Amended and Restated Bylaws of The National Certification Board for Therapeutic Massage & Bodywork, Inc.
Article I. NAME
The name of this corporation is the National Certification Board for Therapeutic Massage & Bodywork, Inc. (“NCBTMB”).
Article II. OFFICES
NCBTMB shall have and continuously maintain in the Commonwealth of Virginia a registered office and a registered agent whose office is identical with that registered office, and may have such other offices within or outside Virginia as the Member may from time to time determine or as the business of NCBTMB may require.
Article III. PURPOSE
NCBTMB is organized for the purpose of fostering high standards of ethical and professional practice in the delivery of services through recognized, credible credentialing programs and continuing education approval programs that assure the competency of practitioners of therapeutic massage and bodywork and protection of the public.
Article IV. LIMITATIONS
NCBTMB is a private, non-profit, tax-exempt credentialing organization. No part of the net earnings of NCBTMB shall inure to the benefit of, or be distributed to, its Board Members, staff, or other private persons, except that NCBTMB shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
Article V. MEMBERSHIP
The sole Member of NCBTMB shall be the American Massage Therapy Association (“AMTA” or the “Member”). The Member shall have the right to vote and all other rights and obligations of members of nonstock corporations as defined under the Virginia Nonstock Corporation Act (the “Act”). All rights and obligations of the Member, including voting and informal action of any kind, shall be performed by the AMTA Board of Directors or such other persons as are authorized by AMTA’s Articles of Incorporation and Bylaws to act.
Article VI. CERTIFICANTS
Section 1. Qualifications of Certificants. Holders of an active NCBTMB credential (“Certificants”) must have successfully completed a NCBTMB-administered credentialing process and must be in good standing with NCBTMB. Certificants are not members of NCBTMB as the term “member” is defined under the Act. In connection with credentialing and any renewals of credentials, NCBTMB shall promptly issue certificates to Certificants, setting forth the NCBTMB credential designating them as certified by NCBTMB.
Section 2. Credential. Any credential issued by NCBTMB is the property of NCBTMB and may be revoked by NCBTMB as determined by NCBTMB. In such event, any former credential holder shall no longer be deemed to be a Certificant and shall be required to return all certificates containing the NCBTMB credential to NCBTMB.
Article VII. MANAGEMENT AND ADMINISTRATION
Section 1. Governing Body. The Certification Board shall be the governing body of NCBTMB and shall be responsible for the overall management of the affairs of the corporation.
Section 2. Member Responsibility. The Member shall supervise the daily management and operations of NCBTMB and shall support NCBTMB through the provision of shared services and through ensuring NCBTMB has sufficient resources to carry out its purposes, programs, and activities consistent with its articles of incorporation, bylaws, and policies. The Member shall be consulted on the NCBTMB annual budget and chief staff officer. As permitted by the Act, this Article VII shall constitute a Member/Director Agreement concerning the management of the business and affairs of the corporation.
Section 3. Chief Staff Officer. NCBTMB shall have a chief staff officer and such other staff as deemed necessary to carry out the administrative and day-to-day operations of NCBTMB. Such staff member(s) shall have the authority to execute contracts and conduct the business affairs on behalf of NCBTMB. The chief staff officer shall attend and participate in all meetings of the Certification Board, shall support the Certification Board in carrying out its responsibilities with respect to accredited certification and other programs, and shall supervise all staff conducting NCBTMB’s activities and programs.
Section 4. Officers. NCBTMB shall have no officers except the President of the Board and a secretary who shall be the chief staff officer and who shall be authorized to act for NCBTMB and carry out the duties of officers as permitted or required by the Act. As permitted by the Act, this Article VII, Section 3 shall constitute a Member/Director Agreement concerning the number and selection of officers.
Article VIII. CERTIFICATION BOARD
Section 1. Authority and Responsibility. NCBTMB shall have an independent Certification Board (the “Board”) which shall have authority over the programs of NCBTMB, including but not limited to the NCCA-accredited board certification program for massage therapy and bodywork (“Board Certification”) and any future NCCA-accredited certification program (“Accredited Certification”) that may be developed. The Board shall be solely responsible for all aspects of the achievement of the Board Certification credential and any future Accredited Certification credentials, including development of eligibility, certification, and re-certification criteria; development and implementation of examination specifications and scoring; evaluation of candidates; consideration of appeals and complaints involving certification decisions; issuance of certification credentials; disciplinary measures involving individuals holding Board Certification and other Accredited Certification credentials; and maintenance of the integrity of the certification process. Without limiting the foregoing, the Board shall have sole responsibility and oversight of the components of certification relating to the approval of providers of initial and continuing education. The Board shall determine all essential policies, activities, and procedures related to certification, and all amendments thereto, within the limits of these Bylaws and the requirements set forth by its accrediting body.
Section 2. Composition, Qualifications, and Term.
(a) Composition. Except as otherwise provided herein, and subject to NCBTMB’s policies on confidentiality and conflict of interest, the Board shall be composed of five (5) voting members, as follows: one (1) member representing the interests of the public (“Public Member”) and four (4) members which may include any of the following: practitioners of therapeutic massage and/or bodywork; researchers, educators, or others who contribute professionally to the field of therapeutic massage and/or bodywork; therapeutic massage and/or bodywork school owners or administrators; or employees or members of government regulatory agencies or boards that regulate the practice of therapeutic massage and/or bodywork. The composition of the Board may be further defined by accreditation or policies maintained by NCBTMB. The five (5) members of the Board are referred to herein collectively, from time to time, as “Board Members.” The chief staff officer serves on the Board ex-officio, without vote.
(b) Qualifications. Except for the Public Member, Board Members must: (i) be credentialed by NCBTMB for a minimum of three (3) years, (ii) have a minimum of five (5) years’ experience in the profession of therapeutic massage and/or bodywork, and (iii) meet the requirements of being a Board Member as established in the policies, as may be amended from time to time. The Public Member shall not be a Certificant holding the Board Certification credential or be a practitioner of therapeutic massage and/or bodywork within three (3) years of election, and shall have no material financial interest in the field of therapeutic massage and/or bodywork. In addition, all Board Members must abide by and agree to NCBTMB’s conflict of interest policies, volunteer code of conduct, code of ethics, and standards of practice.
(c) Term. Board Members shall serve for three-year staggered terms such that one or two Board Members are elected each year. Board Members shall not serve more than six consecutive years, except that time served by a Board Member appointed to fill a vacancy shall not be counted.
Section 3. Nomination and Election.
(a) Slate Selection Commission. There shall be a Slate Selection Commission (“SSC”) which shall publish a call for candidates, recruit, and prepare a slate of qualified candidates for open Board Member positions in accordance with NCBTMB policies. An SSC member may not be slated for an open Board position.
(b) Election. The election of Board Members shall be held in accordance with NCBTMB policies. Eligible voters shall be all Certificants holding Board Certification. Board Members shall be elected by a plurality of votes cast. As permitted by the Act, this Article VIII, Section 3 shall constitute a Member/Director Agreement concerning the manner of selection of Board Members.
Section 4. Resignation, Removal, and Vacancies. Any Board Member may resign at any time by giving written notice to the Board. At a special meeting of the Board called for that purpose, any Board Member may be removed with cause by a vote of the remaining Board Members whenever in their judgment the best interests of NCBTMB would be served thereby. Any vacancy occurring in the Board for any reason may be filled by a majority vote of the entire Board for the unexpired term, subject to NCBTMB policies for review and nomination of candidates.
Section 5. Quorum and Manner of Acting. A majority of the Board shall constitute a quorum and the act of a majority of the Board Members present at a meeting at which a quorum is present shall be the act of the Board.
Section 6. President. The President of the Board shall be elected by the Board from among the Board Members. The Public Member shall not be eligible to serve as President. The President will serve for a term of one year and may be re-elected. The President shall preside at all meetings of the Board.
Article IX. FISCAL YEAR
NCBTMB’s fiscal year shall be the same as the fiscal year of AMTA.
Article X. NON-DISCRIMINATION POLICY
NCBTMB shall not discriminate against any person on the basis of race, color, gender, age, sexual orientation, ethnicity, national origin, religion, disability, or marital status as defined and prohibited by law.
Article XI. AMENDMENT OF BYLAWS
These Bylaws may be amended only by action of the Member.
Article XII. INDEMNIFICATION
Any individual who was or is a party or is threatened to be made a party of any threatened, pending, or completed action, suit or proceedings, whether civil, criminal, administrative, or investigative by reason of the fact that such person is or was serving as a Board Member or a staff member to the maximum extent permitted by, and in the manner provided by, the Act shall be indemnified by NCBTMB against expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and reasonably believed that he or she acted in the best interest of NCBTMB.
Article XIII. DISSOLUTION
Upon the dissolution of NCBTMB, the Member shall, after paying or making provision for the payment of all liabilities of NCBTMB, dispose of all assets, exclusively for, and consistent with, the purposes of NCBTMB in such manner, or to such organization or organizations which are then qualified as exempt within the meaning of Section 501(c)(6) or Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), as the Member shall determine. Any assets not so disposed of shall be disposed of by the court of general jurisdiction in the county in which the principal office of NCBTMB is then located, exclusively for such purposes in such manner, or to such organization or organizations, which are organized and operated exclusively for such purposes, as said court shall determine.
Article XIV. USE OF ELECTRONIC COMMUNICATION
Unless otherwise prohibited by law: (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means; and, (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.
Revised February 2018