TRAO Certificate of Incorporation & Bylaws
CERTIFICATE OF INCORPORATION
THERAPEUTIC RECREATION ASSOCIATION OF OKLAHOMA
STATE OF OKLAHOMA ) SS.
COUNTY OF PAYNE )
TO THE SECRETARY OF THE STATE OF OKLAHOMA
We, the undersigned incorporators: Lori Hamlin, CTRS, 4312 N. Classen, Oklahoma City, Oklahoma 73118; Tana Germundson, CTRS, Meadowlake Hospital, 2216 S., Van Buren, Enid, Oklahoma, 733703; David Welch, CTRS, St. Antony Hospital, c/o Start Unit, 1000 N. Lee, Oklahoma City, Oklahoma 73101; Dr. Jerry J. Jordan, CTRS, 111 Colvin Center Oklahoma State University, Stillwater, Oklahoma 74078; Marti Jourden, CTRS, St. Anthony Hospital, Mental Health Center, 1000 N. Lee, Oklahoma City, Oklahoma 73101; Dr. Suize W.L. Lane, CTRS, 108 Colvin Center, Oklahoma State University, Stillwater, Oklahoma 74075; Cheri Rice, CTRS, Kaiser Rehab. 1125 S. Trenton, Tulsa, Oklahoma 74120; Vickie Holler, CTRS, Laureate Psychiatric Clinic, Box 470207, Tulsa, Oklahoma 74147-0207, being persons legally competent to enter into contracts for the purpose of forming a nonprofit corporation under the laws of the State of Oklahoma, do herby adopt the following articles of incorporation:
The name of the corporation is THERAPEUTIC RECREATION ASSOCIATION OF OKLAHOMA.
The address of its registered office in the State of Oklahoma is 104 Colvin Center, OSU, Stillwater, Oklahoma 74074, County of Payne, State of Oklahoma, and the registered agent at such address shall be the corporation, Therapeutic Recreation Association of Oklahoma.
The duration of the Corporation shall be perpetual provided, however, that in the event of dissolution the Board of Directors shall, after paying or making provisions of payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively to an organization under 501 (c)(6) or to which contributions are deductible under 170 of the Internal Revenue Code of 1954, or the corresponding provisions of the United States Internal Revenue Code, as the Board of Directors shall determine. In no event, shall any of the said assets or property be distributed to the Directors, either for the reimbursement of any sum subscribed, donated or contributed by such Director or for any other such purpose.
This Organization is organized exclusively for the advancement of therapeutic recreation and promotion of therapeutic recreation profession, including the advancement of education and promotion of professional standards within the confines of such purpose and within the limitations set forth for the organizations exempt from taxation under section 501(c)(6) of the Internal Revenue Code, the corporation may engage in any lawful act or activity for which corporations may be organized under the general corporation law of the State of Oklahoma.
The Corporation shall no engage, nor shall any of its funds, property or income, be used to carry on any activities not permitted to be carried on by an organization exempt from federal income tax under applicable provisions of Section 501(c)(6) of the Internal Revenue Code. No substantial part of activities of the Corporation shall be the carrying on of propaganda, or attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including publishing or distributing statements) any political campaign on behalf of or against any candidate for public office, except that the Corporation may engage in such activities when doing so promotes the common business of the profession of therapeutic recreation, the Corporation, and its members, provided that the content of all statements, whether written or oral, made or on behalf of the Corporation shall be truthful and free of misleading inferences.
The Corporation is not organized for the pecuniary profit, incidentally or otherwise or its members, nor shall it have any power to issue certificates of stocks or declare dividends. No part of its net earnings shall inure to the benefit of or be distributed to any Director, Officer, member or other individual, except that this Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purposes set forth herein. The balance of all the money received by the Corporation, after the payment in full of all debts and obligations of the Corporation of whatever kind of nature, shall be used and distributed exclusively for carrying out the purposes of the Corporation as particularly set forth in Article Four herein.
The classes of membership in the Corporation and conditions for membership in the Corporation shall be as set forth in the By-laws of the Corporation.
The number of directors shall be no less than six (6) and no more than fifteen (15). Initially, the number of Directors shall be set at eight (8) Directors. The name and address of the initial Directors are as follows:
Tana Germundson, CTRS
2216 S., Van Buren
Enid, Oklahoma, 733703
Lori Hamlin, CTRS
4312 N. Classen,
Oklahoma City, Oklahoma 73118
Vickie Holler, CTRS
Laureate Psychiatric Clinic
Tulsa, Oklahoma 74147-0207
Dr. Jerry J. Jordan, CTRS
111 Colvin Center
Oklahoma State University,
Stillwater, Oklahoma 74078
Marti Jourden, CTRS
St. Anthony Hospital
Mental Health Center
1000 N. Lee
Oklahoma City, Oklahoma 73101
Dr. Suize W.L. Lane, CTRS
108 Colvin Center
Oklahoma State University, Stillwater
Cheri Rice, CTRS
1125 S. Trenton
Tulsa, Oklahoma 74120 David Welch, CTRS
St. Antony Hospital, c/o Start Unit
1000 N. Lee
Oklahoma City, Oklahoma 73101
Within one (1) year from the date of incorporation, the Directors shall appoint or cause to be elected one (1) additional Director who shall be a student currently enrolled in therapeutic recreation education program.
Terms of office, qualifications of Directors and voting limitations for any Director or Directors shall be as set forth in the By-laws of the Corporation.
To the extent permitted by law, contracts of transactions between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or have financial interest. Shall not be void or voidable solely for this reason, or solely because the directors or officers are present at or participate in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because the directors or officers or their votes are counted for such purpose.
The Board of Directors is expressly authorized to indemnify any person who was or is a part or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys´ fees, judgment, fines and amounts paid in settlement to the extent and in the manner permitted by the laws of the State of Oklahoma.
In furtherance and not in limitation of the powers conferred by the laws of the State of Oklahoma, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by law.
WE, THE UNDERSIGNED, being the incorporators named above, for the purpose of forming a not for profit corporation pursuant to the Oklahoma General Corporation Act, make this Certificate, herby declaring and certifying that this is the act and deed of the undersigned and that the facts herein stated are true, as o this 9 day of December, 1994.
Tana Germundson, CTRS
Lori Hamlin, CTRS
Vickie Holler, CTRS
Dr. Jerry Jordan, CTRS
Marti Jourden, CTRS
Dr. Suize W.L. Lane, CTRS
Cheri Rice, CTRS
David Welch, CTRS
THERAPEUTIC RECREATION ASSOCIATION OF OKLAHOMA
The Therapeutic Recreation Association of Oklahoma (T.R.A.O.) is formed in the order to serve as a vehicle for proactive and visionary efforts in furthering the mission of the Therapeutic Recreation Profession on local level. Working in a grassroots, member-oriented fashion, this organization is committed to the encouragement and enhancement of:
Promotion and maintenance of the highest quality of professional practice;
Provision of opportunities for professional support and resource development through creation of an organized forum for the sharing of expertise of a diversified group of practitioners, educators, students, and administrators;
Development and support of high-quality educational experiences, at both local and national levels;
Facilitation of active outreach efforts to allied health professionals, focused upon advocacy and education related to the profession of therapeutic recreation, and upon the attainment of the highest quality of care.
Enhancement of professional preparation through active outreach to students, and through creation of opportunities for student involvement in TRAO.
Promotion of coordinated and effective responses on behalf of the profession to current issues and policy changes in health care; and
Encouragement and support of research efforts on a local level which will expand the knowledge base of the therapeutic recreation profession.
TRAO BY LAWS
The name of this organization is the Therapeutic Recreation Association of Oklahoma herein after called TRAO or the Chapter.
The Chapter is established as an advocate for therapeutic recreation in the areas of service, networking, research, education and promotion of professional standards.
Individual members shall, reside and/or work within the State of Oklahoma, and be classified as one of the following: 1)Professional member – an individual who holds current Oklahoma State Therapeutic Recreation Specialist (T.R.S) License or Temporary License, and current Certified Therapeutic Recreation Specialist (C.T.R.S.); 2)Associate Member – an individual who currently works in the T.R. field, yet has not attained the T.R.S. credential and eligible to sit for National Council for Therapeutic Recreation Certification (NCTRC) Exam; 3)Student Member – any individual currently enrolled in a therapeutic recreation education program.
Supporting Public Membership
Individual members that support the TR profession or TR Professionals that reside outside of the afore mentioned geographical area.
Member in Good Standing
An individual who meets the qualifications for membership in the appropriate classification, has paid the appropriate fees, and agrees to uphold the standards and ethics of the American Therapeutic Recreation Association (ATRA), is a member in good standing.
Rights and Privileges of Members in Good Standing
All members shall receive regular membership services. All Professional and Associate Members may vote and are eligible to serve on the Board of Directors of the Chapter. The office of President, President Elect, Secretary, and Treasurer of the Chapter shall be opened to Professional members who are in good standing with TRAO. The President and President Elect shall be members of ATRA.
The Board of Directors of the Chapter shall determine the dues structure and designate the period which the membership is effect.
Termination of Membership
Member in the Chapter shall be terminated for the following reasons:
A) For non-payment of dues after sixty (60) days of delinquency. Membership may be reinstated by current membership dues. B) Failure to meet any of the membership qualifications, as delineated in Article III, Section 2.
Officers listed: The officers of the Chapter shall be President, President Elect, Secretary, Treasurer, (3) Members-At-Large (one being Past President), Executive Director, and no more than (2) Student Representatives. (Executive Director and Student Representative(s) are non-voting Board Members)
Qualifications: The President, President Elect, Secretary, Treasurer, and Members-at-Large shall be selected from among the Chapter Membership.
Duties: A) The President of the Chapter shall guide and direct the organization in is policy making and management functions. S/He shall perform all duties as cited in Roberts Rules of Order, Revised. B) President Elect of the Chapter shall assist the President and act in his/her behalf absence, C) Secretary of the Chapter shall perform all duties as cited in Roberts Rules of Order, Revised. D) Treasurer of the Chapter shall perform all duties as cited in Roberts Rules of Order, Revised.
Term of Office: The President, President Elect, and Member-at-Large (Past President) shall hold office for a period of (2) years. The Secretary, Treasurer, and (2) Members-at-Large will hold office for a period of (3) years. Officer positions up for election will be elected at the annual Chapter election meeting. At the conclusion of the annual Chapter election meeting of the Presidents second election year, the President Elect shall assume Office of President and the outgoing President shall assume a Member-at-Large (Past President) Office.
Unexpired Terms: The Board of Directors shall be empowered to fill vacancies among officials and Members-at-Large for the remainder of the unexpired term.
Board of Directors
Composition: the Board of Directors shall be empowered to fill vacancies among officials and Members-at-Large for the remainder of the unexpired term.
Duties and responsibilities: The Board shall supervise and direct the affairs of the Chapter, shall determine its policies or changes therein within the limits of the By Laws and shall actively implement the purposes. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable.
Meetings and the Board: There will be a minimum of four (4) meetings of the Board each year. A call for special meeting of the Board may be issued by the President when deemed necessary or by written request by four (4) members of the Board.
Quorum for a Board Meeting: The presence of the majority of the Board shall constitute a quorum at a regular meeting of the Board
Nominations and Elections
Nominations Committee: The President shall appoint a committee chairperson who shall select not less than three (3) members from the Chapter to serve as members of the committee. The committee shall conduct the nominations and election of officers in accordance with Roberts Rules of Order, Revised.
Nominations: The committee shall solicit nominations of one or more candidates for each of the positions to be filled. In selecting the candidate, consideration should be given to professional qualifications, service to the Chapter and the field of therapeutic recreation, geographical balance on the Board and other factors. Each candidate shall confirm, in writing, his/her intent to serve if elected. The Nominations Committee shall present to the Board a slate of candidates for the Board vacancies at least forty-five (45) days prior to the annual Chapter election meeting.
Election: The ballot shall be sent to all voting members in good standing by any of the following means: postage mail, email, or any other commonly used electronic means of communication. The TRAO Board members will decide which method of posting the ballots is the most appropriate prior to each election. This method must be done in a timely manner, which the Board also deems most appropriate.
The candidates receiving the highest majority of the votes cast shall be declared elected. In the event of a tie, the officer shall be elected by a majority vote of the Board. The Chairperson of the nominating committee shall notify all candidates of their status immediately following the tabulation of the ballots.
Election Schedule: The Board of Directors annual officer vacancies, to be elected annually, include: President Elect, Secretary, Treasurer and two (2) Members-at-Large. The current President Elect will assume the office of President, the outgoing President will assume one (1) Member-at-Large office. Elected Members-at-Large may be re-elected for one (1) additional term to serve no more than two (2) consecutive years. These shall constitute the seven (7) voting members of the Board.
Student Representative: Nominees for student representative will be solicited by the nomination committee. The student representative will be elected by all student members. In good standing with the association, during the same time period that other Board of Directors are elected.
The Executive Director will be a non-paid employee of the organization appointed on an annual basis by the Board of Directors. Responsibilities of the Executive Director will include, but no be limited to: 1) Serve as an ex-officio (non-voting) member of the Board of Directors; 2) Maintain an office for the Organization; 3) Maintain all permanent files of the Organization; 4) Serve as an ex-officio member of the budget/finance committee; 5) Send out correspondence appropriate to the maintenance of the Organization; 6) Maintain a bank account for the organization; 7) Miscellaneous tasks as assigned by the Board of Directors.
Standing Committee: The Board shall establish standing committees and the President shall establish such special committees as may be required to the further the work of the Chapter. Chairperson of such committees shall be members of the Chapter and shall be appointed by the President with the approval of the Board.
Finance and Budget Committee: The finance and Budget Committee shall consist of the President, President Elect, Treasurer, and Executive Director (ex-officio). The Treasurer shall chair the Finance and Budget Committee which shall prepare annual budget, monitor and report to the board on the financial status of the Chapter, and develop long range financial plans of the Chapter.
The President of the Chapter, or selected appointee, shall serve as the designated Chapter Representative to the Affiliate Council of ATRA. The Representative shall serve as the liaison between the Chapter and the ATRA Board of Directors.
Meetings of the chapter shall be conducted at each conference. Officers of the Board and all members of the chapter shall be electronically notified in a timely manner prior to the stated meeting, by the board.
Special: Special membership meetings may be called by the Board upon request of twenty-five (25) percent of the Chapter Members or 50% of the Board. Notice of such meetings shall be mailed to all Chapter members at least seven (7) days prior to the stated meeting.
Quorum: Members present at any duly called membership meeting shall constitute a quorum.
Roberts Rules of Order, Revised shall govern the Chapter in all cases to which they are applicable and in which they are consistent with By Laws and any special rules of order the Chapter may adopt.
Amendment of By Laws
Amendments of the By Law may be made by two-thirds (2/3) majority vote of all voting members present at any duly called membership meeting, with at least fourteen (14) days prior notification.
No part of the net earnings of TRAO shall inure to the benefit of, or be distributed to, its members, officers, or other private persons, except that TRAO shall be authorized and empowered to pay reasonable compensation of services rendered and to make payment and distributions in furtherance of the purpose set forth in Article II herof. No substantial part of the activities of TRAO shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and TRAO shall not participate in, or intervene in (including publishing or distribution of statements) any political campaign on behalf of any candidate for the public office.
Upon dissolution of TRAO, the Board of Directors or as my be called the members of the Board shall, after making payment of all liabilities of TRAO, dispose of all the assets of TRAO exclusively for the purpose of TRAO in such manner, or to such organization (s) operated exclusively for charitable, educational, religious, or scientific purposes as shall, at the time, qualify as an exempt organization (s) under section 502 (c) (6) of the Internal Revenue Code of 1954 (or the corresponding provision of any United States Internal Revenue Law) as the Board of Directors or as sometimes known herein as the Board, shall determine.