Pilates Method Alliance UK Chapter Bylaws. Name, Mission, Goals and Structure

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1 Article 1: Pilates Method Alliance UK Chapter Bylaws Name, Mission, Goals and Structure Section 1. Name The name of this organisation is the Pilates Method Alliance UK Chapter (the Chapter ). Section 2. Mission and Goals The Chapter provides a readily accessible mechanism for regional program development for Pilates professionals, to foster professional networking and to offer continuing education for its Members. The Chapter will: educate the public about the Pilates industry and the Pilates Method Alliance Pilates Certification Program, increase member participation in PMA activities, create a network for efficient Member feedback on issues of concern to PMA committees and Chapter s Board of Directors (the BoD ), provide an effective local membership recruitment mechanism, and facilitate local access to PMA resources, including certification and continuing education opportunities. Section 3. Geographical Area The Chapter operates only within the geographic area represented by its name, which includes: England, Wales, Scotland, Northern Ireland and the Channel Islands). Article 2: Membership Section 1. Chapter Membership All Chapter Members are interested in the goals and objectives of the PMA and must be Members of both the Chapter and the PMA. As used in these Bylaws, Active Member means a Member who is current in payment of dues to both the Chapter and to the PMA. The Chapter will have a minimum of 10 Active Members at all times. The Chapter and the PMA welcomes all members regardless of their race, creed, color, religion, national origin, age, disability, gender or sexual orientation. Section 2. Application Applications for Chapter and PMA membership are made on a standard form, which will be forwarded to the PMA membership department with the appropriate dues, quarterly.

2 Article 3. Governance Section 1. Voting Only Active Members will vote and/or hold office and/or chair committees. Section 2. Founding Officers All officers are Active Members. The Founding Officers consist of: Chair: Alan Herdman Co-Vice Chair(s): Dawne Likhodedova and Mauro Ossola Secretary: Nikki Chrysostomou Treasurer: Charlie Machin Section 3. Board of Directors The Founding Board of Directors consists of the Founding Officers and the following members: Sara Gallie Ronnie Green Winona Holl and Lucinda Pepper for a total of 9 Founding Board Members. Following an election in March 2015, the Board of Directors will consist of no fewer than four (4) and no more than seven (7) Active Members, with the exact number of Directors to be fixed by the board from time to time within such limits. The Board of Directors will include: Two (2) Co-Chairs, Secretary, Treasurer and up to two (3) at-large Directors. No more than two Directors will be from the same organisation or studio. A quorum shall constitute a majority of the Board of Directors. Directors will be elected at each Annual Meeting to hold office until the next Annual Meeting and until a successor has been elected and qualified. Any Director may be removed at any time (i) with or without cause by a vote of the majority of Active Members or (ii) with cause by the PMA. A vacancy on the Board of Directors exists in the event of the death, resignation or removal of any Director, or if the Active Members fail, at any meeting where the Directors are elected, to elect the full number of authorized Directors. Vacancies on the Board of Directors may also be filled by a majority of the remaining Directors, provided that written approval is therefore obtained by the PMA. Section 4. Balloting & Elections

3 1. Nominating Committee. The Chapter Nominating Committee, composed of the Chair, and two (2) other Directors shall be established by the Chapter to oversee and supervise the nominating process for Chapter Directors. The Nominating Committee shall ensure that appropriate procedures are in place for selection and presentation to the membership of qualified nominees. Under the leadership of the Chapter Chair, the Nominating Committee sends a Call for Nominees to all active Chapter members, and shall timely identify, interview and select qualified Director nominees, and publish notice of such nominations electronically to Members at least forty-five (45) days prior to the date of the electronic election. The Nominating Committee shall nominate one or more individuals for each open Director position and shall prepare electronic ballots. 2. Elections. Elections will take place by ballot. The voting results are then forwarded to the PMA Headquarters within thirty (30) days of the tally. In any election in which there is a tie, the PMA may cast the deciding vote. Section 5. Duties of Officers Chair(s): The Chair(s) shall be the chief elected officer(s). The Chair(s) will preside at all regular and special meetings and shall have the right to call special meetings of Members upon at least twenty-one (21) days written notice to each Member. Within thirty (30) days of taking office, the Chair(s) shall appoint all committee chairpersons and provide written charges to all standing and ad hoc committees. The Chair(s) may appoint additional committees throughout the year as needed. The Chair(s) shall be ex-officio Members of all committees. Secretary: The Secretary shall record and maintain minutes of all meetings; have charge of all papers, archives, records and property; issue all notices of meetings and maintain an up-to-date Membership roster and provide periodic reports on the activities of the organization to the PMA. Treasurer: The Treasurer shall be custodian of the Chapter s funds; supervise receipts and expenditures; render an annual statement to the Membership on the financial condition of the Chapter and prepare and submit any reports required by law. If any position becomes vacant for any reason, a special election shall be held within ninety (90) days, for the purpose of filling such vacancy. Prior to accepting office, Directors shall disclose to the Chapter any relationships that they may have, business or otherwise, with any vendor, donor or other person

4 furnishing goods or anything of benefit to the Chapter. Article 4. Finances Section 1. Funds Chapter funds are derived from dues collected from Active Members, income from educational programs, grants from sponsors, advertisements in the Chapter newsletter and other fundraising activities that the Chapter may want to undertake. Section 2. Fiscal Year The fiscal year begins the first day of April to end the last day of March every year. Section 3. Dues Annual Dues to the Chapter and to the PMA will be collected at the same time, by the Chapter, with the Chapter distributing the dues quarterly, which will be be forwarded to the PMA via wire transfer, in the months of April, July, October, and January and updating the PMA, as needed when new Members join. Dues are payable on each anniversary of the initial payment and become delinquent fifteen (15) days thereafter. Any Member delinquent in his or her dues will be removed from Active Member status. Dues for are set below: 1. Members pay 110 (of which 115USD goes to PMA) 2. Certified Teachers pay 90 (of which 99USD goest to PMA) Section 4. Loans No loans are to be contracted on behalf of the Chapter and no evidence of indebtedness is to be issued in its name unless authorized by a ¾ majority vote of the Active Members. Section 5. Authority Active Members, by majority vote of those present at any regular or executive committee meeting must approve any project requiring the expenditure of funds In excess of 350. Article 5 - MEETINGS AND EVENTS Section 1. Regular Meetings The Board of Directors shall call at least four (4) regular meetings, once per calendar quarter, of Active Members, which regular meetings shall be scheduled at least six (6) weeks in advance. All Active Members shall be sent notice of

5 such meetings by no fewer than four (4) weeks in advance. Section 2. Guest Attendance Non-Active Members and others may attend Chapter meetings and events as guests, but they may not vote on any matter. Section 3. Educational Programs The Chapter shall hold at least two educational programs per year, which shall account for two of the four quarterly meetings described in Article V Section 1 above. Article 6. COMMITTEES Section 1. Committees Standing and ad hoc committees shall function at an advisory capacity to the Board of Directors and Membership. Committees may develop and implement programs and policies authorised by the Active Members. Committees shall not independently contact other organisations nor secure or attempt to secure funds from outside sources without prior approval of the Board of Directors. In any event, such funding must comply with Article 4, Section 4 above. Section 2. Committee Reports Committee Chairs shall report on their activities at least annually and at such other times as directed by the Board of Directors. The Members of all standing committees shall hold office until relieved by their successors. Section 3. Standing Committees Each committee is responsible for electing a committee chair(s). Efforts will be made to elect a Chair that does not hold a position as an elected officer. In cases where the committee does not appoint a Chair, the Board of Directors will appoint one. Each respective committee chair will provide an update to the Board of Directors as necessary. Nominations Committee: The Nominations Committee shall be composed of the Chapter Chair and two Active Members who are not on the Board of Directors. The Chapter Chair, chairs the Nominations Committee. The Nominations Committee is responsible for reviewing the credentials of interested members and preparing a final slate of candidates for elective offices. Membership Committee: The Membership Committee will conduct ongoing recruitment efforts that actively identify potential new Members and recruits them into the Chapter. This committee shall also develop a formal mechanism for encouraging Chapter meeting guests who are not

6 Active Members to join, which formal mechanism shall be implemented no less than once per year. A summary of the effects of these efforts must be submitted along with a membership roster with the Chapter s Annual Report. Publications Committee: The Publications Committee will consist of two sub-committees (1) Newsletter Committee and (2) Website Committee. The Newsletter Committee shall publish a newsletter and the Website Committee will be responsible for maintaining electronic communications and for updating the Chapter s website as needed. Speaker Committee: The Speaker Committee shall be responsible for identifying and targeting speakers for the Chapter Meetings. This committee is also responsible for confirming meeting locations, dates, times and other pertinent logistical arrangements. Bylaws Committee: The Bylaws Committee is responsible for reviewing these Bylaws on an annual basis and proposing revisions, amendments and additions to these Bylaws for a vote by the full Board of Directors, provided, however, that no revision, amendment or addition to the Bylaws shall take effect until the PMA gives its consent in writing. Revisions, amendments or additions to the Bylaws may also be proposed by Active Members. In such event, the proposal shall be initiated and signed by no fewer than two (2) Active Members and shall be delivered to the Chairman of the Bylaws Committee. Within thirty (30) days thereafter, the Chairman of the Bylaws Committee will send the proposal to the Board of Directors for consideration at its next regular meeting unless otherwise directed by the PMA. Section 4. Ad Hoc Committees Ad Hoc Committees will be appointed at the discretion of the Board of Directors. Such Ad Hoc Committees shall remain active until they have accomplished the purpose for which they were appointed, or until inauguration of the succeeding President. Article 6. Parliamentary Procedure The latest revised edition of Robert s Rule of Order shall prevail at all meetings, except when contrary to these Bylaws. As a rule, the Chapter will govern itself by consensus. Article 7. Dissolution

7 Section 1. Voluntary Dissolution In order to dissolve this organization voluntarily, the Chair(s) must present a resolution to the Active Members recommending that the organization be dissolved. A resolution for voluntary dissolution will be considered at a regular special meeting of the Active Members only after thirty (30) days notice in writing is given to each Active Member. Said resolution shall be adopted upon receiving at least eighty (80) percent of the votes entitled to be cast by Active Members physically present at such regular or special meeting, provided, however, that the Chapter shall not be voluntarily dissolved as longs as twenty (20) percent of the members in good standing dissent. Should said resolution be passed, the Board of Directors will comply with all legal procedures required to affect the dissolution of the Chapter. Section 2. Involuntary Dissolution In the event the PMA revokes the charter of the Chapter pursuant to the Chapter s Affiliation Agreement with the PMA, the Board of Directors shall immediately advise the Active Members of the Chapter and take any and all actions to follow legal procedures required to dissolve the Chapter. Section 3. Winding Up of Chapter Business Upon adoption of the resolution for voluntary or involuntary dissolution, the Chapter shall cease to (1) conduct any business and (2) use the PMA name or otherwise identify itself as a PMA affiliate, except as the foregoing may be necessary to wind up the business and affairs of the Chapter. Without limiting the generality of the foregoing, the Board of Directors will immediately cause notice of the dissolution to be mailed to each known creditor and shall proceed to collect its assets and apply and distribute them as provided in the Articles of Incorporation. All remaining monies will be transferred to the PMA main office.

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