Bylaws
ASTRA By-Laws
ARIZONA STATE THERAPEUTIC RECREATION ASSOCIATION
an Arizona Non-Profit corporation
Since 1989
“The Spirit of the Southwest”
Article I: Name
The name of this organization is the Arizona State Therapeutic Recreation Association and is referred to as (ASTRA) having been deemed Chapter status with the American Therapeutic Recreation Association (ATRA), a District of Columbia nonprofit corporation and a tax-exempt organization under Section 501(c) (6) code.
Article II: Geographic Region
The Arizona State Therapeutic Recreation Association service area will be the entire state of Arizona and the surrounding states.
Article III: Purpose
The Arizona State Therapeutic Recreation Association, hereafter referred to as the Chapter, is established to further the objectives set forth in the Articles of Incorporation by serving as an advocate for therapeutic recreation in order to promote the health and well-being of the public through service, education, research, and the promotion and development of standards in therapeutic recreation.
The purpose of Arizona State Therapeutic Recreation Association is the following:
● Promoting and advancing the public’s awareness and understanding of therapeutic recreation.
● Promoting the professional standards for the delivery of therapeutic recreation services.
● Advocating for the advancement of therapeutic recreation services in the community, rehabilitation, correctional, educational, and other systems for individuals.
● Supporting and conducting research and demonstration efforts to improve the delivery of therapeutic recreation services for the public.
● Provide educational opportunities to improve the delivery of quality therapeutic recreation personnel in the delivery of quality services.
● Contributing to the building of a strong national organization and strong national advocacy for the profession’s future.
● Maintaining open lines of communication with the national organization and leadership including annual written reports.
ARTICLE IV: Mission Statement
ASTRA is a membership driven organization established to promote professional excellence therapeutic recreation by:
● Increasing public awareness and understanding of the profession,
● Developing professional standards,
● Advocating excellence in educational and clinical arenas,
● Enhancing the knowledge base of professionals through educational opportunities, and
● Promoting research-based practice.
ASTRA empowers members and encourages grassroots participation. The voice of each member is represented and valued and becomes a vehicle for professional growth. Collectively our voices will advocate for access to therapeutic recreation.
Article V: Membership
Section 1: Membership Classes
The Chapter will have two membership classes, individual and organizational.
A. Individual members shall be:
● Professionals - Individuals who hold current professional credentials from the National Council for Therapeutic Recreation Certification (NCTRC).
● Associate Member - Individuals who do not hold current professional credentials from the National Council for Therapeutic Recreation Certification (NCTRC), such as a therapeutic recreation Assistant or anyone interested in promoting therapeutic recreation.
● Retired Emeritus - Individuals who are retired after working in the therapeutic recreation profession.
● Student Member – Any individual currently enrolled in a therapeutic recreation education program or similar educational program.
B. Organizational Members – Any organization or agency interested in promoting and supporting the profession.
Section 2: Members in Good Standing
● Individual Members – 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 ASTRA, is a member in good standing.
● Organizational Members – An organization, who meets the qualifications for membership per the established criteria, has paid the appropriate fees and agrees to uphold the standards and ethics of ASTRA, is a member in good standing.
Section 3: Rights and Privileges of Members in Good Standing
A. Individual Members:
● Each Individual Member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.
● All members shall receive membership services including publications and reduced registration fees at workshops and conferences.
● All members shall be entitled to receive notification and invitation to attend all membership meetings.
● Professional and supporting members may vote, chair, and/or serve on committees.
● Student members are permitted to vote and serve on committees but may not chair committees.
● Only Professional, Retired Emeritus, and Student Members in good standing may serve on the Board of Directors of ASTRA.
B. Organizational Members shall have no voting rights in Chapter Affiliate Organization but shall be entitled to all other rights and services designated by the Board of Directors.
Section 4: Dues
The Board of Directors of the Chapter shall determine the dues structure. The membership period will be 365 days from the date of payment.
Section 5: Termination of Membership
Membership in the Chapter shall be terminated for the following reasons:
A. Non-payment of dues after sixty (60) days of delinquency.
B. Failure to meet any of the membership qualifications as delineated in Article V, Section 1.
Article VI: Board of Directors
Section 1: The Board of Directors and Officers
All of ASTRA's business and affairs shall be managed by the Board of Directors. The Board of Directors, referred to as “the Board” shall include the President, Vice President, Secretary/Treasurer, Professional Development Director, and Public Relations/Communication Director. A student representative, as well as representatives of other organizations with related interest may be invited and approved by the Board to participate in meetings in an ex-officio capacity.
Section 2: Duties of the Officers
The officers supervise and direct the affairs of the Chapter Affiliate Organization and shall perform the duties described in these by-laws and other duties, as necessary.
● The President shall guide and direct the Chapter and its policy making and management functions.
● The Vice President of the Chapter shall be responsible for the organization's internal relations and act as a liaison between the Chapter and ATRA.
● The Secretary/Treasurer shall record the minutes from all Chapter Affiliate Organization Board and Executive Committee Meetings and shall be responsible for the financial management and records of the Chapter.
● The Professional Development Director shall be responsible for all educational sessions and networking events.
● The Public Relations/Communication Director shall oversee the marketing, and all information disseminated from the organization.
Section 3: Executive Committee of the Board
The Executive Committee shall include the President, Vice President, Secretary/Treasurer, Professional Development Director, and Public Relations/Communication Director. All actions taken by the Executive Committee for the Board between official meetings shall reflect a majority vote of the members of the Executive Committee.
Section 4: Meetings of the Board
Meetings of the Board will be held at times and locations as determined by the President. However, there shall be no less than three (3) meetings per year. A call for a special meeting of the Board may be issued by the President or by written request of three (3) members of the Board with a written 14-day notice of such meeting to all Board members.
Section 5: Executive Committee Meetings
The President may call an Executive Committee meeting with five (5) days written notice. The agenda is to be sent to all members of the Board, and the minutes of the Executive Committee meetings shall be distributed at the next regular meeting of the Board.
Section 6: Quorum for Meetings
The presence of a majority of the Board (3 out of 5) shall constitute a quorum at a regular meeting of the Board. The presence of a majority of the Executive Committee including the President shall constitute a quorum for an Executive meeting.
Section 7: Terms of Office
All Board positions are volunteer elected positions. Officers elected to these positions commit to serving for a minimum term of two (2) years. Upon completion of the initial term, officers are eligible to be re-elected to continue in the current position for an additional two (2) year term. This process may continue indefinitely, with officers confirming their willingness to serve and running for reelection every two (2) years. Officers may remain in the elected roles if they continue to meet the minimum qualifications and fulfill the responsibilities of the position effectively.
Section 8: Unexpired Terms
The Board of Directors shall be empowered to fill vacancies among officers and representatives for the remainder of the unexpired term.
ARTICLE Vll: Board Member Positions
Section 1: Board Member Expectations
Board members of ASTRA serve as the leadership team responsible for advancing the organization’s mission to support therapeutic recreation Professionals in Arizona. Board service requires commitment, professionalism, and dedication to the field of Therapeutic Recreation. Board members are responsible for ensuring ASTRA fulfills its mission effectively and ethically while maintaining organizational stability and relevance to its membership.
Section 2: Board Member Key Responsibilities
● Strategic Leadership – Collaboratively develops and implements ASTRA’s vision, mission, and strategic initiatives to serve Arizona’s therapeutic recreation community.
● Governance and Compliance – Upholds ASTRA’s by-laws, ensuring timely submission of required documentation to regulatory bodies, and maintaining chapter affiliation requirements with ATRA.
● Professional Development – Plans and implements continuing educational opportunities that meet ATRA’s standards and address the professional development needs of Arizona’s therapeutic recreation Professionals.
● Member Engagement – Builds and maintains an active membership base through relevant programming, effective communication, and responsive leadership.
● Financial Stewardship – Manages ASTRA’s financial resources responsibly, maintaining accurate records, and ensuring fiscal transparency and accountability.
● Professional Advocacy – Promotes the field of therapeutic recreation throughout Arizona, including securing annual proclamations and representing the profession in relevant forums.
● Collaborative Leadership – Works cohesively as a team, supporting fellow officers, and ensuring continuity of operations through effective succession planning.
Section 3: Board Member Commitments
Board members commit to a minimum two (2) year term of service, to attend regular meetings, actively participate in ASTRA initiatives, and to conduct themselves as ambassadors for the therapeutic recreation profession. Through committed board leadership, ASTRA can effectively advance the field of therapeutic recreation and support practitioners throughout Arizona.
Section 4: Elective Officers and Qualifications
The Board of Directors of ASTRA shall be the President, Vice President, Secretary/Treasurer, Professional Development Director, and Public Relations/Communication Director. The Board shall be elected from among the Professional Members.
A. President responsibilities:
a. Oversight of the development and implementation of the strategic plan,
b. Has general supervision and guidance over ASTRA's affairs and ensures compliance with organizational by-laws and periodic review and updating of organizational documents,
c. Plans and organizes all of the Board meetings and elections,
d. Membership management including completing and communicating the annual ASTRA report to illustrate the state of therapeutic recreation in Arizona and neighboring states as appropriate,
e. Serve as the face of the Chapter and actively works to connect with therapeutic recreation professionals seeking information on the Chapter,
f. Perform all such duties as are incident to his/her office or as are required by the Board of Directors, and
g. The President may be an ex officio, non-voting member of all committees.
B. Vice President responsibilities:
a. Functions as the liaison between ASTRA and ATRA including completing all required annual reports to ATRA's Chapter Affiliate Council,
b. Manages all aspects of the ASTRA Annual Awards program,
c. Oversight of the Board’s internal relations, and all the Chapter committees,
d. The Vice President shall be an ex officio, non-voting member of all committees, and
e. Perform such other duties as the President or Board of Directors may designate.
C. Secretary/Treasurer responsibilities:
a. To act as custodian of all meeting minutes and all other records of the Board and the Chapter,
b. To issue notices as may be required by the Articles of Incorporation and By-Laws
c. Supervises, documents, and manages all of the Chapter’s finances, including dispersing and depositing funds as ordered by the Board,
d. Collaborates with the President to ensure the accuracy of the memberships in good standing,
e. Collaborates with the Professional Development and the Public Relations/Communication Directors to cover all associated costs and fees,
f. Provides a financial report at all regular meetings or whenever requested by the Board, and
g. Ensure all annual financial paperwork is filed timely and accurately, including the Internal Revenue Services (IRS) and the Arizona Corporation Commission.
D. Professional Development Director responsibilities:
a. Plans and organizes all of the Chapter’s continuing education opportunities, including actively seeking presenters, securing ATRA’s preapproval of all sessions, and complying with all conference expectations,
b. Attempts to provide educational opportunities that equal at least ten (10) hours of continuing education credits annually,
c. Acts as chair and has oversight of the Education and Professional Development Committee,
d. Collaborates will all Board Members to develop, coordinate, and promote professional events,
e. Engages with therapeutic recreation professionals to seek potential locations to host the Chapter’s educational opportunities, and
f. Acts as a liaison and contact for all education and student related issues.
E. Public Relations/Communication Director responsibilities:
a. Plans and organizes all networking events and opportunities,
b. Oversight of all public relations, digital platforms, and communications for the Chapter, including managing the accuracy of the information available on the website and all social media accounts,
c. Partners with the Secretary/Treasurer and Professional Development Director to promote events and initiatives,
d. Coordinates with all Board members to ensure accurate and timely dissemination of information to members and the public,
e. Acts as chair and has oversight of the Legislative and Advocacy Committee,
f. Actively promotes therapeutic recreation including seeking the Arizona Governor’s recognition of February as therapeutic recreation Month, and
g. Ensure all actions of the Board are communicated timely to the membership.
Article VIII: Nominations and Elections
Section 1: Nominations
The Board will announce the upcoming positions and solicit nominations in accordance with the by-laws of the Chapter and Robert’s Rules of Order, Revised. The Board can collectively determine the most efficient way to announce the upcoming vacancies. Each candidate shall confirm, in writing, their willingness to serve, identify the desired position, and acknowledgement of the two (2) year term. The Board may determine the required paperwork for candidates to communicate their willingness to serve. Nominations for the Board vacancies will be sought at least ninety (90) days prior to the end of the Chapter’s fiscal year.
Section 2: Elections
All of the Board of Director positions shall be elected by the Individual Members entitled to vote. Election methods shall be determined by the Board of Directors to occur annually prior to the end of the Chapter’s fiscal year. The ballot shall provide each voting member with the option to write-in candidates for each office, if prior consent has been received.
The candidates receiving the 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 President shall notify all candidates of their status immediately following the tabulation of the ballots. New or vacant offices may be created and filled at any meeting of the Board at the discretion of the Board, and any newly elected Directors shall serve until the next election period, at which time the position will be up for election.
Section 3: Election Schedule
The Vice President, Secretary/Treasurer, and Public Relations/Communication Director positions will be elected for their two (2) year terms on even years.
President and Professional Development Director will be elected for their two (2) year terms on odd years.
Article IX: Committees
Any Board member can establish a Board Member lead committee as needed to further the mission of ASTRA.
Section 1: Standing Committees
The Board may establish standing committees to further the work of the Chapter. Chairpersons of such committees shall be a Professional or Associate member of the Chapter and may be appointed by any Board member with the approval of the Board.
Article X: Liaisons
The Chapter may develop formal and informal liaisons with other organizations whose purposes are consistent with the Chapter. This may include collaborative relationships with other organizations that assist in promoting the purposes of the Chapter. Formal relationships shall be outlined through a memorandum of understanding.
Article XI: Meetings
Section 1: Annual Meeting
There shall be an annual meeting of the Chapter. Notice of the meeting shall be communicated by the Board and all members of the Chapter at least sixty (60) days before the time appointed for the meeting.
Section 2: Special Meetings
The Board may call Special Membership meetings. Upon written request of fifteen percent (15%) of the voting members of the Chapter, the Board shall call a special membership meeting. Notice of such meetings shall be communicated to all members of the Chapter at least thirty (30) days before the time appointed for the meeting.
Section 3: Quorum
Voting members present at any duly called membership meeting shall constitute a quorum.
Section 4: Voting
Each Board Position shall possess one vote in matters coming before the Board. Voting may be completed by any method determined appropriate by the President. All tie votes shall be broken by the President.
Section 5: Meeting Minutes
Minutes of all Board of Director proceedings shall be documented and maintained by the Secretary/Treasurer. Minutes may be disclosed to any person with Board approval.
Section 6: Board Decisions
The act of a majority of the Board members present at any meeting at which a quorum is present shall be the act of the Board of Directors.
Section 7: Compensation and Gifts
● Board members shall not receive any stated salaries for their services.
● The Board of Directors may accept on behalf of ASTRA any contribution or gift.
Section 8: Resignation and Removal of Board Members
● Resignation - Any Director may resign from his/her office as Board member at any time by providing a written notice of resignation to the Board.
● Removal - Any Director may be removed from office by a two-thirds vote of the Board whenever, in their judgment, such Director has become unable, unfit, or unwilling to perform the duties of the office.
Section 9: Position vacancies
Any Board of Directors vacancy may be filled by majority vote of the Board members. Any Director chosen shall hold office until the next scheduled election. If due to death, resignation or otherwise, ASTRA has no directors in office, any member may call a special meeting of the members for the purpose of electing the Board of Directors.
Section 10: Contracts
The Board of Directors, except as limited in the Articles of Incorporation or these By-Laws, may authorize any officer to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, ASTRA. No officer shall have the power or authority to bind ASTRA in any contract or engagement, to pledge it credit, or render it liable.
Article XII: Parliamentary Authority
Robert's Rules of Order, Revised, shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of order the Chapter may adopt.
ARTICLE XIII: Indemnification of Members,
Officers, Directors, Employees, and Agents
Section 1: Indemnification Clause
The indemnification of members, directors, officers, employees and agents of ASTRA shall be governed in accordance with the following provisions:
A. ASTRA shall indemnify any person who was or is a party 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 ASTRA, by reason of the fact that he/she is or was a member, director, officer, employee or agent of ASTRA or is or was serving at the request of ASTRA as a member, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney fees, and against judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted, or failed to act, in good faith and in a manner he reasonably believe to be in or not opposed to the best interests of ASTRA and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment order settlement or conviction or upon a plea of no contest or its equivalent shall not of itself create a presumption that the person acted or failed to act other than in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of ASTRA and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.
B. ASTRA shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of ASTM to procure a judgment in its favor by reason of the fact that he/she is or was a member, director, officer, employee or agent of ASTRA or is or was serving at the request of ASTRA as a member, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprises against expenses, including attorney fees, but excluding judgments and fines, and, except as hereinafter set forth, amounts paid in settlement, actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit, if he/she acted, or failed to act, in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of ASTRA and except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to ASTRA unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. The court in which any such action or suit was brought may determine upon application that, in view of all circumstances of the case, indemnity for the amounts paid ins settlement is proper and may order indemnity for the amounts so paid in settlement and for the expenses, including attorney fees, actually and reasonably paid in connection with such application, to the extent the court deems proper.
C. To the extent that a member, director, officer, employee or agent of ASTRA has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses, including attorney fees, actually and reasonably incurred by him/her in connection therewith.
D. Any indemnification under paragraph 1 or 2 of this Article, unless ordered by a court, shall be made by ASTRA only as authorized in the specific case upon a determination that indemnification of a member, director, officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in paragraph 1 or 2 of this Article. Such determination shall be made by any of the following:
a. By a majority vote of the Board of Directors quorum consisting of directors who were not parties to the action, suit or proceeding
b. If such quorum is not obtainable, in a written opinion of independent legal counsel appointed by a majority of the disinterested directors for that purpose
c. If there are no disinterested directors, by the court or other body before which the action, suit or proceeding was brought or any court of competent jurisdiction upon the approval of an application by any person seeking indemnification, in which case indemnification may include the expenses, including attorney fees, actually and reasonably paid in connection with such application
d. By act of the members
E. Expenses, including attorney fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by ASTRA in advance of the final disposition of the action, suit or proceeding upon receipt of any undertaking by or on behalf of the member, director, officer, employee or agent to repay the amount if it is ultimately determined that he/she is not entitled to be indemnified by ASTRA as authorized in this Article.
F. The indemnification and other benefits provided by this Article or otherwise provided by law are not exclusive of any other rights to which those benefited may be entitled under any bylaw, agreement, vote of members or disinterested directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office.
G. ASTRA shall have power to purchase and maintain insurance on behalf of or insure or cause to be insured any person who is or was a member, director, officer, employee or agent of ASTRA or is or was serving at the request of ASTRA as a member, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity or arising out of this status as such, whether or not ASTRA would have the power to indemnify him/her against such liability under this Article. As used in this paragraph, "insurance" includes retrospectively rated and self-insured programs.
H. No retrospectively rated or self-insured program under bullet point "G" of this Article providing coverage for directors and officers shall include coverage for any of the following:
a. An action based on or attributable to the person gaining in fact any personal profit or advantage to which he/she was not legally entitled.
b. An action for the return of any remuneration paid to the person without the previous approval of the members, which is held by the courts to have been illegal.
c. An action for an accounting of profits in fact made from the purchase or sale by the person of securities of ASTRA within the meaning of S 16(b) of the Securities Exchange Act of 1934 and amendments of that act or similar provisions of any statute.
d. An action brought about or contributed to by the dishonesty of the person. A person is protected under the terms of this section as to any claims on which suit may be brought against him/her by reason of any alleged dishonesty on his/her part, unless a judgment or other final adjudication establishes that acts of active and deliberate dishonesty committed by the person with actual dishonest purpose and intent were material to the cause of action adjudicated.
I. The indemnification and other benefits provided by or granted pursuant to this Article continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person.
Section 2: Definition Of Terms
For the purposes of subsection A of this Article, "agent" includes any uncompensated person or volunteer performing services within the scope of his/her authority on behalf of ASTRA.
ARTICLE XlV: Fiscal Year
ASTRA's fiscal year shall be the twelve-month period from October 1st through September 30th.
ARTICLE XV: Books and Records
ASTRA shall keep accurate and complete books of all meeting minutes and other board-related reports identifying the actions of the Board of Directors and their corresponding committees. ASTRA shall keep the names and addresses of all members in good standing.
Each member entitled to vote, upon written demand stating the purpose of the examination, may examine, in person or by agent or attorney, at any reasonable time for any proper purpose ASTRA's relevant books and records of account, minutes and record of members and directors and may make copies of or extracts from the books, records or minutes.
ASTRA hereby incorporates herein the following provisions of as a part of these by-laws:
A. Any officer or agent who, or a corporation which, denies any member entitled to vote or his/her agent or attorney the right established by this section to examine and make copies of or extracts from ASTRA's books and records of account, minutes and record of members shall be civilly liable to such member in an amount not to exceed five hundred dollars, in addition to any other damages or remedy afforded him/her by law.
B. It shall be a defense to any action under this section that the person suing has within two years sold or offered for sale any list of members of such corporation or any other corporation or has aided or abetted any person in procuring any list of members for any such purpose or has improperly used or permitted to be used any information secured through any prior examination of the books and records of account or minutes or record of members of such corporation or any other corporation or was not acting in good faith or for a proper purpose in making his demand.
ARTICLE XVI: Construction of Terms and Headings
Words used in these By-Laws shall be read as the masculine or feminine gender and as the singular or plural, as the context requires. The captions or headings in these By-Laws are for convenience purposes only and are not intended to limit or define the scope or effect of any By-Law provisions.
ARTICLE XVII: Amendments
The By-Laws may be amended upon a vote of two-thirds of the Board of Directors or, if initiated by the membership, by a majority vote of the members in good standing at the meeting. All amendments or changes to the By-Laws must be submitted to ATRA's Chapter Affiliate Council for approval per the Approval of Chapter Bylaws Amendments policy 11.1.
ARTICLE XVIII: Organizational Dissolution
If this organization is dissolved, either voluntarily or involuntarily, following the distribution of those assets required to compensate for services rendered, all remaining assets shall be distributed to ATRA's American Therapeutic Recreation Foundation.
ARTICLE XIX: Organizational By-Laws Documentation
ASTRA's original by-laws were adopted by the Board of Directors, effective the 19th day of October 1992.
Article XVIII was added to the ASTRA by-laws on the 2nd day of March 1994 through the amendment process as documented by Paula G. Haigh, Secretary.
By-laws were updated, revised, and amended by the Board of Directors, on the 24th day of September 2007.
The current by-laws were updated, revised, and amended to re-establish chapter affiliation with ATRA, on this 15th day of May 2025.
