1.1. The name of this organization shall be the Minnesota Association of Rehabilitation Providers (MARP), hereinafter referred to as MARP.
ARTICLE II
PURPOSE
2.1. Mission, Goals. MARP is dedicated to promoting effective interdisciplinary rehabilitation, disability management, and return-to-work services on behalf of persons with disabilities and the economically disadvantaged; enhancing the competency of service providers; supporting innovation in related business development and management; and becoming the pre-eminent source for shaping public policy that affects private sector rehabilitation. To pursue this purpose, MARP will strive to achieve the following goals:
2.1.1. Maintain an organizational structure that addresses member issues and expectations while reflecting and promoting the highest level of competency.
2.1.2. Promote high standards of training and practice through the development of innovative continuing education and career enhancement opportunities.
2.1.3. Foster high standards of ethical conduct throughout the profession and encourage superior standards of professional performance.
2.1.4. Monitor and influence federal/state government and industry policies that affect the practice of private sector rehabilitation.
2.1.5. Encourage member networking with the goal of understanding issues and trends affecting the profession and competency of all members.
2.1.6. Enhance recognition of the private sector as an efficient, effective source of rehabilitation services.
2.1.7. Promote rehabilitation research: Collect, interpret, and effectively disseminate information on changing social, economic, governmental, and technological conditions affecting the profession.
2.1.8. Maintain cooperative relationships and activities with allied organizations in pursuit of MARP’s mission.
ARTICLE III
MEMBERSHIP
3.1.Eligibility. Any individual or organization having an interest in the provision of rehabilitation services to ill or injured individuals and willing to comply with MARP Bylaws, MARP Standards, as well as those standards recognized by MARP as certifying agencies, including, but not limited to, CRCC, CDMS, and CCMC is eligible to be a member of MARP (hereafter "member" or "members").
3.2.Categories. Membership in MARP shall be divided into the following categories: Individual, and Student. A Student is defined as an individual who is currently enrolled in an accredited rehabilitation program. Additional categories may be added upon the approval of the Board of Directors.
3.3.Dues. Each member shall be obligated to annually pay dues in an amount, which may vary with respect to each category of membership as determined by the Board of Directors from time to time. MARP annual membership dues will renew automatically on the due date unless member chooses to disable renewal feature on web portal.
3.4. Voting.
3.4.1. Each Individual member of MARP shall be entitled to one vote on any matter submitted to a vote of members. Student members shall not have voting rights.
3.4.2. Any Individual member who has failed to pay the applicable dues at the time of any meeting of members or the date by which ballots are sent from the Association shall not be entitled to vote. Unless applicable law requires otherwise, any action approved by the affirmative vote of a majority of the members entitled to vote at a meeting at which a quorum is present shall be the acts of the members. Proxy voting shall not be permitted.
3.4.3. All matters to be submitted to members for a vote at a meeting of members may be acted upon by written ballot sent by mail, in person at such meeting, or by electronic methods, as determined by the Board of Directors. Voting for the election of Directors and Officers shall occur by one of the methods listed above, no less than thirty (30) days prior to May 1st of each year.
3.5 Meetings. The Annual Meeting of members of MARP for the purpose of, receiving reports from officers and committees, and conducting such other business as may arise, shall be on a date and at a place determined by the Board of Directors. Special meetings of members may be called at any time by at least one-third of the Board of Directors or by written request of at least 25 members. Meetings of members may be held at any place within or without the state of Minnesota.
3.6. Notice. Written notice of the time and place of the Annual Meeting of Members shall be mailed or provided electronically at least thirty (30) days in advance of the meeting, and of special meetings of members at least fifteen (15) days in advance but not more than sixty (60) days after receipt of appropriate written request (unless a longer period of notice is required by applicable law). The notice of all special meetings of members shall state the general nature of the business to be transacted. Any written notice shall be delivered personally, electronically, by mail or by publication in the MARP Magazine or other journal distributed to members generally. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to a member at such member's most recent address according to the records of MARP.
3.7. Quorum. One hundred (100) percent of members entitled to vote who are present, in person, by written ballot, or through electronic methods, at any meeting of members shall constitute a quorum for the transaction of business at any meeting of members, unless a greater proportion is required by applicable law, by the Articles of Incorporation or by these Bylaws.
3.8 Removal Any member who fails to comply with MARP Standards, these Bylaws, or the standards of certifying agencies such as CRCC, CCMC, or CDMS but not limited to the listed certifying agencies in effect at the time, may be removed from membership as provided in the Policies and Procedures of the MARP Standards, as adopted by the MARP Board of Directors.
ARTICLE IV
BOARD OF DIRECTORS
4.1Number, Qualifications.
4.1.1. The Board of Directors (sometimes referred to as the "Board" and individual members thereof referred to as "Director" shall manage the business and affairs of MARP. The Board shall consist of the individuals then serving as the President, the President-Elect, the Secretary, the Treasurer, the Past President, Legislative Director, Communications Director, Membership Director, Program Director, Web Master/Database Director, and Job Placement/Vendor Director. Individual positions may be assumed by a team, with one vote per position.
4.1.2. To be eligible for election as a Director or Officer, an individual must be an Individual member. No individual may hold more than one Directorship at any time. Directors commit to fully participate in the regular board meetings and MARP activities.
4.2 Election and Term. All Directors and Officers shall commence their terms of office on May 1.
4.2.1. Each Ex-Officio Director shall serve as a Director by virtue of the office he or she holds. All Ex-Officio Directors shall serve until they no longer hold their respective offices.
4.2.2. The President-Elect, Secretary and Treasurer shall be elected by the members for such terms as provided in Section 5.1 of these Bylaws.
4.2.3. No more than half the Board terms shall expire each year. The following MARP Board Members shall be elected in the even numbered years: Secretary, Membership Director, Communications Director, Job Placement/Vendor Director, Program Officer (1), Membership Officer (2), Webmaster/Database Officer (1). The following MARP Board members shall be elected in the odd numbered years: Treasurer, Legislative Director, Program Director, Web Master/Database Director, Communications Officer, Membership Officer (2).
4.3.Vacancies. All vacancies on the Board of Directors shall be filled by appointment by the President subject to approval by the Board of Directors.
4.4. Meetings. Regular meetings of the Board of Directors shall be held at least four times per year at such time and place as the President shall determine. Special meetings of the Board may be called at any time by the President or not less than one-third of all Directors. Meetings of the Board of Directors may be held at any location within or without the State of Minnesota. Any Director may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.
4.5. Notice. Notice of the time and place of all regular meetings of the Board of Directors shall be delivered to each Director at least seven (7) days prior to the date of such meeting and in the case of special meetings, at least seven (7) days prior to the date of such meeting (unless a longer period of notice is required by applicable law, by the Articles of Incorporation or by these Bylaws). In the case of special meetings, the notice shall state the general nature of the business to be transacted. Notice shall be delivered personally, by mail, by facsimile transmission, by electronic mail (email) or by telephone. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the designated Director at such Director's most recent address listed in the records of MARP. If by facsimile transmission, such notice shall be deemed to be delivered when transmitted to the designated Director at such Director's most recent facsimile telephone number listed in the records of MARP.
4.6. Quorum. A majority of the voting Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors unless a greater proportion is required by applicable law or by these Bylaws.
4.7. Voting. Each Director shall be entitled to one vote on any matter submitted to a vote of the Board of Directors. The acts approved by the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors unless a greater proportion of affirmative votes is required by applicable law or by these Bylaws. Any action that may be taken at a meeting of the Directors may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all the Directors in office and shall be filed with the Secretary of MARP. Individual positions may be assumed by a team and entitled to one vote.
4.8 Conflict of Interest.
4.8.1. Possible conflict of interest on the part of a Director shall be disclosed to the Board of Directors and made a matter of record.
4.8.2. Any Director having any possible conflict of interest on a matter shall not vote on such matter. Such Director may, however, be counted in determining a quorum for the meeting at which the matter is voted upon and may state a position on such matter and provide information that may be of value to the Board in its deliberations.
4.9. Removal. Any Director may be removed for cause, which may include, but is not limited to, failure to attend or participate in regular meetings of the Board. Removal shall require the affirmative vote of at least two thirds of the remaining Directors.
4.10. Limitation of Liability. A Director of the Corporation shall not be personally liable, as such, for monetary damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expense of any nature including, without limitation, attorneys' fees and disbursements) for any action taken, or any failure to take any action, unless:
4.10.1. the Director has breached or failed to perform the duties of his or her office under the Articles of Incorporation or Bylaws of this Corporation.
4.10.2. the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
These provisions shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or the liability of a Director for the payment of taxes pursuant to local, state or federal law.
ARTICLE V
OFFICERS
5.1. Officers Generally; Election. The Executive officers of MARP shall be a President, a President-Elect, a Secretary, and a Treasurer. Only Individual members may serve as executive officers of MARP. In addition to the powers and duties set forth in these Bylaws, each officer shall have such powers and duties as are usually related to such office and as the Board may determine by resolution. The President and President-Elect shall each hold office for a term of one year or until their successors are elected and have qualified, provided that the President-Elect shall automatically become President on May 1. The Secretary and Treasurer each shall hold office for a term of two years or until his or her successor is elected and has qualified. The Secretary shall be elected in even-numbered years and the Treasurer shall be elected in odd-numbered years. No more than one office may be held at one time by the same individual.
5.2. President. The President shall be the chief executive officer of MARP and shall preside at all meetings of the Board of Directors and the Executive Committee and shall perform such other duties as may be assigned by the Board.
5.3. President-Elect. The President-Elect shall perform such duties as may be assigned by the Board of Directors or the President. In the event of a vacancy in the office of President because of death, resignation or removal, or during the President's absence or disability, incapacity or refusal to act, as determined by a vote of at least two-thirds of the Board of Directors, the President-Elect shall perform the duties of the President.
5.4. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors, the Executive Committee and members; shall have charge and custody of the seal and records of the Board; and shall be responsible for the dissemination of all information pertinent to the ongoing operation of MARP and shall assign duties necessary to achieve the dissemination of this information.
5.5.Treasurer. The Treasurer shall have charge and custody of all funds of MARP, shall maintain an accurate accounting system and shall present financial reports, including financial statements, annual budgets and annual audits, to the Board of Directors in such manner and form as the Board may from time to time determine.
5.6.Membership Director. Shall be an elected representative of MARP and shall be responsible for review and recommendations regarding all membership applications and will be responsible for conducting membership drives. Shall also obtain and maintain membership information, including managing electronic communication by working closely with the Web Master/Database Director.
5.7.Program Director. Shall be an elected representative and shall be responsible for developing and conducting programs sponsored by MARP. In addition, the Program Committee shall be responsible for providing relevant educational related materials to the general membership and other interested parties.
5.8.Legislative Director. Shall be an elected representative and be responsible for reviewing all pertinent laws and proposed changes in those laws pertaining to providers of rehabilitation services, and for reporting the results of such activities to the membership. If lobbyists are retained, then the Legislative Director oversees their activities.
5.9.Communications Director. Shall be an elected representative and be responsible for the publication of a regular magazine in print or electronic format for the MARP membership up to four times per year. Be responsible for the design, layout and delivery of e-publications. Coordinate with content editor position. Responsible for all social media and advertisements for web site.
5.10. Webmaster/Database Manager Director. Shall be an elected representative and be responsible for the database and support membership and program needs. Will oversee all aspects of the database and maintain communications with the company for support needs and training. Will be responsible for maintaining the program event registrations, payment and forms. Will be responsible for postings and managing the events calendars online and web page maintenance. Provide advice and assistance to Membership and Program Directors.
5.11. Job Placement/Vendor Director. Shall be an elected representative of the placement/vendor rehabilitation community and be responsible for representing their interests and provide input to the Board. The President may assign specific responsibilities.
5.12. Membership Officer (1). Shall be an elected representative and shall be responsible for maintaining and supporting current members, database profile accuracy, following up on renewal dues and assisting the director as needed.
5.13. Membership Officer (2). Shall be an elected representative and shall be responsible for promoting MARP membership through outreach, marketing promotion plans, phone calls, letters and email to prospective members. Expansion of current membership base to include employers, insurers, and other related professionals to the MARP rehabilitation community.
5.14. Program Officer (1). Shall be an elected representative and shall be responsible for providing relevant educational materials to the general membership and other interested parties. Will be responsible for the registrations and logistics of the program events and assist the Director as needed.
5.15. Program Officer (2). Shall be an elected representative and shall be responsible for providing educational materials to the general membership and other interested parties. Will be responsible for the development of the program content and act as the speaker liaison. Will assist the Director as needed.
5.16. Communications Officer. Shall be an elected representative and be responsible for the content writing and coordinating of articles from members and board members for magazine and other communications. Focus on creative writing and the development of themes for the magazine.
5.17. Web Master/Database Officer. Works in conjunction with Web Master/Database Director on the management of database, on-line postings and maintenance.
5.18. Past-President. The Past-President shall perform such duties as may be assigned by the Board of Directors or the President.
ARTICLE VI
COMMITTEES
6.1. Committees in General.
6.1.1. Standing Committees. The Board may, by resolution, establish such standing committees of the Board (and, except as otherwise provided in these Bylaws, in each case appoint the members and the chairperson thereof based on the recommendations of the President) as it deems necessary or desirable ("standing committees"), including, without limitation, the Executive Committee and the Nominations and Elections Committee, each as described below. All standing committees, except the Executive Committee, shall include at least one Director. The Executive Committee shall be comprised of Executive Directors only. The Board may delegate such authority to a standing committee as it deems appropriate and is not prohibited by applicable law. All standing committees, except the Executive Committee and the Nominations and Elections Committee, and their members shall serve at the discretion of the Board.
6.1.2. Special Committees. The Board may, by resolution, establish one or more special committees to advise the Board or the President in the performance of their duties ("special committees"). No special committee may have or exercise any authority of the Board to manage the business and affairs of MARP. The chairperson of a special committee shall be appointed by the President subject to Board approval. The members of a special committee shall be appointed by the chairperson of the committee. All special committees and their members shall serve at the discretion of the Board.
6.1.3. Term. Each member of a standing or special committee shall continue as such until the first regular meeting of the Board after the Annual Meeting of members and until a successor has been appointed and has qualified unless sooner removed or unless such committee is sooner dissolved by the Board.
6.1.4. Quorum. A majority of the members of a standing or special committee shall constitute a quorum for the transaction of any business, and the acts of the majority of the committee members present, at which a quorum is present shall be the acts of such committee in each case, unless a greater proportion is required by applicable law or by these Bylaws.
6.1.5. Vacancies and Removal. Vacancies in membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Any member of a committee, except the Executive Committee, may be removed at any time by the Board of Directors, with or without cause.
6.2. Executive Committee.
6.2.1. The Executive Committee shall consist of the Past President, the President, President-Elect, the Secretary, and Treasurer.
6.2.2. The Executive Committee shall have and exercise the authority of the Board of Directors, to the extent permitted by applicable statute, subject to Section 6.2.3., between meetings of the Board.
6.2.3. The Executive Committee shall not have the authority of the Board of Directors with respect to the following matters:
6.2.3.1. amending, altering or repealing these Bylaws;
6.2.3.2. electing, appointing or removing any member of the Executive Committee or any Director or officer of MARP;
6.2.3.3. amending the Articles of Incorporation of MARP;
6.2.3.4. adopting a plan of conversion, division or merger or adopting a plan of consolidation with another corporation;
6.2.3.5. authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of MARP;
6.2.3.6. authorizing the voluntary dissolution of MARP or revoking proceedings therefore;
6.2.3.7. adopting a plan for the distribution of the assets of MARP; and
6.2.3.8. authorizing expenditures in excess of amounts set forth in the annual budget of MARP as approved by the Board.
6.2.4. Meetings of the Executive Committee may be called at any time by the Chair of the Committee or by any two members of the committee. Written notice of special meetings of the Executive Committee shall be given at least seven (7) days before such meeting.
6.2.5. Minutes of all Executive Committee meetings shall be prepared and presented to the Board of Directors for review at the next regular meeting of the Board.
6.3. Nominations and Elections Committee.
6.3.1. The Nominations and Elections Committee shall consist of the Board of Directors.
6.3.2. Each year the Nominations and Elections Committee shall nominate candidates for officers and Directors of MARP for election by the members entitled to vote. The Committee may extend to the membership a call for suggested nominations prior to its meeting to select nominees. The committee shall follow MARP policies, as adopted from time to time by the Board of Directors, relative to the selection of candidates.
6.3.3. The committee shall conduct the annual election of Directors and Officers by written or electronic ballot. Results will be announced in the next Magazine publication and/or through electronic methods.
ARTICLE VII
INDEMNIFICATION
7.1. Right to Indemnification. MARP shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person: (a) is or was a Director, employee or officer of MARP; or (b) is or was a trustee, officer or the employee or agent of MARP serving at its request as an administrator, trustee or other fiduciary of any of MARP’s employee benefit plans, against expenses (including, under Section 7.2, expenses of separate counsel if such separate representation is necessary), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of MARP, to the extent that such person is not insured or otherwise indemnified and except as prohibited by statute. For this purpose and for the purposes of Section 7.2 below, the Board may, and on request of any such person shall be required to, determine in each case whether or not any applicable statutory standards have been met, or such determination shall be made by independent legal counsel if the Board so directs or if the Board is not empowered by the statute to make such determination.
7.2 Advance of Expenses. Expenses incurred by such person in defending any such action, suit or proceeding may be paid by MARP in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by MARP.
7.3. Indemnification Not Exclusive. The foregoing indemnification shall not be deemed exclusive of any other right to which one indemnified may be entitled, and shall inure to the benefit of the heirs, executors and administrators of any such person.
7.4 Insurance and Other Indemnification. The Board of Directors shall have the power (a) to purchase and maintain, at MARP’s expense, insurance on behalf of MARP and on behalf of others to the extent that power to do so has been or may be granted by statute, and (b) to give other indemnification to the extent not prohibited by law.
ARTICLE VIII
AMENDMENTS
8.1. Amendments. Upon the recommendation of a majority vote of the entire Board of Directors then in office, a majority of the members of MARP present and entitled to vote at any meeting of members may amend, alter, repeal or adopt new Bylaws, provided that notice of any proposed amendment or a summary thereof shall have been given to each Director or member not less than thirty (30) days prior to the date of the designated business meeting.
