ATI Bylaws

Bylaws of Alexander Technique International

The Bylaws were ratified on 31 May 1992 and revised in November 1993, November 1994, October 2001, November 2005, and August 2008. They were amended in October 2009, October 2015, and October 2018.

I. NAME

The name of this organization is Alexander Technique International (ATI).

II. PURPOSE

The purpose of ATI is to promote and advance the F. Matthias Alexander Technique and to provide information to its members and the public.

III. MEMBERSHIP

III.1. Anyone who supports the purpose of ATI and the Vision/Mission of ATI, and who pays their annual dues may be a member of ATI.

III.2. The Board of ATI decides the amount of annual dues for each category of membership.

III.3. The fiscal year of ATI is January 1 to December 31. Dues are due at the beginning of each fiscal year.

III.4. Any member who does not pay their dues by March 31 of any fiscal year will no longer be a member of ATI.

III.5. There are three categories of members in ATI: Teaching members, Trainee members and General members.

III.5.1. A Teaching member must have an ATI Teaching Certificate, or a teaching certificate from another professional Alexander Technique organization that ATI has recognized.

III.5.1.1. All Teaching members must have read and signed the ATI Code of Ethics.

III.5.2. Trainee members are members who are currently training to become Alexander Technique teachers.

III.5.3. Anyone who is not a Teaching member or Trainee member may be a General member.

III.5.4. All members of ATI are committed to the professional development process outlined in the Professional Development Committee tasks listed in the Policies and Procedure Manual.

III.5.5. Only the membership may change, add or delete a category of membership or change the description of each category.

IV. THE ATI BOARD

IV.1. The purpose of the ATI Board is to act for the membership of ATI between Annual General Meetings to advance and further the purposes and objectives of Alexander Technique International.

IV.2. The ATI Board consists of seven (7) members: the ATI Chair, Assistant Chair, Secretary, Treasurer and three additional Directors.

IV.2.1. ATI members may add two (2) additional Director positions at an Annual General Meeting.

IV.3. The Chair of ATI, in consultation with the other Board Members, will designate the time and place of regular Board meetings. Additional meetings of the Board can be called by the written or email request of three Board Members.

IV.3.1. The Board will meet by telephone, email or in person as often as necessary to conduct the business of ATI. The Board will meet in person at the AGM.

IV.3.2. A quorum of the Board is a majority of the current Board members.

IV.4. No Board Member will receive compensation for their service as an ATI Board Member.

IV.5. Board Members will be elected for terms of two years by the membership of ATI by mail-in or electronic ballot.

IV.5.1. Terms will begin at the close of business of the Annual General Meeting at which election results were announced and will continue through to the close of business of the second Annual General Meeting following the AGM at which the term began.

IV.5.2. Outgoing board members will remain as consultants to the newly elected board members until January 1 following the elections, except for the outgoing Chair who will remain ex-officio member for one year.

IV.6. Members may hold only one Board position at a time and serve no more than two consecutive terms on the Board, with the exception of the Chair. The Chair may already have served in another Board position for up to two terms immediately before being elected as Chair, and may then serve up to two consecutive terms as Chair.

IV.6.1. If the Chair resigns during their term they are ineligible to stand for any Board position in the subsequent election.

IV.7. A Board Member may resign by giving written notice of resignation to the Chair or the Secretary.

IV.8. A Board Member may be removed by a majority vote of the other Board Members. The Board will inform the affected Board member of the reasons for its consideration of his or her removal and an opportunity to present an argument to the contrary.

IV.9. A Board Member may be removed by a majority mail-in or electronic vote of the membership.

IV.10. Vacancies on the Board may be filled by any ATI member in good standing, nominated and chosen by a majority of the remaining Board Members then in office. If there is only one Board Member then in office, that person will appoint other ATI members to fill the vacant positions.

IV.11. Any Board Member appointed under IV.10 will serve until the next Annual General Meeting of ATI. ATI will provide a mail-in or electronic ballot before the next AGM and members will elect a Board Member to serve the rest of the original term of the vacant board position.

V. POWERS OF THE BOARD

V.1. All corporate powers of ATI will be controlled by the Board according to the Articles of Incorporation, the Bylaws of ATI, and the laws of the State of Maryland. Decisions regarding ATI by the Board shall be decided by a majority vote as needed.

V.2. Without limiting its general powers the Board will have the following powers and duties:

V.2.1. To select, enter into contract with and remove all agents and employees of ATI; to assign powers and duties for such agents and employees in accordance with the law and the purpose and mission of ATI;

V.2.2. To decide on compensation for any agent or employee of ATI;

V.2.3. To conduct, manage and control the affairs and business of ATI;

V.2.4. To make policies that facilitate ATI’s purpose and mission, and its day-to-day operations;

V.2.5. To borrow money and incur indebtedness for the purposes of ATI;

V.2.6. To make housekeeping changes in these bylaws, such as grammatical corrections, numerical adjustments.

VI. DUTIES OF BOARD MEMBERS

VI.1. Each Board Member will perform duties that may be assigned by the Board from time to time.

VI.2. Each Board Member will serve as a liaison to at least one committee.

VI.3. The ATI Chair will also:

VI.3.1. conduct Board Meetings;

VI.3.2. be aware of all the general activities of ATI, and, with the help of the Board, coordinate the activities of committees and the ATI office;

VI.3.3. inform the Board of ATI activities and business;

VI.3.4. sign for ATI alone in the name of ATI all contracts authorized by the Board, unless the Board specifically requires an additional signature(s) on any contracts.

VI.4. The Assistant Chair will also:

VI.4.1. assist the Chair in fulfilling the duties of Chair enumerated above with the exception of VI.3.4.

VI.4.2. In the absence or disability of the Chair the Assistant Chair perform the duties of the Chair and when so acting shall have the powers and responsibilities of the Chair.

VI.4.3. In the event the Chair resigns or is unable to complete the term the Assistant Chair assume the office of Chair.

VI.4.4. The Board shall appoint a person to serve until the close of next Annual General Meeting any office left open by the Assistant Chair becoming Chair.

VI.5. The Secretary will also:

VI.5.1. be responsible for the recording of business at the Annual General Meeting, meetings of the Board, and maintaining a record of all proceedings of ATI in general.

VI.5.2. keep the Board informed of all pending items of business.

VI.5.3. designate an ad hoc Secretary at individual meetings to record the business of such meetings and submit those minutes to the Secretary for certification and placement in the records of ATI.

VI.5.4. make the minutes of any meeting available upon request to the member of ATI within thirty (30) days of the adjournment of the meeting.

VI.6. The Treasurer will also:

VI.6.1. keep and maintain adequate and correct accounts of the properties and business transactions of ATI including accounts of ATI’s assets, liabilities, receipts, disbursements and gains and losses.

VI.6.2. maintain all records necessary for verification of the financial condition of ATI.

VI.6.3. report the financial condition and current fiscal activities at each meeting of the Board.

VI.6.4. be responsible for filing all appropriate financial reports and forms according to local, state and federal laws.

VI.6.5. have the authority to sign all checks for disbursements.

VI.6.6. supervise deposit of all moneys in the credit of ATI in such depositories as may be designated by the Board.

VI.6.7. see that the financials are compiled or reviewed annually by a certified public accountant.

VI.6.8. be board liaison to the membership committee.

VII. MEETINGS OF THE MEMBERSHIP

VII.1. The Annual General Meeting of the Association shall be held the first weekend of November each year unless another date is set by the Board and the members notified at least forty-five days in advance.

VII.2. Notice of the Annual General Meeting must be sent to all members no fewer than forty-five (45) days before the Annual General Meeting.

VII.3. Twenty-one members of ATI shall constitute a quorum at the Annual General Meeting.

VII.4. The Annual General membership meeting shall be held no fewer than forty (40) nor more than sixty (60) weeks after the previous Annual General membership meeting.

VII.5. Every member in good standing is entitled to one vote at a meeting of members, where voting is the means of decision making used. A member is determined to be in good standing (paid their dues) by the chair of the membership Committee and this information must be received by the Secretary and the chair of the Nominations Committee seven days before the Annual General Meeting or the counting of mail-in ballots.

VII.5.1. Members may authorize another person or persons to act for them by proxy.

VII.5.2. Every proxy must be signed by the member and presented to the Secretary for validation.

VII.5.3. Proxies are valid only on the dates specified on the proxy.

VII.5.4. A proxy is revocable at the pleasure of the member executing the proxy.

VII.5.5. A member may hold up to ten proxies provided that no more than five proxies are authorized by members who reside in the country in which the membership meeting is held.

VII.6. A Special General Meeting of the Association may be called whenever the Board deems it to be necessary and shall be called on the requisition in writing of at least twenty-one members or ten percent (10%)of the membership, whichever is greater.

VII.6.1. A requisitioned Special General Meeting shall be called for a date not later than six weeks after the receipt of the requisition. Notice of the matters to be discussed or the motions to be moved at the Special General meeting shall be given by the members requiring the meeting in the requisition to the Board and in every case not less than fourteen days notice shall be given to the membership of the convening of the Special General Meeting and the agenda thereof.

VII.6.2. Twenty-five percent (25%) of the members of ATI shall constitute a quorum at the Special General Meeting.

VII.6.3. The provisions of section VII.5. shall apply to Special General Meetings.

VIII. COMMITTEES

VIII.1. ATI has two types of committees: ad hoc committees and standing committees.

VIII.1.1. All committees shall have a minimum of three members, including the chair and a liaison member from the Board, except the Nominations Committee.

VIII.1.2. The Board may establish an ad hoc committee to do a specific task or tasks between Annual General Meetings; the members may establish an ad hoc committee at the Annual General Meeting.

VIII.1.3. Members may create a standing committee, or change an ad hoc committee to a standing committee, at an Annual General Meeting.

VIII.1.4. The body that creates a committee (either the Board or the members at an AGM) defines that committee’s duties and responsibilities.

VIII.2. Committee chairs will be elected at an AGM or by mail-in or electronic ballot.

VIII.2.1. The term for Committee Chairs is two years, no more than two terms to be served consecutively.

VIII.2.2. If a committee chair serves for four years but no one else has volunteered to be chair of that committee, the board may appoint either the current chair or another ATI member to be interim chair until a new chair can be found.

VIII.3. Each committee determines its internal structure and decision-making process for itself.

VIII.4. Each committee has a board liaison, except Nominations Committee.

VIII.5. Any ATI member in good standing may join any committee.

IX. PARLIAMENTARY AUTHORITY

IX. The rules contained in Robert’s Rules Of Order Newly Revised shall govern ATI in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules ATI may adopt.

IX.1. During Annual General Meetings, Formal Consensus, as described in On Conflict and Consensus by C.T. Butler and Amy Rothstein and guided by the Vision and Mission of Alexander Technique International, shall be used.

X. BYLAWS

X.1. Bylaws may be amended by two-thirds of the votes at an Annual General Meeting.
X.2. Bylaws can be amended by a majority of the votes of the total membership of ATI listed by the Secretary.

Bylaws Appendix

This Appendix defines terms in the Bylaws but is not a formal part of the document.

Definitions

1. Proxy: Proxy has two meanings: 1) the person a member chooses to represent them at a meeting and 2) the paper the member fills out to give their proxy authority to represent them.
2. Quorum: A quorum is the minimum number of members that has to be physically present at a meeting for any business to be officially conducted.
3. Standing Committee: Standing committees are permanent committees established by the members at an annual general meeting.
4. Ad hoc Committee: An ad hoc committee has a specific and time limited task. It dissolves when it has completed its task and made a report to the members.
5. ATI Sponsors: ATI Sponsors are ATI Teaching Members in good standing that assess a candidate wanting to become a certified ATI Teaching Member. Guidelines for becoming an ATI Sponsor are in the ATI Policy and Procedures.
6. ATI Teaching Certificates: A person receives an ATI Teaching Certificate by following the procedure for certification defined in the ATI Policy and Procedures.