Minnesota Chapter of the American Physical Therapy Association, also known as APTA Minnesota.

ARTICLE I. NAME AND RELATIONSHIP TO AMERICAN PHYSICAL THERAPY ASSOCIATION

Section 1. The Minnesota Chapter of the American Physical Therapy Association, (“the Chapter”), shall be a chapter of the American Physical Therapy Association, (“Association”)

Section 2. The geographic jurisdiction of the Chapter shall coincide with the territorial boundaries of the State of Minnesota.

ARTICLE II. OBJECT AND PURPOSE

The object of the Chapter shall be the object of the Association. The Chapter shall conduct its activities in accordance with the purposes set forth in the Chapter’s corporate articles which shall be consistent with the purposes of the Association.

ARTICLE III. MEMBERSHIP

Section 1: Categories and Qualifications of Members

The Chapter membership categories and qualifications for Physical Therapist, Student Physical Therapist, Physical Therapist Assistant, and Student Physical Therapist Assistant shall be the same as those of the Association.

In addition, the Chapter shall maintain a single Corresponding Member category for Physical Therapist, Student Physical Therapist, Physical Therapist Assistant, and Student Physical Therapist Assistant members who are not assigned to the Chapter. Corresponding members shall have the rights as stated in the Association bylaws.

 Section 2: Rights of Members

The rights of the Chapter’s members and corresponding members shall not be in conflict with those established in the Association bylaws.

Section 3. Admission to Membership

Admission to Chapter membership is by assignment by the Association’s Board of Directors or chosen by a member as provided in the Association bylaws.

Section 4: Dues

The Chapter Board shall establish dues and may set different dues for different categories of membership. However, the Chapter dues structure shall not conflict with the Association’s, and Chapter dues for any dues category shall not exceed the Association’s dues for that dues category without specific approval from the Association’s Board of Directors. Dues are payable following the schedule established by the Association.

Section 5. Good Standing

A member must be a member in good standing with the Association to be a member of the Chapter. A member of the Chapter who is suspended by the Association shall have their membership rights suspended in the Chapter. Any member who is expelled from membership by the Association shall be expelled from Chapter membership.

Section 6: Disciplinary Action

The Chapter shall follow the Association’s binding ethical documents and any ethics complaints against a member shall be processed in accordance with the Association’s policies.

Section 7: Reinstatement

The Chapter shall reinstate members in accordance with the Association’s policies. The Chapter shall not charge a reinstatement fee.

ARTICLE IV. GENERAL MEMBERSHIP MEETINGS

Section 1: Regular and Annual Meetings

Regular meetings of the membership shall be called by the Board of Directors. Regular meetings shall be held at least annually and shall be held at such time and place as specified by the Board.

Section 2: Special Meeting(s)

Special meetings of the membership shall be called by the Board of Directors or upon request by at least ten percent of the membership.

Section 3: Notice of Meeting Requirements

A notice of 30 days must be given to all members prior to any meeting.

Section 4: Voting and Quorum

A quorum for a meeting of the Chapter membership shall consist of ten (10) percent of the voting members in good standing; a majority of votes is required to carry a matter where a quorum exists unless otherwise provided by these bylaws or applicable state law. At the discretion of the Board, membership meetings may be held virtually or decisions may be made by the membership electronically to the fullest extent allowed by law.

ARTICLE V. BOARD OF DIRECTORS

Section 1: Authority

The governing body of the Chapter is its Board of Directors, which has authority and is responsible for the governance of the Chapter.

Section 2: Composition

The Board of Directors shall consist of fourteen members. President, Vice President of Practice, Vice President of Engagement, Secretary, Treasurer, seven elected Physical Therapist Directors, one elected Physical Therapist Assistant Director, and Chief Delegate.

The Executive Committee shall consist of the President, Vice President of Practice, Vice President of Engagement, Secretary, and Treasurer.

Section 3: Officer Positions and Duties

The elected officers of the Chapter are a President, Vice President of Practice, Vice President of Engagement, Secretary, and Treasurer. The officers perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. In addition, the President presides at meetings of the voting members and of the Board of Directors, the Vice President of Practice acts in place of the President when the President is not available, the Secretary is responsible for minutes of the meetings of the voting membership and of the Board of Directors as well as for overseeing the maintenance of records of the Chapter, and the Treasurer is the financial officer of the Chapter.

Section 4: Qualifications

Only members of the Chapter as provided for in the Association bylaws, Article III, Section 2, subparagraph C, and who have consented to serve, shall be eligible for election to office.

Physical Therapist Assistants may hold office subject to the limitations specified in the Association bylaws, Article IV, Section 4, subparagraph B.

Section 5: Election and Term of Office

A. An election by the membership is held annually to choose new members of the Board of Directors. Board members serve 3 years or until the election and assumption to office of their successors; they may be elected for successive terms. No board member shall serve more than three consecutive full terms and not more than two consecutive full terms in the same office.

B. Board elections will occur according to the following three-year election cycle which begins 01/01/2025.

1. During year 1 of the election cycle, the Treasurer, Chief Delegate and two Physical Therapist Directors will be elected.
2. During year 2 of the election cycle, the President, Vice President of Practice, two Physical Therapist Directors, and the Physical Therapist Assistant Director positions will be elected.
3.   During year 3 of the election cycle, the Vice President of Engagement, Secretary, and three Physical Therapist Director positions will be elected.

C. Board members shall not be ex officio members of the Nominating Committee or an Ethics Liaison.

Section 6: Resignations and Removals

A director may resign by providing written notice to the Board of Directors. A director may be removed with or without cause in accordance with state law. Further, if a director resigns or is expelled from Chapter membership, such director shall automatically cease to serve as director of the Chapter.

Section 7: Vacancy

If a vacancy occurs on the Board for any reason, the position is filled for the unexpired portion of the term by the President until the next regular election. In the event of a vacancy of the President, The Vice President of Practice will automatically assume the role of President until the next regular election. In the event the Vice President of Practice is unable or unwilling to fulfill the Presidential duties, the Vice President of Engagement will assume the role of President until the next regular election.

Section 8: Meetings and Actions of the Board

The Board of Directors meets at least annually at the times and places designated by the Board. Notice of meetings is given pursuant to policies established by the Board or as otherwise required by applicable state law. Notification of meetings will be published no less than fourteen days prior to the meeting. A majority of voting directors form a quorum, and a majority of votes are required to carry an action where a quorum is present unless otherwise required by these bylaws or applicable state law. Proxy voting is not permitted. At the discretion of the Board, meetings may be held virtually or decisions may be made by the Board electronically to the fullest extent allowed by law.  If a decision must be made between meetings, all Board of Directors will be contacted and may vote via electronic communication.

ARTICLE VI. COMMITTEES

Section 1: Executive Committee

The Executive Committee consists of the officers of the Chapter. Between meetings of the Board, the Executive Committee has the authority to take action consistent with established Chapter policies or decisions, and to take action on behalf of the Board in emergencies, reporting to the Board at its next succeeding meeting any action taken.

1. Executive Committee
2. Meetings – The Executive Committee shall meet at least four times per year. Notification of meetings will be sent no less than fourteen days prior to the meeting. Three people constitute a quorum. The President or three Executive Committee members may call a special meeting as needed.
3. Action Between Meetings – If a decision must be made between meetings the Executive Committee may vote via electronic communication.

Section 2: Finance Committee

The Finance Committee shall consist of the Treasurer and 2 additional members appointed by the President. It is suggested but not required that the appointed members include one Board member and one Chapter community member.

The Finance Committee is responsible for advising the Board of Directors on matters pertaining to financial needs, growth and stability, review and presentation of an annual budget to the Board of Directors, investment policies, and compliance with financial obligations to the Association.

Section 3: Nominating Committee

The Nominating Committee shall consist of 6 members elected by the membership. The Nominating Committee is responsible for nominating candidates for open director and officer positions, delegates to the House of Delegates, Chief Delegate, Representative to the PTA Council, and Nominating Committee. A Nominating Committee Report of the election slate shall be made available to all members at least a month prior to the Election.

Nominating Committee Members shall serve three-year terms starting January 1st of the calendar year following the election or until the election and assumption to office of their successors. The terms of two members shall expire each year. The two members in their 3rd year shall serve as the Co-chairs of the Nominating Committee.

Section 4: Ethics Liaison

The Ethics Liaison is responsible for interacting with the Association’s Ethics and Judicial Committee, referring ethics complaints to the Ethics Judicial Committee, and promoting ethics-related educational resources to members.

Section 5: Other Committees

The Board may appoint such committees, task forces, or work groups as it deems necessary or advisable. All committees that consist entirely of directors shall be Board committees and shall have and exercise the authority of the Board as may be designated by the Board. All non-board committees shall not have or exercise the authority of the Board but may advise and make recommendations to the Board.

All committee members shall be a member of the chapter. Board members shall not serve as chapter committee chairs during their term. All appointed positions required by the Association shall be reviewed annually for ongoing appointment by the President.

ARTICLE VII: SPECIAL INTEREST GROUPS

Section 1: Establishment and Dissolution

The Chapter’s Board of Directors may establish subgroups, such as special interest groups, within its territory.

Section 2: Special Interest Groups Limitations

A special interest group shall not:

1. Operate under policy or rules of order that are inconsistent with Chapter or Association bylaws or have not been approved by the Chapter Board of Directors.
2. Establish dues or levy assessments to Chapter members.
3. Profess or imply that it speaks for or represents the Chapter or its members unless authorized by the Chapter’s Board of Directors.
   
   
   

ARTICLE VIII. DELEGATES TO THE ASSOCIATION’S HOUSE OF DELEGATES

Section 1: Qualifications

1. The qualifications of delegates shall not conflict with the Association’s bylaws.
2. A Chapter Delegate must have primary chapter membership in Minnesota.
3. Up to one Minnesota Chapter Delegate in each session of the House of Delegates may be a Physical Therapist Assistant.
4. A Chapter Delegate may not serve concurrently as a delegate for any other delegation.
5. The Chapter shall notify the Association headquarters of the names of Chapter Delegates as required by the Association’s policies and procedures including the Standing Rules of the House of Delegates.
6. The Chapter shall be represented in each session of the House of Delegates unless a waiver is approved by the Board.
7. The Chief Delegate must have served as a Minnesota Chapter Delegate within the last three years.
   
   

Section 2: Election

An election by the membership is held annually to choose delegates based on the number to which the Chapter is entitled; the Chapter may also elect alternate delegates.

1. Chief Delegate – The Chief Delegate will be elected for a 3-year term and serves on the Chapter Board of Directors. Duties are assumed January 1st of the calendar year after the election.
2. Delegates – The Delegates will be elected for a three-year term with one-third of the Delegates elected each year. The nominees receiving the next highest number of votes after the elected Delegates shall be considered Alternate Delegates for a period of one year. An Alternate Delegate will become a Delegate, based on the highest number of votes received, upon the inability of a Delegate to perform duties. If the Alternate Delegate remains an Alternate, he/she is eligible to be a candidate for Delegate in the following year’s election. Duties are assumed January 1st of the calendar year after the election.
   
   

Section 3: Duties of Delegates

1. To attend the annual and special meetings of the APTA House of Delegates.
2. To present to the House of Delegates such matters as are approved by the Board of Directors and/or voting body.

ARTICLE IX  REPRESENTATIVE TO THE APTA PHYSICAL THERAPIST ASSISTANT COUNCIL

Section 1: Qualifications

1. The qualifications of the representative shall be as stated in the Association policy.
2. The Chapter shall notify the Association headquarters of the name of the representative, as required by the Association.
   
   

Section 2. Election

1. The Chapter Representative to the APTA PTA Council will be elected to a three-year term or until the election and assumption to office of their successor. In the event no one is elected, the President may appoint a representative for the term.
2. The nominee receiving the next highest number of votes after the elected Representative will be the alternate PTA Council Representative.
3. Duties are assumed January 1, the calendar year after the election.
4. Unless appointed by the President, no member shall serve more than two consecutive full terms as the elected APTA PTA Council Representative of the Chapter.
   
   
   

ARTICLE X. REPRESENTATIVE TO THE APTA STUDENT COUNCIL

Section 1: Qualifications

1. The qualifications of the representative shall be as stated in the Association’s policy.
2. The Chapter shall notify the Association headquarters of the name of the representative, as required by the Association.

Section 2: Appointment

1. The Representative shall be appointed by the President.
2. The term will be 1 year beginning in July of the year appointed or as directed by the Association.
   
   
   

ARTICLE XI. ELECTIONS

1. A rule of plurality shall be effective in all elections.
2. Election Positions
   
   1. The slate of nominees shall be published by the Chapter and distributed to the members at least 30 days prior to the voting start date. Members may submit additional nominations up to 15 days before the voting start date. These nominees will be added to the official ballot if written consent to serve is received from the nominee before the voting start date. Electronic elections will be held open for 30 days.
      
      1.  Election positions:
         
         1. Executive Committee Officers
         2. Directors
         3. Chief Delegate
         4. Nominating Committee
         5. Delegates to the House of Delegates
         6. PTA Council Representative
   2. Election shall be by electronic vote.
   3. The voting body will include Physical Therapist and Physical Therapist Assistant members in good standing at the time the vote occurs. Corresponding and Student members will not be part of the voting body unless otherwise allowed by the Association.
   4. Members who fulfill qualifications and who have agreed to serve may be written in as write-in candidates.
3. The candidate who receives the highest number of votes for each position shall be declared elected.
4.  In the event of a tie, an electronic re-vote will take place between the candidates that have tied. The appropriate ballot will be distributed to members. This electronic election will be held open for 7 days. The candidate who receives the highest number of votes shall be declared elected.
5. The President shall appoint a tellers committee to receive, tally, and report the election results to the membership.
6. An official report of results shall be sent to the Association headquarters as required by the Association.
   
   
   

ARTICLE XII. FINANCES

Section 1: Fiscal Year

The fiscal year of the Chapter shall be January 1 through December 31.

Section 2: Limitations on Expenditures

No officer, employee, or committee shall expend any money not provided in the budget as adopted, or spend any money in excess of the budget allotment, except by order of the Chapter’s Board of Directors or Executive Committee. The Board of Directors shall not commit the Chapter to any financial obligation in excess of its current financial resources.

Section 3: Reports

The Chapter shall submit its annual financial statements, tax returns, and audit reports to the Association when and as directed by the Association.

ARTICLE XIII. DISSOLUTION

The Chapter shall be dissolved in accordance with the Association’s bylaws and applicable state law.

The Chapter may dissolve subject to a recommendation to dissolve supported by no less than two-thirds of the Chapter Board of Directors and adoption by ten percent of the Chapter members.

ARTICLE XIV. MISCELLANEOUS

Section 1: Books and Records

1. The Chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board, and Board committees, and shall keep a record giving the names and addresses of the members entitled to vote.
2. If the Chapter is dissolved, its property and records shall be conveyed to the Association after payment of any bona fide debts. The Association shall not be obligated for any Chapter debts unless the Chapter has been specifically authorized by the Association’s Board to act on behalf of the Association.

Section 2: Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised, where not in conflict with the Chapter’s Articles of Incorporation, bylaws, or other policies, or applicable state law, shall govern meetings and actions of the membership and of the Board.

Section 3: Association as Higher Authority

The Chapter shall submit minutes of all proceedings of its members to the Association within forty-five

(45) days of such meeting. In addition, the Chapter shall maintain records related to membership, programming, publications, and other activities and operations, and shall provide them for review by the Association upon request. In addition to the Chapter’s corporate articles and bylaws, the Chapter is governed by the Association as its higher authority, the Association’s bylaws, standing rules, and all applicable policies and procedures.

 Section 4: Amendments

Subject to the provisions of these bylaws, the Chapter’s corporate articles, and applicable state law, the power to amend these bylaws and to adopt new bylaws may be exercised by 2/3 vote of the established quorum of the membership.

Corporate articles shall be amended in accordance with state law.

If the intent of an amendment is editorial or to bring the Chapter Bylaws into agreement with those of the Association, the amendment shall be made as required by the Secretary and shared with the Board of Directors. The Secretary shall notify the Chapter membership that such amendments have been made.

These Bylaws may be amended or revised electronically provided that:

1. A copy of the proposed amendment has been sent by mail and/or electronic communication to the Chapter membership at least 10 days prior to the date that ballots are to be returned.
2. Two-thirds of those voting are in favor.
3. To establish a quorum, a minimum of 10% of eligible member ballots must be returned for an amendment to be validly adopted.
   
   

Any amendments to the corporate articles or bylaws of the Chapter shall be submitted to the Association for approval prior to taking effect.

Amendments to the Chapter’s bylaws become effective upon approval in writing by the Association’s Board of Directors (Exception: Any changes to Chapter dues become effective on the first day of the Association’s fiscal year following approval.)

Date Chapter Founded: December 2, 1927

Date of Chapter Charter: June 17, 1949

Dates of bylaw revisions: October 1993, April 1996, August 1997, April 1999, July 2003, August 2006 (compliance), October 2008 (compliance), April 2009, April 2015, April 2016, November 2023