1) NDT Certified, (2) Interested Members, (3) Retired Members, (4) Student Members, (5) Corporate Members, (6) Honorary Members, (7) Family/Caregivers.

• 3.1.1. NDT Certified – those individuals who have completed an NDTA Approved Certificate Course, meet certification requirements, and choose to pursue certification.

• 3.1.2. Interested Members – those individuals who have not taken an NDTA Approved Certificate Course and those individuals who have taken an NDTA Approved Certificate Course but choose not to pursue certification.

• 3.1.3. Retired Members have retired from active practice in their therapy or teaching profession, but they still support the goals and purpose of NDTA™.

• 3.1.4. Student Members are full-time/part-time entry-level physical therapy, occupational therapy, or speech-language pathology students who have not completed an NDTA™ Approved Certificate course, and they support NDTA™ and its goals.

• 3.1.5. Corporate Members are agencies and/or organizations that support NDTA™ and its goals.

• 3.1.6. Honorary Members are persons that have made significant contributions to the advancement of NDT concepts and NDTA™, and have been selected for honorary membership by the Board of Directors of the Association.

• 3.1.7. Family/Caregivers are persons caring for individuals with special needs who support NDTA™ and its goals.

3.2. Voting Privileges

All NDTA™ member categories shall have voting privileges.

3.3. Application

• 3.3.1. Requests for membership shall be made by submitting a written membership application, which will be processed under criteria and procedures established by the Board of Directors.

• 3.3.2. The Association prohibits preferential or adverse discrimination on the basis of race, creed, color, sex, age, national or ethnic origin, disability, or health status in all areas, including, but not limited to, its qualifications for membership, rights of members, policies, programs, activities and employment practices.

3.4. Obligations of Members

All members shall abide by these Bylaws and the policies of NDTA™. It is NDTA™'s intent that members are expected to attend NDTA™'s annual meeting on a regular basis and to participate in the work of NDTA™. It is NDTA™'s intent to have members involved on an ongoing basis in any or all of the following activities as further defined by NDTA™'s policy. Members should contribute to NDTA™ publications, respond to NDTA™ communications, and exchange information with other members and attendees. Members shall meet the financial obligations associated with NDTA™ membership.

3.5. Meetings of the Membership

The Association will notify its members, in writing, at least 30 days prior to any membership meeting. At any membership meeting, a quorum shall consist of all voting members present.

3.6. Resignation

A member may resign at any time by submitting a resignation letter to NDTA™ Headquarters. Resignation does not relieve a member from any financial obligations to NDTA™ incurred through the effective date of resignation; including, but not limited to, dues, assessments, fees and subscriptions; nor entitle the member to a rebate of dues paid.

3.7. Logo

All uses of the NDTA™ logo shall confer with the guidelines adopted by the Board of Directors.

3.8. Disciplinary Action

• 3.8.1. Definition

  Members of the Association may be censured, suspended or expelled for:

  • Failure to comply with the Bylaws of this Association;

  • Unlawful or unethical conduct;

  • Suspension or revocation of license or registration to practice;

  • Unauthorized use of the Association's name, logo or other symbols on stationery, publications, brochures, advertisements or in any other manner;

  • Obtainment of membership by falsification of information.

• 3.8.2. Procedure

  Fair procedures established by the Board of Directors will be followed in each incident.

• 3.8.3. Reinstatement

  Application for reinstatement of membership in the case of a membership that has been terminated must include assurance that the cause for membership has been remedied, payment of obligations to NDTA™ incurred before termination have been met, and the former member qualifies under the current membership requirements.

ARTICLE IV

Board of Directors

4.1. Composition

The Board of Directors shall consist of 11 members: the President, President-Elect or Past-President (in alternate years), and Secretary/Treasurer, four members of the Instructors Group (the Instructor Group Chair, the Instructor Group Chair-Elect or Past Chair and two other Instructor Group representatives), and four Association members at large.

Election

The Secretary-Treasurer and the four Association members at large will be elected by eligible voting members. The Instructors Group representatives will be elected / appointed by the Instructors Group. The President-Elect is elected from within the Board and ascends to President after one year.

4.2. Eligibility

NDT-Trained Members of the Association and interested individuals (for the Member(s) at Large position-only) can serve and are eligible to serve if they have:

• 4.2.1. Been active members in good standing or are interested Individuals that join the association preceding their election or appointment.

• 4.2.2. Remained in good standing on the date of election and through their term(s) on the Board of Directors.

4.3. General Powers and Duties

The Board of Directors shall be the governing authority of NDTA™. The property, business and affairs of NDTA™ shall be managed by the Board of Directors. The Board may exercise all such powers of NDTA™ as are by law, or by the articles of incorporation, or by these Bylaws, directed or required to be exercised by the Board of Directors. Within these powers, the Board of Directors shall:

• 4.3.1. Establish, modify or cancel policy governing the membership, committees, management and staff services, regions, and actions of the officers and directors.

• 4.3.2. Interpret and implement decisions of the members and of the Board of Directors.

• 4.3.3. Approve the annual budget and business plan for NDTA™ and any part of NDTA™, and designate an independent certified public accountant to audit NDTA™'s financial records.

• 4.3.4. Establish annual dues and initiation fees, registration fees, and other assessments and charges for NDTA™ services and products.

• 4.3.5. Approve the use of the NDTA™ logo and identity.

• 4.3.6. Retain management and staff services as needed to assist in the daily business and financial operations of NDTA™.

4.4. Term of Office

New members of the Board of Directors shall assume office at the close of the fall meeting of the Board of Directors. The term of office for each member of the Board of Directors shall be three years with the exception of the President, President-Elect, and Instructor Group (IG) Chair. The President-Elect will serve for a one-year term and then assume the role of President for two years. The position of President will consist of a President-Elect for one year, President for two years and Past-President for one year. At the conclusion of his/her term, the President will serve one additional year on the Board as Past President. The four-year IG Chair term includes a one-year term as Chair-Elect, two years as IG Chair, and one year as Past IG Chair on the Board of Directors. No member shall serve more than two consecutive terms of the same office on the Board of Directors. The limit on successive years served on the Board of Directors shall be eight years.

4.5. Meetings

The Board of Directors shall hold regular meetings at such place and at such times as may be designated by resolution of the Board of Directors. The Board of Directors shall conduct at least one association membership meeting annually.

4.6. Business Outside of Meetings

The Board of Directors shall be able to take formal action outside of regular or special meetings by mail, teleconference, or suitable form of electronic communication; provided proper notification (as defined in procedure 4.5) has been given and that a quorum as defined in Section 4.7 below participates in such action.

4.7. Quorum

Sixty percent of the members of the Board of Directors in office [but not less than four] shall constitute a quorum.

4.8. Vacancy

In the event of a vacancy on the Board of Directors, with the exception of the President, the Board of Directors shall appoint a member in good standing or an active IG member toserve the remainder of the term. In the case that the position of President is vacated, the Board of Directors shall elect a current Board member to complete the term. The Board of Directors shall appoint, from its current or past Board members, a President-Elect as that position becomes vacant. The Board of Directors shall appoint from among its current or past Board members a President-Elect as that position becomes vacant.

ARTICLE V

Officers

The officers of the Association shall be the President, President-Elect/Past-President, and Secretary/Treasurer.

5.1. The President shall:

• 5.1.1. Preside at all meetings of the members and Board of Directors.

• 5.1.2. Be an ex-officio member of all committees appointed by the Board of Directors.

• 5.1.3. Serve as the official spokesperson of the Association.

• 5.1.4. Perform all the duties incident of the office and such other duties as may be prescribed by the Board of Directors from time to time.

5.2. The President-Elect/Past-President shall:

• 5.2.1. Assume the duties of the President in the absence or incapacitation of the President.

• 5.2.2. Initiate Bylaw review procedures, monitor proper procedures for nominations and elections and oversee the strategic planning process.

5.3. The Secretary/Treasurer shall:

• 5.3.1. Ensure that preparation and distribution of the minutes of the proceedings of all Board of Directors and Executive Committee meetings are completed.

• 5.3.2. Ensure documentation and updating of policy and procedures for the Association, Board of Directors and committees.

• 5.3.3. Be responsible for a written report on the financial status of the Association at all Board of Directors meetings.

• 5.3.4. Serve as the Chair of the Finance Committee.

• 5.3.5. Ensure that a proposed budget for the next fiscal year is prepared prior to the end of the current fiscal year and submitted to the Board of Directors.

• 5.3.6. Monitor the accounting of NDTA™ funds received and disbursed.

ARTICLE VI

Management and Administration

The NDTA™ Board of Directors may contract with individuals or an organization to act as Executive Director. The Executive Director shall handle the ministerial, administrative, and daily operation of NDTA™ and will have the authority and responsibility to act in NDTA™'s behalf as determined by the Board of Directors.

ARTICLE VII

Organization

7.1. NDTA™ shall be sub-divided into Regions, the Instructor's Group, the Board of Directors, and committees and task forces for the purpose of conducting the affairs of NDTA™ and fulfilling its purposes.

• 7.2.1. Definition

  A Region of the Association consists of a group of members of the Association having territorial jurisdiction over a geographical area. Regions are divided geographically within the United States and Canada, and include Puerto Rico.

• 7.2.2. Designation

  Members of NDTA™ shall be assigned to a Region having territorial jurisdiction of the area where the member practices, resides, or attends school.

• 7.2.3. Rights and Obligations

  • Regions shall:

    7.2.3.1. Further the purpose of the Association as set forth in the Association Bylaws.

  • 7.2.3.2. Establish Bylaws and conduct its affairs in accordance to its Bylaws.

  • 7.2.3.3. Maintain complete and accurate financial records which will be reported to the Association annually.

  • 7.2.3.4. Submit to the Association Board of Directors annual reports of its activities and such other reports as may be requested.

  • The Board of Directors shall:

    7.2.3.5. Establish guidelines for the operations, trusteeship and dissolution of a Region.

7.3. Instructors Group

• 7.3.1. The Instructors Group shall be composed of active members of NDTA™, Inc. who have met standardized criteria to teach or assist in teaching NDTA™ approved basic and advanced level courses.

• 7.3.2. Purpose

  Develop and maintain the competency standards for instructors and performance standards in all NDTA™ approved courses.

  Develop and maintain standards and procedures for entry of students.

  Develop, maintain and upgrade course content.

  Develop criteria for measurement of successful course completion.

  Incorporate advances in the science of neurodevelopmental treatment into the educational training programs.

7.4. Committees

There shall be standing committees and such other special committees or task forces as deemed necessary by the Board of Directors. The duties and power of such committees are as provided in the bylaws and/or Policy and Procedure Manual.

Each committee shall meet at least annually and shall report its activities to the Board of Directors. A member of the Board of Directors shall serve as liaison to each established committee.

• 7.4.1. Purpose

  To do the work of the Association in a specific area, as charged and to afford members the opportunity to become involved.

• 7.4.2. The standing committees of NDTA™ shall be the Executive Committee, Finance Committee and Nominating Committee.

  • 7.4.2.1. Executive Committee

    The Executive Committee shall consist of the President, President-Elect/Past-President, Secretary/Treasurer, Instructor Group Chair and Chair-Elect, and the Regional Chair representative. The committee shall provide strategic guidance to the Board of Directors and Headquarters organization.

  • 7.4.2.2. Finance Committee

    The Finance Committee shall consist of the Executive Committee of the Board of Directors, the Instructor Group Treasurer and a committee member from the membership. This committee shall advise the Board of Directors on matters pertaining to the Association's financial needs, growth, and stability based on the periodic review of income, expenditure, and investments. The committee shall present an annual budget to the Board of Directors.

  • 7.4.2.3. Nominating Committee

    The Board of Directors will appoint the Nominating Committee members (3) with a Committee Chair being appointed from within the group. Members of the Nominating Committee may be appointed for no more than two consecutive terms. Vacancies due to resignation shall be filled by Board of Directors appointment.

7.5. Special Committees and Task Forces

• 7.5.1. The Board of Directors may from time to time form special committees or task forces for specific purposes, and may appoint the members from any membership category or may appoint any person who is not a member of the Association to serve on such committees or task forces.

• 7.5.2. The Chair of the standing committees may also appoint members and non-members of the Association to task forces and sub-committees.

• 7.5.3. The activities and decisions of all such committees are subject to final approval by the Board of Directors.

ARTICLE VIII

Nominations and Elections

8.1. Voting Privileges

The voting members of NDTA™ shall annually be provided the opportunity to elect Board of Directors members as outlined in these Bylaws.

• 8.1.1. All NDTA™ Member categories shall have voting privileges.

8.2. Nominations

• 8.2.1. Any member may recommend candidates for officers in the Association to the Nominating Committee.

• 8.2.2. The written call for nominations will be sent to the membership postmarked no later than 30 days before a specified date on which nominations close.

• 8.2.3. The Nominating Committee shall present a slate of candidates for each elective position to be filled.

8.3. Election Procedures

• 8.3.1. Eligible positions shall be elected by mail ballot by a majority of votes cast by voting members.

• 8.3.2. The Nominating Committee shall prepare a ballot for election of officers to the Association. This ballot shall include a slot for write-in votes.

• 8.3.3. Ballots shall be mailed to all voting members of the Association.

• 8.3.4. Ballots shall state the deadline date for the postmark of the ballot and the address to which the ballot shall be returned.

ARTICLE IX

Finance

9.1. Fiscal Year

The fiscal year of NDTA™ shall be determined by the Board of Directors.

9.2. Responsibilities

The Board of Directors shall have authority to establish such procedures as it considers appropriate to assure adequate budgetary and financial controls. Approval of the annual budget by the Board of Directors shall constitute authority for responsible officials of NDTA™ to commit Association funds as provided in the annual budget. The Board of Directors shall not commit the Association to any financial obligation in excess of its current financial resources.

9.3. Dues, Fees and Assessments

• 9.3.1. The dues for each membership category shall be determined by the Board of Directors.

• 9.3.2. All dues changes approved by the Board of Directors shall become effective on the first of the Association's fiscal year following the action, and the new dues shall apply to the members at the time of renewal. Members will receive written rationale of any dues changes prior to dues invoicing.

ARTICLE X

Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association and all components in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order adopted by the Association or its components.

ARTICLE XI

Amendments to the Bylaws

11.1. Any NDT-Trained Member of the Association, with the support of three additional NDT-Trained Members may propose amendments to these Bylaws. Proposed amendments shall be drafted and submitted to the Board of Directors, which shall consider the proposed amendments for purposes of format, make a recommendation as to whether the amendments should be adopted or defeated, and submit the proposed amendments for a vote as set forth below.

11.2. The Secretary/Treasurer shall oversee distribution of the proposed amendments which affect the rights and privileges of members to the membership no later than 30 days before they are to be voted upon.

11.3. Amendments which affect the rights and privileges of members may be made to the Bylaws upon a two-thirds vote of the eligible voting members. Such voting may be by mail if reasonable. Other amendments may be made to the Bylaws upon a two-thirds vote of the Board of Directors.

ARTICLE XII

Indemnification and Insurance

12.1. Indemnification

NDTA™ shall indemnify any person who is or was a director, officer, employee or agent of NDTA™ and who is or was serving at the request of NDTA™ as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent permitted by law.

12.2. Insurance

NDTA™ may purchase and maintain insurance on behalf of any person who is or was serving at the request of NDTA™ as director, officer, employee or agent of another corporation against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not NDTA™ would have the power to indemnify him/her against such liability.

ARTICLE XIII

Books and Records

NDTA™ shall keep correct and complete books and records of account and shall also keep Minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of NDTA™ may be inspected by any member, or his/her agent or attorney for any proper purpose at any reasonable time.

ARTICLE XIV

Dissolution

In the event of dissolution or final liquidation of the Association, pursuant to the Articles of Incorporation, all assets remaining after payment of its obligations have been met or provided for shall be distributed to and among qualified scientific, educational or philanthropic organizations selected by a two-thirds (2/3) vote of the Board of Directors.